BEIJING, Nov. 14 /PRNewswire-Asia/ -- Perfect World Co., Ltd. (Nasdaq: PWRD - News; "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.
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
About Perfect World Co., Ltd. ( http://www.pwrd.com )
Perfect World Co., Ltd. (NASDAQ: PWRD - News) 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
