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, 2015Agreement and Plan of Merger • 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”).
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.
