[TABLE OF CONTENTS 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 30 ITEM 4A. UNRESOLVED STAFF COMMENTS 62 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 62 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES] [PERFECT WORLD CO., LTD. 2010 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of this 2010 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context] [Exclusive Technology Support and Services Agreement This Exclusive Technology Support and Services Agreement (“this Agreement”) is entered into by and between the following parties below in Beijing, PRC as of February 12, 2011: Party A: Address: Party B: Address: WHEREAS: (1) Party A is a wholly foreign-owned enterprise incorporated and existing under the laws of the People’s Republic of China] [Development Cooperation Agreement This Development Cooperation Agreement (“this Agreement”) is entered into between the following parties in Beijing, PRC as of February 12, 2011: Party A: Address: Party B: Address: WHEREAS: 1. Party A is a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China (the “PRC”), which is engaged in the] [Business Operation Agreement THIS BUSINESS OPERATION AGREEMENT (“this Agreement”) is entered into among the following parties (“the Parties”) in Beijing, China as of February 12, 2011. Party A: Address: Party B: Address: Party C: Michael Yufeng CHI ID Number: Address: Tian LIANG ID Number: Address: WHEREAS: 1. Party A is a wholly foreign-owned enterprise duly incorporated and validly existing under] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on February 12, 2011. Party A Domicile: Building 306, #86 Beiyuan Road, Chaoyang District, Beijing 100101, China Party B Domicile: Room 8152, No. 3 Xijing Road, Badachu Science and Technology Park, Shijingshan District, Beijing : Party C Michael] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and between the parties below (“the Parties”) in Beijing on February 12, 2011: Party A: Beijing Perfect World Software Co., Ltd. Address: Building 306, 86 Beiyuan Road, Chaoyang District, Beijing Party B: Beijing Perfect Moment Pictures Co., Ltd. Address: Room 8152, No. 3 Xijing Road, Badachu Science] [Power of Attorney The SHAREHOLDERS, Michael Yufeng CHI (ID: 110108197109148935) and Tian LIANG (ID: 110102197006282316) (collectively the “Shareholders”) of Beijing Perfect Moment Pictures Co., Ltd., (“Perfect Moment”) hereby irrevocably appoint Perfect World (Beijing) Software Co., Ltd. (business license No.: 110000410295807) (“PW Software”) to exercise the following powers and rights during the term of this Power of Attorney: To authorize PW] [Wholly-Owned Subsidiaries 1. Beijing Perfect World Software Co., Ltd., a PRC company 2. Perfect Online Holding Limited, a Hong Kong company 3. Perfect World Entertainment Inc., a Delaware, USA company 4. Perfect World Interactive Entertainment Co., Ltd., a Cayman Islands company 5. Perfect Game Holdings Limited, a British Virgin Islands company 6. Global Interserv (Caymans) Inc., a Cayman Islands company] [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 9, 2011 Dear Sirs Perfect World Co., Ltd. Yours faithfully Maples and Calder EX-15.1 14 dex151.htm CONSENT OF MAPLES AND CALDER] [[Letterhead of King & Wood] May 9, 2011 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 Cayman] [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 9, 2011 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear]