BEIJING, Sept. 18 /Xinhua-PRNewswire/ -- Perfect World Co., Ltd.
(Nasdaq: PWRD) (“Perfect World” or the “Company”), a leading online game developer and operator in China, will hold an Extraordinary General Meeting (“EGM”) of shareholders at 6 Floor, Golden Centre, 188 Des Voeux Road C., Central, Hong Kong on October 7, 2008.
The EGM will discuss and seek adoption of the following resolution to be proposed by the Company:
Amendment to the Company’s articles of association (the “Articles”) by deleting and replacing Article 13(b) of the Articles in its entirety with the following paragraph:
“13(b) Subject to the provisions of the Statute, the Company may
purchase its own shares (including any redeemable shares)
provided that the Members shall have approved the manner of
purchase by Ordinary Resolution or that the manner of purchase
is in accordance with the following Articles (this
authorisation being in accordance with Section 37(2)
of the Statute or any modification or re-enactment thereof
for the time being in force).
13(c) Purchase of shares listed on any securities exchange or other
system on which shares of the Company may be listed or otherwise
authorised for trading from time to time (an “Exchange”): The
Company is authorised to purchase any share listed on such
Exchange in accordance with the following manner of purchase: The
maximum number of shares that may be repurchased shall be equal
to the number of issued and outstanding shares less one share, at
such time, at such price and on such other terms as determined
and agreed by the Board of Directors in their sole discretion,
provided, however, that (i) such repurchase transactions shall be
in accordance with the relevant code, rules and regulations
applicable to the listing of the shares on the Exchange; and
(ii) at the time of the repurchase the Company is able to pay
its debts as they fall due in the ordinary course of its
business.
13(d) Purchase of shares not listed on an Exchange. The Company is
authorised to purchase any share not listed on an Exchange in
accordance with the following manner of purchase: The Company
shall serve a repurchase notice in a form approved by the
Directors on the Member from whom the shares are to be
repurchased at least two days prior to the date specified in the
notice as being the repurchase date; the price for the
shares being repurchased shall be such price agreed between the
Board of Directors and the applicable Member; the date of
repurchase shall be the date specified in the repurchase notice;
and the repurchase shall be on such other terms as specified in
the repurchase notice as determined and agreed by the Board of
Directors and the applicable Member in their sole discretion.
13(e) The purchase of any share shall not oblige the Company to
purchase any other share other than as may be required pursuant
to applicable law and any other contractual obligations of the
Company.
13(f) The Company may make a payment in respect of the redemption or
purchase of its own shares in any manner permitted by the
Statute, including out of capital.
13(g) The holder of the shares being purchased shall be bound to
deliver up to the Company at its registered office or such other
place as the Board of Directors shall specify, the certificate(s)
(if any) thereof for cancellation and thereupon the Company
shall pay to him the purchase or redemption monies or
consideration in respect thereof.”
About Perfect World Co., Ltd. (http://www.pwrd.com )
Perfect World Co., Ltd. (Nasdaq: PWRD) is a leading online game developer and operator in China. Perfect World primarily develops three-dimensional (“3D”) online games based on the proprietary Angelica 3D game engine and game development platform. The Company’s strong technology and creative game design capabilities, combined with extensive local knowledge and experience, enable it to frequently and rapidly introduce popular games that are designed to cater to changing customer preferences and market trends in China. The Company’s current portfolio of self-developed online games includes 3D massively multiplayer online role playing games (“MMORPGs”): “Perfect World,” “Legend of Martial Arts,” “Perfect World II,” “Zhu Xian,” “Chi Bi” and “Pocketpet Journey West;” and a 3D online casual game: “Hot Dance Party.” While most 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 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, and changes of the regulatory environment in China. 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
Web: http://www.pwrd.com
Christensen Investor Relations
Kathy Li
Tel: +1-212-618-1978
Fax: +1-480-614-3033
Email: kli@christensenir.com
Jung Chang
Tel: +852-2117-0861
Fax: +852-2117-0869
Email: jchang@christensenir.com
