[INTRODUCTION 1 2 PART I. 3 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 58 Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 58 Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 82 Item] [Amendments to the Amended and Restated Memorandum and Articles of Association EX-1.2 2 dex12.htm AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM] [PERFECT WORLD CO., LTD. SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company Compensation Committee 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 so indicates. 2.1 “ Award 2.2 “ Award Agreement] [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 Holding 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. 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. Kelvin Wing Kee Lau Chief Financial Officer] [[Letterhead of Maples and Calder] Perfect World Co., Ltd. 8th Floor, Huakong Building No. 1 Shangdi East Road, Haidian District Beijing 100085, People’s Republic of China June 14, 2010 Dear Sirs Perfect World Co., Ltd. Yours faithfully Maples and Calder EX-15.1 9 dex151.htm CONSENT OF MAPLES AND CALDER.] [[Letterhead of King & Wood PRC Lawyers] June 14, 2010 Perfect World Co., Ltd. 8 th Floor, Huakong Building No. 1 Shangdi East Road Haidian District Beijing 100085 The People’s Republic of China Dear Sirs: We hereby consent to the reference of our firm under the headings “Key Information Risk Factors” and “Information on the Company” in Perfect World Co.,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-161193 and No. 333-146562) of Perfect World Co., Ltd. of our report dated June 14, 2010 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear in this Form 20-F.]