ANDDeposit Agreement • July 11th, 2007 • Perfect World Co., Ltd. • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 2nd, 2007 • Perfect World Co., Ltd. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2007 by and between Perfect World Co., Ltd., a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
PERFECT WORLD CO., LTD. AND DEUTSCHE BANK TRUST COMPANY AMERICAS, As Depositary AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of July , 2007Deposit Agreement • July 23rd, 2007 • Perfect World Co., Ltd. • New York
DEPOSIT AGREEMENT dated as of July , 2007 (the “Deposit Agreement”) among PERFECT WORLD CO., LTD. and its successors (the “Company”), DEUTSCHE BANK TRUST COMPANY AMERICAS, as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
AGREEMENT AND PLAN OF MERGER among Perfect Peony Holding Company Limited, Perfect World Merger Company Limited and Perfect World Co., Ltd. Dated as of April 26, 2015Merger Agreement • April 27th, 2015 • Perfect World Co., Ltd. • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER, dated as of April 26, 2015 (this “Agreement”), among Perfect Peony Holding Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), Perfect World Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Perfect World Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 29th, 2014 • Perfect World Co., Ltd. • Services-business services, nec • New York
SHARE PURCHASE AGREEMENT, dated as of April 18, 2014 (this “Agreement”), by and among Shanda SDG Investment Limited (the “Seller”), a British Virgin Islands corporation and a direct wholly-owned subsidiary of Shanda Interactive Entertainment Limited, a Caymans Islands company owned by Tianqiao Chen and his family members, and Perfect World Co., Ltd., a company incorporated under the laws of the Cayman Islands (together with any permitted transferee or assignee thereof under this Agreement, the “Purchaser”, together with the Seller, each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined shall have the meaning ascribed in Section 6.1 hereof.
Development Cooperation AgreementDevelopment Cooperation Agreement • April 29th, 2014 • Perfect World Co., Ltd. • Services-business services, nec
NOW, THEREFORE, through friendly negotiations and abiding by the principle of equality and mutual benefit, both parties hereby agree as follows:
Exclusive Technology Support and Service AgreementExclusive Technology Support and Service Agreement • April 29th, 2014 • Perfect World Co., Ltd. • Services-business services, nec
Call Option AgreementCall Option Agreement • May 11th, 2012 • Perfect World Co., Ltd. • Services-business services, nec
THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on December 2, 2011.
Equity Pledge AgreementEquity Pledge Agreement • May 11th, 2012 • Perfect World Co., Ltd. • Services-business services, nec
THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on November 4, 2011.
Copyright Transfer AgreementCopyright Transfer Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
This Copyright Transfer Agreement (“this Agreement”) is entered into by and between the following two parties in Beijing, People’s Republic of China as of May 24, 2007:
Premises Lease ContractPremises Lease Contract • July 2nd, 2007 • Perfect World Co., Ltd.
In accordance with the “Contract Law of the People’s Republic of China” and related laws and regulations, Party A and Party B, abiding by the principle of equality, free will, fairness and credibility and through friendly negotiations, hereby enter into this Contract with respect to Party B leasing the Premises defined below (for office purpose) from Party A, on and subject to the terms and conditions as set forth below:
Equity Pledge AgreementEquity Pledge Agreement • May 9th, 2011 • Perfect World Co., Ltd. • Services-business services, nec
THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and between the parties below (“the Parties”) in Beijing on February 12, 2011:
Loan AgreementLoan Agreement • June 19th, 2009 • Perfect World Co., Ltd. • Services-business services, nec
PERFECT WORLD CO., LTD. CLASS B ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • July 23rd, 2007 • Perfect World Co., Ltd. • New York
Equity Pledge AgreementEquity Pledge Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
THIS EQUITY PLEDGE AGREEMENT (“this Agreement” )is entered into by and between the parties below (“the Parties”) in Beijing on April 4, 2007.
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • July 2nd, 2007 • Perfect World Co., Ltd. • New York
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of September 6, 2006, by and among PERFECT WORLD CO., LTD., an exempted company organized under the laws of the Cayman Islands (the “Company”), PERFECT HUMAN HOLDING COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Perfect Human”), PROSPEROUS WORLD COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Prosperous World”), BEIJING POWER CREATIVE WEB TECH. CO., LTD., a wholly owned foreign enterprise incorporated under the laws of the PRC (the “PRC Subsidiary”), BEIJING PERFECT WORLD CO., LTD., a limited liability company incorporated under the laws of the PRC (the “Operating Company”), the persons listed in Schedule A attached hereto (the “Founders”), and SB ASIA INVESTMENT FUND II, L.P., an exempted limited partnership organized and existing under the laws of the Cayman Islands and its affiliated companies (the “Investors”).
Development Cooperation AgreementDevelopment Cooperation Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
NOW, THEREFORE, through friendly negotiations and abiding by the principle of equality and mutual benefit, both parties hereby agree as follows:
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • June 19th, 2009 • Perfect World Co., Ltd. • Services-business services, nec • New York
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” and collectively, the “Parties”).
Intellectual Property Right Transfer, Non-competition and Confidentiality AgreementIntellectual Property Right Transfer, Non-Competition and Confidentiality Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
The Company and the Employee already signed the labor contract on and as of and the Employee is employed by the Company. In order to define the ownership of the Service Results (as defined below) that may be created by the Employee during his/her employment with the Company and specify the other matters relating to and in connection with intellectual property rights and confidentiality, the Company and the Employee hereby agree to enter into this Agreement.
Equity Pledge AgreementEquity Pledge Agreement • May 11th, 2012 • Perfect World Co., Ltd. • Services-business services, nec
THIS EQUITY PLEDGE AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on February 16, 2012. This agreement is valid dating from the signing day of Equity Transfer Agreement, signed by Yufeng Chi, Qi Zhu and Yunfan Zhang on July 25, 2011.
