[INTRODUCTION 1 2 PART I. ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 33 ITEM 4A. UNRESOLVED STAFF COMMENTS 60 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 60 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 89 ITEM 7.] [Amendments to the Amended and Restated Memorandum and Articles of Association Amendment of Article 8(d)(iii) of the Amended and Restated Memorandum and Articles of Association of the Company by replacing it with the following paragraph: “Upon any sale, transfer or disposition of Class A Ordinary Shares by a holder thereof to any person or entity which is not an Affiliate] [Equity Transfer Agreement This Agreement is hereby made and concluded by and between the following Parties in Beijing, People’s Republic of China (hereinafter referred to as “China”) on July 25, 2011. Party A: Yufeng Chi ID No.: 110108197109148935 Address: 302, Unit 6, 5#, Yicheng Dongyuan Neighborhood, Haidian District, Beijing Qi Zhu ID No.: 110101197208063019 Address: 203, Unit 1, 2#, East] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on February 16, 2012. This agreement is valid dating from the signing day of Equity Transfer Agreement, signed by Yufeng Chi, Qi Zhu and Yunfan Zhang on July 25, 2011. Party A: Beijing Perfect World Software Technology Co.,] [Power of Attorney The shareholders of Beijng Huanxiang Zongheng Chinese Literature Website Co., Ltd. (“HZ Co.”), Yufeng Chi (ID No.: 110108197109148935), Qi Zhu (ID No.: 110101197208063019) and Yunfan Zhang (ID No.: 510283197902152833) hereby irrevocably authorize Beijing Perfect World Software Co. Ltd. (Registration No.: 110000410295807) to exercise the following rights within the valid term of this Power of Attorney: To authorize] [Exclusive Technology Support and Service Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on August 1, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Pictures Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech Park,] [Development Cooperation Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on August 1, 2011. Party A: Beijing Perfect Moment Pictures Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech Park, Shijingshan District, Beijing Party B: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing, China on December 2, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Network Technology Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on December 2, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Network Technology Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on December 3, 2011. Party A: Beijing Perfect World Software Co., Ltd. Domicile: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Network Technology Co., Ltd. Address: Room 8152, 3#, Xijing Road, Badachu High-tech] [Power of Attorney The shareholders of Beijing Perfect Moment Network Technology Co., Ltd., Yufeng Chi (ID No.: 110108197109148935) and Qi Zhu (ID No.: 110101197208063019) (collectively “the Authorizers”) hereby irrevocably authorize Beijing Perfect World Software Co. Ltd. (Registration No.: 110000410295807) (“the Authorized”) to exercise the following rights within the valid term of this Power of Attorney: To authorize the Authorized to] [Exclusive Technology Support and Service Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan] [Development Cooperation Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co. , Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan Industrial District,] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing, China on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road,] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on November 4, 2011. Party A: Beijing Perfect World Software Co., Ltd. Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing Party B: Tianjin Trendsters Investment Co., Ltd. Address: Room 211-2, IT Park, No. 1 Gonghua Road, Huayuan] [Power of Attorney The shareholders of Tianjin Trendsters Investment Co., Ltd. (“TT Co.”), Qing Li (ID No.: 13282119740504051X) and Qi Zhu (ID No.: 110101197208063019) (collectively “the Authorizers”) hereby irrevocably authorize Beijing Perfect World Software Co., Ltd. (Registration No.: 110000410295807) (“the Authorized”) to exercise the following rights within the valid term of this Power of Attorney: To authorize the Authorized to] [Loan Agreement THIS LOAN AGREEMENT (this “Agreement”) is entered into by and between the two parties below in Beijing on November 4, 2011. (1) Beijing Perfect World Software Co., Ltd. (the “Lender”) Legal Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing (2) Qing Li (the “Borrower”) ID Number: 13282119740504051X Each of the Lender and the Borrower is hereinafter referred] [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., a PRC company 5. Shanghai Perfect World Software Co., Ltd., a PRC company 6. Beijing Perfect World Game Software Co.,] [Certification I, Michael Yufeng Chi, 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 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] [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. S ICHAEL UFENG HI / Michael Yufeng Chi Chairman and 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. S ELVIN ING EE AU / 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, People’s Republic of China May 11, 2012 Dear Sirs Perfect World Co., Ltd. Yours faithfully Maples and Calder EX-15.1 24 d336323dex151.htm CONSENT OF MAPLES AND CALDER] [[Letterhead of King & Wood Mallesons] May 11, 2012 Perfect World Co., Ltd. Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District Beijing 100101, The People’s Republic of China Dear Sirs: Company We have acted as legal advisors as to the People’s Republic of China law to Perfect World Co., Ltd., an exempted limited liability company incorporated in the] [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 May 11, 2012 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear]