[China Recycling Energy Corporation] [ May 16, 2012 VIA EDGAR Division of Corporation Finance 100 F Street, N.E. Attention: Mara L. Ransom, Assistant Director Lisa Kohl, Staff Attorney Re: China Recycling Energy Corporation Resale Form S-3/A (No.2) Registration Statement File No. 333-179628 Dear Ms. Kohl: If you have any further comments or require any further information or if any questions]
[] [10.1 No.: Bank of XI’AN South City Loan (2012) No. 7 Loan Contract for Working Capital Borrower: Xi’an TCH Energy Technology Co., Ltd Address: 86# Gaoxin Road, Gaoxin district, Xi’an Legal Representative: Ku Guohua Phone: Lender: Bank of XI’AN Co., Ltd. South City Branch Address: 1# Nan Guan Zheng Road Legal Representative: Li Peilin Phone: 87818014 Catalog Provision I Type] [CONVERTIBLE PROMISSORY NOTE TRANSFER AGREEMENT This CONVERTIBLE PROMISSORY NOTE TRANSFER AGREEMENT (the “Agreement”) is entered into as of the 28th day of April, 2012, by and among, Great Essential Investment, Ltd., a company registered in the Virgin Islands (“Great Essential”), Carlyle Asia Growth Partners III, L.P., a limited partnership organized under the laws of the Cayman Islands (“CAGP”) and CAGP] [CERTIFICATIONS I, Guohua Ku, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China Recycling Energy Corporation; 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] [CERTIFICATIONS I, David Chong, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China Recycling Energy Corporation; 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May 15, 2012 Guohua Ku Chairman of the Board and Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May 15, 2012 David Chong Chief Financial Officer and Secretary]
[] [10.1 No.: Bank of XI’AN South City Loan (2012) No. 7 Loan Contract for Working Capital Borrower: Xi’an TCH Energy Technology Co., Ltd Address: 86# Gaoxin Road, Gaoxin district, Xi’an Legal Representative: Ku Guohua Phone: Lender: Bank of XI’AN Co., Ltd. South City Branch Address: 1# Nan Guan Zheng Road Legal Representative: Li Peilin Phone: 87818014 Catalog Provision I Type] [CONVERTIBLE PROMISSORY NOTE TRANSFER AGREEMENT This CONVERTIBLE PROMISSORY NOTE TRANSFER AGREEMENT (the “Agreement”) is entered into as of the 28th day of April, 2012, by and among, Great Essential Investment, Ltd., a company registered in the Virgin Islands (“Great Essential”), Carlyle Asia Growth Partners III, L.P., a limited partnership organized under the laws of the Cayman Islands (“CAGP”) and CAGP] [CERTIFICATIONS I, Guohua Ku, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China Recycling Energy Corporation; 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] [CERTIFICATIONS I, David Chong, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of China Recycling Energy Corporation; 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May 15, 2012 Guohua Ku Chairman of the Board and Chief Executive Officer] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. May 15, 2012 David Chong Chief Financial Officer and Secretary]
[Perfect World Co., Ltd. Kelvin Wing Kee Lau Chief Financial Officer 2 Page]
[Perfect World Co., Ltd. Kelvin Wing Kee Lau Chief Financial Officer 2 Page]
[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, Peoples 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, Peoples 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 Peoples Republic of China Dear Sirs: Company We have acted as legal advisors as to the Peoples 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]
[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, Peoples 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, Peoples 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 Peoples Republic of China Dear Sirs: Company We have acted as legal advisors as to the Peoples 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]
[S.S. or I.R.S. Identification No. of Above Person T. ROWE PRICE ASSOCIATES, INC. 52-0556948 2 Check the Appropriate Box if a Member of a Group* (a) ____ NOT APPLICABLE (b) ____ 3 SEC Use Only ______________________________ 4 Citizenship or Place of Organization MARYLAND Number of 5 Sole Voting Power ** Shares 162,465 Beneficially 6 Shared Voting Power ** Owned By]
[S.S. or I.R.S. Identification No. of Above Person T. ROWE PRICE ASSOCIATES, INC. 52-0556948 2 Check the Appropriate Box if a Member of a Group* (a) ____ NOT APPLICABLE (b) ____ 3 SEC Use Only ______________________________ 4 Citizenship or Place of Organization MARYLAND Number of 5 Sole Voting Power ** Shares 162,465 Beneficially 6 Shared Voting Power ** Owned By]
[FORM 10-Q þ For the quarterly period ended: March 31, 2012 ¨ For the transition period from: _____________ to _____________ KINGOLD JEWELRY, INC. Delaware 001-15819 13-3883101 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) Identification No.) 15 Huangpu Science and Technology Park Jiang’an District Wuhan, Hubei Province, PRC 430023 (011) 86 27 65694977 (Former name, former address and former] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Zhihong Jia, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Kingold Jewelry, Inc.; 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] [CERTIFICATION OF CHIEF FINANCIAL OFFICER UNDER SECTION 302 OF THE SARBANES-OXLEY ACT I, Bin Liu, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Kingold Jewelry, Inc.; 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] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Zhihong Jia Chairman, Chief Executive Officer and EX-32.1 4 v312086_ex32-1.htm CERTIFICATION] [CERTIFICATION OF CHIEF FINANCIAL OFFICER SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) Bin Liu Chief Financial Officer and Principal Accounting Officer EX-32.2 5 v312086_ex32-2.htm CERTIFICATION]