LIMITED GUARANTEELimited Guarantee • April 27th, 2015 • Perfect World Co., Ltd. • Services-business services, nec • New York
Limited Guarantee, dated as of April 26, 2015 (this “Limited Guarantee”), by Perfect Human Holding Company Limited (the “Guarantor”), in favor of Perfect World Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Guaranteed Party, Perfect Peony Holding Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Perfect World Merger Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined have the meanings given to them in the Merger Agreement.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • July 2nd, 2007 • Perfect World Co., Ltd. • New York
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”) is entered into as of September 6, 2006 by and among PERFECT WORLD CO., LTD., an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), each of the persons set forth in Schedule A hereto (the “Founders” and each, a “Founder”), PERFECT HUMAN HOLDING COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Perfect Human”), PROSPEROUS WORLD COMPANY LIMITED, a business company organized under the laws of the British Virgin Islands (“Prosperous World”) and SB ASIA INVESTMENT FUND II, L.P., a limited partnership organized and existing under the laws of Cayman Islands and its affiliate companies (the “Investors”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • September 2nd, 2014 • Perfect World Co., Ltd. • Services-business services, nec • New York
SHARE PURCHASE AGREEMENT, dated as of September 1, 2014 (this “Agreement”), by and among Primavera Capital (Cayman) Fund I L.P., a limited partnership organized under the laws of the Cayman Islands (“PV” and a “Seller”), Perfect World Co., Ltd., an exempted company incorporated under the laws of the Cayman Islands (“PW” and a “Seller”, and together with PV, the “Sellers”), and Shanghai Buyout Fund L.P. (上海并购股权投资基金合伙企业（有限合伙）), a limited partnership formed under the laws of the People’s Republic of China (together with any permitted transferee or assignee thereof under this Agreement, the “Purchaser”, together with the Sellers, each a “Party” and collectively, the “Parties”). Capitalized terms not otherwise defined shall have the meaning ascribed in Section 6.1 hereof.
Loan AgreementLoan Agreement • April 29th, 2014 • Perfect World Co., Ltd. • Services-business services, nec
Equity Pledge AgreementEquity Pledge Agreement • April 29th, 2014 • Perfect World Co., Ltd. • Services-business services, nec
This Equity Pledge Agreement (hereinafter referred to as “this Agreement”) is hereby made and concluded by and between the following Parties in Beijing, People’s Republic of China (hereinafter referred to as “China”) on December 10, 2013.
Beijing Municipal Purchase & Sale Contract for Completed Commercial HousingPurchase & Sale Contract • May 16th, 2008 • Perfect World Co., Ltd. • Services-business services, nec
Business Operation AgreementBusiness Operation Agreement • April 29th, 2014 • Perfect World Co., Ltd. • Services-business services, nec
This Business Operation Agreement (hereinafter referred to as “this Agreement”) is hereby made and concluded by and between the following Parties in Beijing, People’s Republic of China (hereinafter referred to as “China”) on December 10, 2013.
Exclusive Technology Support and Services AgreementExclusive Technology Support and Services Agreement • May 9th, 2011 • Perfect World Co., Ltd. • Services-business services, nec
This Exclusive Technology Support and Services Agreement (“this Agreement”) is entered into by and between the following parties below in Beijing, PRC as of February 12, 2011:
Call Option AgreementCall Option Agreement • April 29th, 2014 • Perfect World Co., Ltd. • Services-business services, nec
This Call Option Agreement (hereinafter referred to as “this Agreement”) is hereby made and concluded by and between the following Parties in Beijing, People’s Republic of China (hereinafter referred to as “China”) on December 10, 2013.
Employment ContractEmployment Contract • July 2nd, 2007 • Perfect World Co., Ltd.
In accordance with the “Labor Law of the People’s Republic of China”, Party A and Party B, abiding by the principle of equality and free will and through negotiations, hereby enter into this Contract, on and subject to the terms and conditions as set forth below.
Equity Transfer AgreementEquity Transfer Agreement • May 11th, 2012 • Perfect World Co., Ltd. • Services-business services, nec
This Agreement is hereby made and concluded by and between the following Parties in Beijing, People’s Republic of China (hereinafter referred to as “China”) on July 25, 2011.
Loan AgreementLoan Agreement • May 11th, 2012 • Perfect World Co., Ltd. • Services-business services, nec
Huakong Building Lease AgreementBuilding Lease Agreement • July 2nd, 2007 • Perfect World Co., Ltd.
In accordance with the stipulations of the Contract Law of the People’s Republic of China and other related laws, Party A and Party B, on the basis of equality and free will, hereby enter into this Agreement with respect to the lease of the Premises as defined below:
CONSENT AND RELEASE dated as of September 1, 2014Consent and Release • September 2nd, 2014 • Perfect World Co., Ltd. • Services-business services, nec • New York
Reference is made to (i) that certain share purchase agreement dated as of January 27, 2014 (the “PV Share Purchase Agreement”) by and between Shanda SDG Investment Limited (the “Seller”) and Primavera Capital (Cayman) Fund I L.P. (“PV”) and (ii) that certain share purchase agreement dated as of April 18, 2014 (the “PW Share Purchase Agreement”) by and between the Seller and Perfect World Co., Ltd. (“PW”).
Capital Increase and Share Transfer Agreement April of 2009Capital Increase and Share Transfer Agreement • June 19th, 2009 • Perfect World Co., Ltd. • Services-business services, nec
This Capital Increase and Share Transfer Agreement (this “Agreement”) is entered into by and between the following parties:
