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Perfect World Announces Shareholder Resolutions Adopted at 2009 Annual General Meeting

 

BEIJING, Nov. 14 /PRNewswire-Asia/ -- Perfect World Co., Ltd. (Nasdaq: PWRD) ("Perfect World" or the "Company"), a leading online game developer and operator based in China, announced shareholder resolutions adopted at its annual general meeting of shareholders held in Hong Kong today.

(Logo: http://www.newscom.com/cgi-bin/prnh/20090416/CNTH023LOGO )

Perfect World's shareholders adopted the following resolutions proposed by the Company:

    1. Amendment of Section 3.1 (a) of the amended and restated Share
       Incentive Plan of the Company by replacing it with the following
       paragraph: "Subject to the provisions of Article 8 and Section 3.l (b),
       the maximum aggregate number of Shares(1) which may be issued pursuant
       to all Awards (including Incentive Share Options) is 44,645,000, or a
       lesser number of Shares determined by the Committee."(2)


       (1) Each ADS represents five ordinary shares.
       (2) This amendment to the amended and restated Share Incentive Plan, or
           the Plan, effectively increases the number of Class B ordinary
           shares of the Company authorized for issuance under the Plan by
           2,500,000.

    2. Amendment of Section 5.2 (a) (ii) and (iii) of the amended and restated
       Share Incentive Plan of the Company by replacing it with the following
       paragraph: "(ii) Three months after the Participant's termination of
       employment as an Employee other than for Disability or death; and (iii)
       One year after the date of the Participant's termination of employment
       or service on account of Disability or death. Upon the Participant's
       Disability or death, any Incentive Share Option exercisable at the
       Participant's Disability or death may be exercised by the Participant's
       legal representative or representatives, by the person or persons
       entitled to do so pursuant to the Participant's last will and testament,
       or, if the Participant fails to make testamentary disposition of such
       Incentive Share Option or dies intestate, by the person or persons
       entitled to receive the Incentive Share Option pursuant to the
       applicable laws of descent and distribution."

    3. Ratification of the appointment of Mr. Han Zhang as an independent
       director of the Company;

    4. Ratification of the appointment of Mr. Daniel Dong Yang as an
       independent director of the Company;

    5. Ratification of the appointment of the Independent Auditor
       PricewaterhouseCoopers for the fiscal year 2008;

    6. Appointment of the Independent Auditor PricewaterhouseCoopers for the
       fiscal year 2009;

    7. Amendment of Article 1 of the amended and restated Memorandum and
       Articles of Association of the Company by adding the following
       definition: "Designated Stock Exchange" means The Nasdaq Stock Market.

    8. Amendment of Article 111 of the amended and restated Memorandum and
       Articles of Association of the Company by replacing it with the
       following new article: "111. Subject to applicable law and rules of the
       Designated Stock Exchange: (1) The Board shall appoint an Auditor to
       audit the accounts of the Company and such Auditor shall hold office
       until the Board appoints another Auditor. Such Auditor may be a Member
       but no Director or officer or employee of the Company shall, during his
       continuance in office, be eligible to act as an Auditor of the Company.
       (2) A person, other than a retiring Auditor, shall not be capable of
       being appointed Auditor at a Board meeting unless notice in writing of
       an intention to nominate that person to the office of Auditor has been
       given not less than fourteen (14) days before the Board meeting and
       furthermore, the Company shall send a copy of any such notice to the
       retiring Auditor. (3) The Board may, at any Board meeting convened and
       held in accordance with these Articles, remove the Auditor at any time
       before the expiration of his term of office and shall at that meeting
       appoint another Auditor in his stead for the remainder of his term."

    9. Inclusion of financial statements of fiscal year 2008 in the Company's
       2008 annual report; and

    10.To authorize each of the directors to take any and every action that
       might be necessary to effect the foregoing resolutions 1 to 9 as such
       director, in his absolute discretion, thinks fit.

About Perfect World Co., Ltd. ( http://www.pwrd.com )

Perfect World Co., Ltd. (NASDAQ: PWRD) is a leading online game developer and operator based in China. Perfect World primarily develops online games based on proprietary game engines and game development platforms. The Company's strong technology and creative game design capabilities, combined with extensive knowledge and experiences in the online game market, enable it to frequently introduce popular games that are designed to cater to changing customer preferences and market trends promptly. The Company's current portfolio of self-developed online games includes massively multiplayer online role playing games ("MMORPGs"): "Perfect World," "Legend of Martial Arts," "Perfect World II," "Zhu Xian," "Chi Bi," "Pocketpet Journey West," "Battle of the Immortals" and "Fantasy Zhu Xian;" and an online casual game: "Hot Dance Party." While a substantial portion of the revenues are generated in China, the Company's games have been licensed to leading game operators in a number of countries and regions in Asia, Europe and South America. The Company also generates revenues from game operation in North America. The Company plans to continue to explore new and innovative business models and remains deeply committed to maximizing shareholder value over time.

Safe Harbor Statements

This press release contains forward-looking statements. These statements constitute forward-looking statements under the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "future," "plans," "believes" and similar statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, but are not limited to, our limited operating history, our ability to protect our intellectual property rights, our ability to respond to competitive pressure, changes of the regulatory environment in China, and economic slowdown in China and/or elsewhere. Further information regarding these and other risks is included in Perfect World's filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. Perfect World does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

    For further information, please contact

    Perfect World Co., Ltd.
     Vivien Wang
     Investor Relations Officer
     Tel:   +86-10-5885-1813
     Fax:   +86-10-5885-6899
     Email: ir@pwrd.com
     http://www.pwrd.com

    Christensen Investor Relations
     Kathy Li
     Tel:   +1-480-614-3036
     Fax:   +1-480-614-3033
     Email: kli@christensenir.com

     Roger Hu
     Tel:   +852-2117-0861
     Fax:   +852-2117-0869
     Email: rhu@christensenir.com

SOURCE Perfect World Co., Ltd.

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