IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should seek independent professional advice. Forgame Holdings Limited (Incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global Offering : 31,370,000 Shares (comprising 20,390,500 Shares to be offered by the Company and 10,979,500 Sale Shares to be offered by the Selling Shareholders, subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 3,137,000 Shares (subject to reallocation) Number of International Placing Shares : 28,233,000 Shares (comprising 17,253,500 Shares to be offered by the Company and 10,979,500 Sale Shares to be offered by the Selling Shareholders, subject to reallocation and the Over- allotment Option) Maximum Offer Price : HK$55.00 per Offer Share, plus brokerage of 1%, SFC transaction levy of 0.003%, and Hong Kong Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars and subject to refund) Nominal value : US$0.0001 per Share Stock code : 00484 Joint Global Coordinators and Joint Sponsors Joint Bookrunners and Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this prospectus, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus. A copy of this prospectus, having attached thereto the documents specified in “Appendix V — Documents Delivered to the Registrar of Companies and Available for Inspection,” has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this prospectus or any other document referred to above. Our Company is incorporated in the Cayman Islands and substantially all of our businesses are located in the PRC. Potential investors should be aware of the differences in legal, economic and financial systems between the Cayman Islands, the PRC and Hong Kong and that there are different risk factors relating to the investment in our Company. Potential investors should also be aware that the regulatory frameworks in the Cayman Islands and the PRC are different from the regulatory framework in Hong Kong and should take into consideration the different market nature of our Shares. Such differences and risk factors are set out in the sections headed “Risk Factors” and “Regulations.” The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws of the United States and may not be offered and sold within the United States or to, or for the account or benefit of any U.S. person, except that Offer Shares may be offered or sold to qualified institutional buyers in reliance on an exemption from registration under the U.S. Securities Act provided by, and in accordance with the restrictions of, Rule 144A or outside the United States in accordance with Regulation S. The Offer Price is expected to be fixed by agreement between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us (for ourselves and on behalf of the Selling Shareholders) on the Price Determination Date. The Price Determination Date is expected to be on or around Thursday, September 26, 2013 and, in any event, not later than Friday, September 27, 2013, or such other date as agreed between parties. The Offer Price will be no more than HK$55.00 per Offer Share and is currently expected to be no less than HK$43.50 per Offer Share unless otherwise announced. If, for any reason, the Offer Price is not agreed by Friday, September 27, 2013, or such other date as agreed between parties between the Joint Global Coordinators (for themselves and on behalf of the Underwriters) and us (for ourselves and on behalf of the Selling Shareholders), the Global Offering will not proceed and will lapse. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, including the risk factors set out in the section headed “Risk Factors.” The Joint Global Coordinators may, with our consent (for ourselves and on behalf of the Selling Shareholders), reduce the number of Offer Shares being offered under the Global Offering and/or the indicative offer price range below as stated in this prospectus at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case, an announcement will be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company at www.forgame.com not later than the morning of the day which is the last day for lodging applications under the Hong Kong Public Offering. Details of the arrangement will then be announced by us as soon as practicable. For further information, please refer to the sections headed “Structure of the Global Offering” and “How to Apply for Hong Kong Offer Shares.” The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Global Coordinators (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. Please refer to the section headed “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for Termination.” September 19, 2013 EXPECTED TIMETABLE(1) If there is any change in the following expected timetable of the Hong Kong Public Offering, we will issue an announcement in Hong Kong to be published in English in South China Morning Post and in Chinese in Hong Kong Economic Times. Latest time to complete electronic applications under White Form elPO service through the designated website www.eipo.com.hk(2) ....................... 11:30 a.m. on Wednesday, September 25, 2013 Application lists of the Hong Kong Public Offering open(3) .................. 11:45 a.m. on Wednesday, September 25, 2013 Latest time to lodge WHITE and YELLOW Application Forms ............. 12:00 noon on Wednesday, September 25, 2013 Latest time to give electronic application instructions to HKSCC(4) .......... 12:00 noon on Wednesday, September 25, 2013 Latest time to complete payment of White Form eIPO applications by effecting internet banking transfer(s) or PPS payment transfer(s) ..................... 12:00 noon on Wednesday, September 25, 2013 Application lists of the Hong Kong Public Offering close .................... 12:00 noon on Wednesday, September 25, 2013 Expected Price Determination Date(5) ................................... Thursday, September 26, 2013 (1) Announcement of: • the Offer Price; • an indication of the level of interest in the International Placing; • the level of applications in the Hong Kong Public Offering; and • the basis of allocation of the Hong Kong Offer Shares to be published in South China Morning Post (in English) and Hong Kong Economic Times (in Chinese) and on the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company at www.forgame.com on or before(6) ..................................................... Wednesday, October 2, 2013 (2) Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels including the websites of the Hong Kong Stock Exchange at www.hkexnews.hk and our Company’s website at www.forgame.com (see paragraph entitled “Publication of Results” in the section headed “How to Apply for Hong Kong Offer Shares”) from .............................................. Wednesday, October 2, 2013 (3) A full announcement of the Hong Kong Public Offering containing (1) and (2) above to be published on the website of the Hong Kong Stock Exchange at www.hkexnews.hk(7) and the Company’s website at www.forgame.com(8) from ........................................................... Wednesday, October 2, 2013 Results of allocations for the Hong Kong Public Offering will be available at www.iporesults.com.hk with a “search by ID” function .................... Wednesday, October 2, 2013 Dispatch of Share certificates in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before(6) ......... Wednesday, October 2, 2013 Dispatch of White Form e-Refund payment instructions/refund cheques on or before(9) ........................................................... Wednesday, October 2, 2013 Dealings in Shares on the Hong Kong Stock Exchange to commence on ........ Thursday, October 3, 2013 i EXPECTED TIMETABLE(1) Notes: (1) All times and dates refer to Hong Kong local time and date, except as otherwise stated. (2) You will not be permitted to submit your application through the designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you have already submitted your application and obtained an application reference number from the designated website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment of application monies) until 12:00 noon on the last day for submitting applications, when the application lists close. (3) If there is a tropical cyclone warning signal number 8 or above, or a “black” rainstorm warning at any time between 9:00 a.m. and 12:00 noon on Wednesday, September 25, 2013, the application lists will not open on that day.