[INTRODUCTION 1 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 31 Item 4A. Unresolved staff comments 59 Item 5. Operating and Financial Review and Prospects 59 Item 6. Directors, Senior Management and Employees 85 Item 7.] [THE COMPANIES LAW (2007 REVISION) OF THE CAYMAN ISLANDS Company Limited by Shares AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PERFECT WORLD CO., LTD. Adopted by special resolution passed on June 29, 2007, and 1. The name of the Company is PERFECT WORLD CO., LTD. 2. The Registered Office of the Company shall be at the offices of M&C Corporate] [Share Option Plan of Perfect World Co., Ltd. 1. Institution The Company has set up the Compensation Management Committee under the Board of Directors, which is responsible for all of the work relating to share option incentive plan. 2. Target Persons All employees, including core level (senior management, senior technical personnel), key level (intermediate management, programmers), ordinary employees and Company’s] [Loan Agreement THIS LOAN AGREEMENT (this “Agreement”) is entered into by and between the two parties below in Beijing on May 20, 2008. (1) Beijing Perfect World Software Co., Ltd. (the “Lender”) Legal Address: 8F, Huakong Building, 1# Shangdi East Road, Haidian District, Beijing (2) Yufeng Chi (the “Borrower”) ID Number: 110108197109148935 Each of the Lender and the Borrower is] [Loan Agreement THIS LOAN AGREEMENT (this “Agreement”) is entered into by and between the two parties below in Beijing on May 20, 2008. (1) Beijing Perfect World Software Co., Ltd. (the “Lender”) Legal Address: 8F, Huakong Building, 1# Shangdi East Road, Haidian District, Beijing (2) Qi Zhu (the “Borrower”) ID Number: 110101197208063019 Each of the Lender and the Borrower is] [Exclusive Technology Support and Service Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on June 25, 2008. Party A: Beijing Perfect World Software Co., Ltd. Domicile: 8F, Huakong Building, 1# Shangdi East Road, Haidian District, Beijing Party B: Beijing Huanxiang Zongheng Network Technology Co., Ltd. Domicile: E701, Yingchuang Dongli, 1# Shangdi] [Development Cooperation Agreement THIS AGREEMENT (“this Agreement”) is entered into by and between the two parties below in Beijing on June 25, 2008. Party A: Beijing Huanxiang Zongheng Network Technology Co., Ltd. Domicile: E701, Yingchuang Dongli, 1# Shangdi East Road, Haidian District Party B: Beijing Perfect World Software Co., Ltd. Domicile: 8F, Huakong Building, 1# Shangdi East Road, Haidian 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 June 25, 2008. Party A: Beijing Perfect World Software Co., Ltd. Address: 8F, Huakong Building, 1# Shangdi East Road, Haidian District, Beijing Party B: Beijing Huanxiang Zongheng Network Technology Co., Ltd. Address: E701, Yingchuang Dongli, 1#] [Call Option Agreement THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on June 25, 2008. Party A: Beijing Perfect World Software Co., Ltd. Address: 8F, Huakong Building, 1# Shangdi East Road, Haidian District, Beijing Party B: Beijing Huanxiang Zongheng Network Technology Co., Ltd. Address: E701, Yingchuang Dongli, 1# Shangdi] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT (“this Agreement” )is entered into by and among the parties below (“the Parties”) in Beijing on April 24, 2009. Party A: Beijing Perfect World Software Co., Ltd. Domicile: 8F, Huakong Building, 1# Shangdi East Road, Haidian District, Beijing Party B: Beijing Huanxiang Zongheng Network Technology Co., Ltd. Domicile: E701, Yingchuang Dongli, 1# Shangdi] [Power of Attorney Yufeng Chi (ID No.: 110108197109148935) and Qi Zhu (ID No.: 110101197208063019) (collectively “the Authorizers”) hereby irrevocably authorize Beijing Perfect World Software Co., Ltd. (business license No.: Q.D.J.Z.F.Z. No. 029580) (“the Authorized”) to exercise the following rights within the valid term of this Power of Attorney: To authorize the Authorized to fully and completely represent the Authorizers to] [HARE URCHASE GREEMENT S BY AND AMONG NTER ERV NC GLOBAL I GLOBAL INTERSERV (CAYMANS) INC. AND ERFECT AME OLDING IMITED P ATED ECEMBER D D Table of Contents Page ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION 1 Section 1.1. Definitions 1 Section 1.2. Rules of Construction 5 ARTICLE II PAYMENT DATE; PURCHASE AND SALE 5 Section 2.1. Purchase and] [SHARE REPURCHASE AGREEMENT THIS SHARE REPURCHASE AGREEMENT (“this Agreement”) is made as of December 29, 2008, by and among Perfect World Co., Ltd., a company organized under the laws of the Cayman Islands (“Purchaser”), SB Asia Investment Fund II L.P. (“SAIF”), a limited partnership organized and existing under the laws of the Cayman Islands, and Daniel Dong Yang, a Hong] [Capital Increase and Share Transfer Agreement April of 2009 This Capital Increase and Share Transfer Agreement (this “Agreement”) is entered into by and between the following parties: Beijing Perfect World Network Technology Co., Ltd., a limited liability company incorporated under Chinese laws, with its legal address at 8F, Huakong Building, 1# Shangdi East Road, Haidian District, Beijing; Beijing Jiuzhou Kaiyuan] [SHARE REPURCHASE AGREEMENT THIS SHARE REPURCHASE AGREEMENT (“this Agreement”) is made as of June 1, 2009, by and between Perfect World Co., Ltd., a company organized under the laws of the Cayman Islands (“Purchaser”) and SB Asia Investment Fund II L.P. (“SAIF” or “Seller”), a limited partnership organized and existing under the laws of the Cayman Islands, (each, a “Party”] [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] [Certifications I, Michael Yufeng Chi, certify that: 1. I have reviewed this annual report on Form 20-F of Perfect World Co., Ltd. (the “Company”); 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] [Certifications I, Kelvin Wing Kee Lau, certify that: 1. I have reviewed this annual report on Form 20-F of Perfect World Co., Ltd. (the “Company”); 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] [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 19, 2009 Dear Sirs Perfect World Co., Ltd. Yours faithfully Maples and Calder EX-15.1 21 dex151.htm CONSENT OF MAPLES AND CALDER] [[Letterhead of King & Wood PRC Lawyers] June 19, 2009 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: Yours faithfully, King & Wood PRC Lawyers EX-15.2 22 dex152.htm CONSENT OF KING & WOOD] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-146562) of Perfect World Co., Ltd. of our report dated June 19, 2009 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appear in this Form 20-F. Beijing, People’s Republic]