Form 20-F Perfect World Co., Ltd
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) អ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ፤ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013. OR អ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to OR អ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 001-33587 PERFECT WORLD CO., LTD. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District Beijing 100101, People’s Republic of China (Address of principal executive offices) Kelvin Wing Kee Lau, Chief Financial Officer Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District Beijing 100101, People’s Republic of China Phone: (86 10) 5780-5700 Facsimile: (86 10) 5780-5713 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered American Depositary Shares, each The NASDAQ Stock Market LLC representing five Class B ordinary shares, (The NASDAQ Global Select Market) par value US$0.0001 per share Class B ordinary shares, The NASDAQ Stock Market LLC par value US$0.0001 per share (The NASDAQ Global Select Market)* * Not for trading, but only in connection with the listing on The NASDAQ Global Select Market of American depositary shares, each representing five Class B ordinary share. Securities registered or to be registered pursuant to Section 12(g) of the Act: None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None (Title of Class) Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 29,671,195 Class A ordinary shares, par value US$0.0001 per share, and 217,308,865 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2013. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Ye s No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Ye s No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Ye s No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Ye s No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer អ Accelerated filer ፤ Non-accelerated filer អ Indicate by check mark which basis of accounting the registrant has been to prepare the financial statements included in this filing: U.S. GAAP ፤ International Financial Reporting Standards as issued Other អ by the International Accounting Standards Board អ If ‘‘other’’ has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Ye s No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Ye s No TABLE OF CONTENTS Page INTRODUCTION ............................................................. 1 FORWARD-LOOKING INFORMATION ............................................. 2 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS .......... 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE ......................... 3 ITEM 3. KEY INFORMATION ................................................ 3 ITEM 4. INFORMATION ON THE COMPANY .................................... 35 ITEM 4A. UNRESOLVED STAFF COMMENTS ..................................... 61 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS ................... 62 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES ................... 96 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ............ 106 ITEM 8. FINANCIAL INFORMATION .......................................... 110 ITEM 9. THE OFFER AND LISTING ........................................... 113 ITEM 10. ADDITIONAL INFORMATION ......................................... 114 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ..... 124 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES .......... 125 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES ................ 126 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS ................................................ 126 ITEM 15. CONTROLS AND PROCEDURES ....................................... 127 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT ............................... 127 ITEM 16B. CODE OF ETHICS .................................................. 128 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES .......................... 128 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES .... 128 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS ..................................................... 128 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT ................... 128 ITEM 16G. CORPORATE GOVERNANCE ......................................... 128 ITEM 16H. MINE SAFETY DISCLOSURE ......................................... 128 ITEM 17. FINANCIAL STATEMENTS ........................................... 129 ITEM 18. FINANCIAL STATEMENTS ........................................... 129 ITEM 19. EXHIBITS ........................................................ 129 Exhibit 4.45 Exhibit 4.46 Exhibit 4.47 Exhibit 4.48 Exhibit 4.49 Exhibit 4.50 Exhibit 4.51 Exhibit 4.52 Exhibit 4.53 Exhibit 8.1 Exhibit 12.1 Exhibit 12.2 Exhibit 13.1 Exhibit 13.2 Exhibit 15.1 Exhibit 15.2 Exhibit 15.3 101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE i INTRODUCTION In this annual report, except where the context otherwise requires and for purposes of this annual report only: • ‘‘we,’’ ‘‘us,’’ ‘‘our company,’’ ‘‘our’’ and ‘‘Perfect World’’ refer to Perfect World Co., Ltd., a Cayman Islands company, and its subsidiaries, and, in the context of describing our operations, risk factors and financial results, also include our variable interest entities; • ‘‘MMORPGs’’ refers to massively multiplayer online role playing games, which are interactive online games that may be played simultaneously by hundreds of thousands of game players; • ‘‘China’’ or ‘‘PRC’’ refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan, Hong Kong and Macau; • ‘‘shares’’ or ‘‘ordinary shares’’ refers to our ordinary shares, par value US$0.0001 per share, which include both Class A ordinary shares and Class B ordinary shares; • ‘‘outstanding Class B ordinary shares’’ and ‘‘Class B ordinary shares outstanding’’ refer to our Class B outstanding ordinary shares, excluding 4,454,185 Class B ordinary shares that have been issued to Deutsche Bank Trust Company Americas, the depositary of our ADS program, but are reserved in anticipation of the exercise of options under our share incentive plans; • ‘‘ADSs’’ refers to our American depositary shares, each of which represents five Class B ordinary shares; the ADSs are evidenced by American depositary receipts, or ‘‘ADRs’’; • all references to ‘‘RMB’’ or ‘‘Renminbi’’ refer to the legal currency of China; all references to ‘‘US$,’’ ‘‘dollars’’ and ‘‘U.S. dollars’’ refer to the legal currency of the United States; and • all share and per share data have been adjusted to reflect a 10-for-1 share split that became effective on June 19, 2007. 1 FORWARD-LOOKING INFORMATION This annual report on Form 20-F contains statements of a forward-looking nature. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. These statements are made under the ‘‘safe harbor’’ provisions of the U.S.