[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP A DELAWARE LIMITED LIABILITY PARTNERSHIP 世達國際律師事務所 30/F, CHINA WORLD OFFICE 2 NO. 1, JIAN GUO MEN WAI AVENUE BEIJING 100004 CHINA TEL: (86-10) 6535-5500 FAX: (86-10) 6535-5577 www.skadden.com June 19, 2015 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO]
[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP A DELAWARE LIMITED LIABILITY PARTNERSHIP 世達國際律師事務所 30/F, CHINA WORLD OFFICE 2 NO. 1, JIAN GUO MEN WAI AVENUE BEIJING 100004 CHINA TEL: (86-10) 6535-5500 FAX: (86-10) 6535-5577 www.skadden.com June 19, 2015 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES NEW YORK PALO ALTO WILMINGTON BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO]
[Use these links to rapidly review the document PRELIMINARY PROXY STATEMENT OF THE COMPANY , 2015 Shareholders of Perfect World Co., Ltd. Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of the shareholders of Perfect World Co., Ltd. (the "Company") to be held on , 2015 at a.m. (Hong Kong time). The meeting will be held] [Project PEAK Project PEAK Presentation to the Special Committee April 26, 2015 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with China Renaissance Securities (Hong Kong) Limited. Project PEAK Table of Contents Page I. Executive Summary 3 II. Overview] [Perfect World Co., Ltd. Fairness Analysis Presented to the Special Committee of Independent Directors April 26, 2015 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff] [SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PERFECT WORLD CO., LTD. (Name of the Issuer) Perfect World Co., Ltd. (Names of Persons Filing Statement) Ordinary Shares, par value US$0.0001 per share American Depositary Shares, each representing five Class B Ordinary Shares (Title of Class of Securities) 71372U104 (CUSIP Number)(1) Perfect World Co., Ltd. Perfect World Plaza, Tower 306 86 Beiyuan Road,]
[Use these links to rapidly review the document PRELIMINARY PROXY STATEMENT OF THE COMPANY , 2015 Shareholders of Perfect World Co., Ltd. Dear Shareholder: You are cordially invited to attend an extraordinary general meeting of the shareholders of Perfect World Co., Ltd. (the "Company") to be held on , 2015 at a.m. (Hong Kong time). The meeting will be held] [Project PEAK Project PEAK Presentation to the Special Committee April 26, 2015 PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with China Renaissance Securities (Hong Kong) Limited. Project PEAK Table of Contents Page I. Executive Summary 3 II. Overview] [Perfect World Co., Ltd. Fairness Analysis Presented to the Special Committee of Independent Directors April 26, 2015 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of portions hereof may not be made without prior approval of Duff] [SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT PERFECT WORLD CO., LTD. (Name of the Issuer) Perfect World Co., Ltd. (Names of Persons Filing Statement) Ordinary Shares, par value US$0.0001 per share American Depositary Shares, each representing five Class B Ordinary Shares (Title of Class of Securities) 71372U104 (CUSIP Number)(1) Perfect World Co., Ltd. Perfect World Plaza, Tower 306 86 Beiyuan Road,]
[* Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American depositary shares, each representing five Class B ordinary share. None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the Issuer's classes of capital or common stock as of the close of the period] [List of Subsidiaries and Consolidated Entities of Perfect World Co., Ltd. Wholly Owned Subsidiaries 1. Perfect Online Holding Limited, a Hong Kong company 2. Beijing Perfect World Software Co., Ltd., a PRC company 3. Beijing Perfect World Digital Entertainment Software Co., Ltd., a PRC company 4. Chengdu Perfect World Software Co., Ltd., formerly known as Chengdu InterServ Information and Technology] [I, Robert Hong Xiao, certify that: 1. I have reviewed this annual report on Form 20-F of Perfect World Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [I, Kelvin Wing Kee Lau, certify that: 1. I have reviewed this annual report on Form 20-F of Perfect World Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Robert Hong Xiao Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Kelvin Wing Kee Lau Chief Financial Officer] [[Letterhead of Maples and Calder] Perfect World Co., Ltd. Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District Beijing 100101, Peoples Republic of China April 30, 2015 Dear Sirs: Perfect World Co., Ltd. Yours faithfully Maples and Calder Maples and Calder] [[Letterhead of King & Wood Mallesons] April 30, 2015 Perfect World Co., Ltd. Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District Beijing 100101, The Peoples Republic of China Dear Sirs: Sincerely, King & Wood Mallesons King & Wood Mallesons] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-169333, No. 333-169332, No. 333-161193 and No. 333-146562) of Perfect World Co., Ltd. of our report dated April 30, 2015 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears]
[* Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American depositary shares, each representing five Class B ordinary share. None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the Issuer's classes of capital or common stock as of the close of the period] [List of Subsidiaries and Consolidated Entities of Perfect World Co., Ltd. Wholly Owned Subsidiaries 1. Perfect Online Holding Limited, a Hong Kong company 2. Beijing Perfect World Software Co., Ltd., a PRC company 3. Beijing Perfect World Digital Entertainment Software Co., Ltd., a PRC company 4. Chengdu Perfect World Software Co., Ltd., formerly known as Chengdu InterServ Information and Technology] [I, Robert Hong Xiao, certify that: 1. I have reviewed this annual report on Form 20-F of Perfect World Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements] [I, Kelvin Wing Kee Lau, certify that: 1. I have reviewed this annual report on Form 20-F of Perfect World Co., Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Robert Hong Xiao Chief Executive Officer] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Kelvin Wing Kee Lau Chief Financial Officer] [[Letterhead of Maples and Calder] Perfect World Co., Ltd. Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District Beijing 100101, Peoples Republic of China April 30, 2015 Dear Sirs: Perfect World Co., Ltd. Yours faithfully Maples and Calder Maples and Calder] [[Letterhead of King & Wood Mallesons] April 30, 2015 Perfect World Co., Ltd. Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District Beijing 100101, The Peoples Republic of China Dear Sirs: Sincerely, King & Wood Mallesons King & Wood Mallesons] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-169333, No. 333-169332, No. 333-161193 and No. 333-146562) of Perfect World Co., Ltd. of our report dated April 30, 2015 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears]
[EQUITY CONTRIBUTION AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder EQUITY CONTRIBUTION AGREEMENT (this RECITALS WHEREAS, concurrently herewith, Parent, Perfect World Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a Merger Sub Merger Agreement Merger wholly owned subsidiary of Parent ( Exchange Act Shares Schedule A Rollover Shares Parent] [CHINA MERCHANTS BANK CO., LTD., 535 Madison Ave., 18th Floor New York, NY 10022 CHINA MERCHANTS BANK CO., LTD., China Merchants Bank Tower 7088 Shennan Blvd. Shenzhen, Guangdong, China WING LUNG BANK 45 Des Voeux Road Central Hong Kong CONFIDENTIAL April 24, 2015 Perfect World Merger Company Limited Perfect World Plaza, Tower 306, 19th Floor 86 Beiyuan Road Chaoyang District] [(1) This CUSIP number applies to the Issuers American depositary shares, each representing five Class B ordinary shares, par value $0.0001 per share.]
[EQUITY CONTRIBUTION AGREEMENT Agreement Parent Company Schedule A Rollover Shareholder EQUITY CONTRIBUTION AGREEMENT (this RECITALS WHEREAS, concurrently herewith, Parent, Perfect World Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a Merger Sub Merger Agreement Merger wholly owned subsidiary of Parent ( Exchange Act Shares Schedule A Rollover Shares Parent] [CHINA MERCHANTS BANK CO., LTD., 535 Madison Ave., 18th Floor New York, NY 10022 CHINA MERCHANTS BANK CO., LTD., China Merchants Bank Tower 7088 Shennan Blvd. Shenzhen, Guangdong, China WING LUNG BANK 45 Des Voeux Road Central Hong Kong CONFIDENTIAL April 24, 2015 Perfect World Merger Company Limited Perfect World Plaza, Tower 306, 19th Floor 86 Beiyuan Road Chaoyang District] [(1) This CUSIP number applies to the Issuers American depositary shares, each representing five Class B ordinary shares, par value $0.0001 per share.]
