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:
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
