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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION R14.63(2)(b) Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no R14.58(1) responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult R14.63(2)(b) your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in NetDragon Websoft Inc., you should at once hand this circular to the purchaser or transferee or to a licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. App 1B.1 NetDragon Websoft Inc. 網龍網絡有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 777) R13.51A VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE ACQUISITION OF PROMETHEAN WORLD PLC AND NOTICE OF EXTRAORDINARY GENERAL MEETING A letter from the Board is set out on pages 5 to 31 of this circular. A notice convening the EGM to be held at Plaza Meeting Room, Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 17 September 2015 at 3:00 p.m. is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete and return the accompanying proxy form to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not later than 48 hours before the time appointed for holding the EGM (or any adjournment thereof). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM (or any adjournment thereof) if you so wish. 31 August 2015 CONTENTS Page Definitions ............................................................... 1 Letter from the Board ..................................................... 5 Appendix I — Financial Information of the Group .......................... I-1 Appendix II — Financial Information of the Promethean Group ................ II-1 Appendix III — Unaudited pro forma financial information of the Enlarged Group . III-1 Appendix IV — General Information ......................................IV-1 Notice of EGM ...........................................................EGM-1 —i— DEFINITIONS In this circular, unless the context indicates otherwise, the following expressions have the following meanings: “Acquisition” proposed acquisition by the Company of the entire issued and to be issued ordinary share capital of Promethean pursuant to the terms of the Offer “Best Assistant Education” Best Assistant Education Online Limited, a company incorporated in the Cayman Islands with limited liability, being an indirect non-wholly owned subsidiary of the Company “Board” the board of Directors “Business Day” any day on which banks are generally open for business in the City of London and Hong Kong (excluding Saturdays, Sundays and public holidays in the UK and HK) “Cann Trusts” the H.A.C. 1997 Interest Possession Trust, the S.J. Cann Discretionary Trust, the C.A. Cann Discretionary Trust, the R.J. Cann Discretionary Trust, the J.R. Cann Discretionary Trust, the Bowland Charitable Trust and the Trigger Holepunch Partnership “chief executive” has the meaning ascribed to it under the Listing Rules “Company” NetDragon Websoft Inc., a company incorporated in the Cayman Islands with limited liability and listed on the Main Board of the Stock Exchange “Companies Act” the UK Companies Act 2006 (including the schedules thereto), as amended “Completion Date” the third working day after completion of the registration of transfer of the Sale Shares and the issue of a revised business registration certificate of Promethean by the relevant regulatory authority or such later date as agreed between the Vendors and the Purchaser “Confidentiality Agreement” the confidentiality agreement dated 3 October 2014 entered into between the Company and Promethean “Conditions” the conditions to the Offer set out in the Offer Document, and Condition means any one of them “controlling shareholder(s)” has the meaning ascribed to it under the Listing Rules —1— DEFINITIONS “Co-operation Agreement” the co-operation agreement dated 10 July 2015 entered into between the Company, Digital Train and Promethean and relating, among other things, to the implementation of the Offer “Digital Train” Digital Train Limited, a company incorporated in the British Virgin Islands with limited liability, being an indirect non-wholly owned subsidiary of the Company and a direct wholly-owned subsidiary of Best Assistant Education “Director(s)” the director(s) of the Company “DJM” DJM Holding Ltd., a company incorporated in the British Virgin Islands with limited liability, being a controlling shareholder of the Company “EGM” the extraordinary general meeting of the Company to be held at Plaza Meeting Room, Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 17 September 2015 at 3:00 p.m. for the purpose of considering and, if thought fit, approving, among other things, the Acquisition and the transactions contemplated thereunder “Enlarged Group” the Company and its subsidiaries as enlarged by the Acquisition upon Completion “Financial Conduct Authority” the UK’s Financial Conduct Authority, or any successor entity “First Closing Date” the date which is 21 days after the day of posting of the Offer Document “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “IDG Group” together IDG-Accel China Growth Fund L.P., IDG-Accel China Growth Fund-A L.P. and IDG-Accel China Investors L.P. “Latest Practicable Date” 27 August 2015, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “LSE” the London Stock Exchange plc, or any successor entity —2— DEFINITIONS “NetDragon (BVI)” NetDragon Websoft Inc., a company incorporated in the British Virgin Islands with limited liability, being a direct wholly-owned subsidiary of the Company “Offer” the proposed offer for the entire issued and to be issued share capital of Promethean by Digital Train and where the context permits any subsequent revision, variation, extension or renewal thereof “Offer Document” the offer document sent by or on behalf of Digital Train to the Promethean Shareholders containing, among other things, the terms and conditions of the Offer “Offer Period” the offer period (as defined in the UK Takeover Code) relating to Promethean, which commenced on 16 June 2015 “Offer Price” 40 pence (equivalent to approximately HK$4.81) per Promethean Share “PRC” the People’s Republic of China, excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region and Taiwan “Promethean” Promethean World plc, a company incorporated in England and Wales with registered number 07118000 and listed on the main market of the LSE “Promethean Group” Promethean and its subsidiaries “Promethean Share Schemes” the share schemes operated by Promethean, being the (i) the PSP; (ii) the Promethean Company Share Option Plan 2010, as amended from time to time; and (iii) the Chalkfree Limited Unapproved Company Share Option Plan, as amended from time to time “Promethean Shares” the issued and to be issued ordinary shares of 10 pence each in the capital of Promethean, being 203,200,000 in issue as at the Latest Practicable Date “Promethean Shareholders” the holders of the Promethean Shares from time to time “PSP” the Promethean Performance Share Plan 2011, as amended from time to time “RMB” Renminbi, the lawful currency of the PRC “Sale Shares” 100% equity interest of Promethean —3— DEFINITIONS “Series A Preferred Shares” the Series A preferred shares of Best Assistant Education issued pursuant to the terms of the Series A preferred share purchase agreement dated 6 January 2015, details of which are disclosed in the Company’s announcement dated 6 January 2015 “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shares” ordinary shares of US$0.01 each in the share capital of the Company “Shareholders” holders of Shares from time to time “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the meaning ascribed to it under the Listing Rules “UK” the United Kingdom “UK Takeover Code” the City Code on Takeovers and Mergers issued from time to time by the UK Takeover Panel “UK Takeover Panel” the Panel on Takeovers and Mergers, or any successor entity, in the UK “UK 2.7 Announcement” the announcement of the firm intention to make the Offer issued by the Company and Promethean on 10 July 2015 in accordance with Rule 2.7 of the UK Takeover Code “US$” United States dollar, the lawful currency in the United States “£” Great British Pound, the lawful currency in the UK “%” per cent * All English translation of the Chinese names is for illustration purpose only For the purposes of this circular, unless otherwise indicated, conversions of £ and HK$, RMB and £, and HK$ and US$ are calculated at the exchange rates of £1.00 to HK$12.0237, RMB1.00 to £0.1006 and HK$1.00 to US$0.1290, respectively. These exchange rates are for illustrative purposes only and do not constitute a representation that any amount has been, could have been, or may be exchanged at this or any other rate or at all.

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