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CONTENTS CORPORATE INFORMATION ................................................................................................................ 2 CORPORATE PROFILE .......................................................................................................................... 4 GROUP FINANCIAL SUMMARY ............................................................................................................ 6 CHAIRMAN’S STATEMENT ................................................................................................................... 7 MANAGEMENT DISCUSSION AND ANALYSIS ..................................................................................... 10 CORPORATE CULTURE AND SOCIAL RESPONSIBILITIES ................................................................... 48 STAFF RELATIONSHIP AND WELFARE................................................................................................. 52 DIRECTORS AND SENIOR MANAGEMENT ........................................................................................... 54 REPORT OF THE DIRECTORS............................................................................................................... 60 CORPORATE GOVERNANCE REPORT .................................................................................................. 88 INDEPENDENT AUDITOR’S REPORT ....................................................................................................97 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME............................................................. 99 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ..................................................................... 101 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ...................................................................... 103 CONSOLIDATED STATEMENT OF CASH FLOWS .................................................................................. 104 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ................................................................ 106 CORPORATE INFORMATION BOARD OF DIRECTORS REMUNERATION COMMITTEE Executive Directors Mr. Lee Kwan Hung (Chairman of the Committee) Mr. Chao Guowei, Charles Mr. Liu Dejian (Chairman) Mr. Liu Sai Keung, Thomas Mr. Liu Luyuan (Chief Executive Officer) Mr. Zheng Hui NOMINATION COMMITTEE Mr. Chen Hongzhan Mr. Liu Sai Keung, Thomas (Chairman of the Committee) Non-executive Director Mr. Chao Guowei, Charles Mr. Lin Dongliang Mr. Lee Kwan Hung Independent non-executive Directors SHARE AWARD SCHEME COMMITTEE Mr. Chao Guowei, Charles Mr. Lee Kwan Hung (Chairman of the Committee) Mr. Lee Kwan Hung Mr. Liu Sai Keung, Thomas Mr. Liu Sai Keung, Thomas Ms. Tam Hon Shan, Celia Mr. Wu Chak Man COMPLIANCE OFFICER AUTHORISED REPRESENTATIVES Mr. Liu Luyuan Mr. Liu Luyuan COMPANY SECRETARY Ms. Tam Hon Shan, Celia Ms. Tam Hon Shan, Celia, HKICPA, FCCA HONG KONG LEGAL ADVISER QUALIFIED ACCOUNTANT Sidley Austin Ms. Tam Hon Shan, Celia, HKICPA, FCCA PRC LEGAL ADVISER AUDIT COMMITTEE Jingtian & Gongcheng Mr. Chao Guowei, Charles (Chairman of the Committee) AUDITOR Mr. Lee Kwan Hung Mr. Liu Sai Keung, Thomas Deloitte Touche Tohmatsu Certified Public Accountants 2 NETDRAGON WEBSOFT INC. CORPORATE INFORMATION PRINCIPAL BANKERS REGISTERED OFFICE Bank of Communications (Fuzhou Branch) Cricket Square Bank of America (Branch of Diamond Bar, CA) Hutchins Drive The Hong Kong & Shanghai Banking Corporation P.O. Box 2681 (Nathan Road Branch) Grand Cayman KY1-1111 Cayman Islands HONG KONG BRANCH SHARE REGISTRAR AND TRANSFER OFFICE HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG Tricor Investor Services Limited 26th Floor Unit 2209, 22nd Floor Tesbury Centre Shun Tak Centre, West Tower 28 Queen’s Road East 200 Connaught Road Central Wanchai Hong Kong Hong Kong COMPANY WEBSITE STOCK INFORMATION www.nd.com.cn Listing Place Main Board of The Stock Exchange of Hong Kong Limited Stock Code 777 Listing Date 24 June 2008 Stock Name NETDRAGON NETDRAGON WEBSOFT INC. 3 CORPORATE PROFILE NetDragon Websoft Inc. (“NetDragon” or the “Company”), together with its subsidiaries (collectively referred to as the “Group”) was listed on the Growth Enterprise Market (the “GEM”) of the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 2 November 2007 under the stock code of “8288”. On 24 June 2008, the Company’s listing was successfully transferred to the Main Board (the “Main Board”) of the Stock Exchange under a new stock code of “777”. Also, the Group’s stock became a constituent stock of the Morgan Stanley Capital International China Index as from late May 2008. NetDragon was established in 1999 and has been one of the leading online game and mobile Internet application developers and operators in the People’s Republic of China (the “PRC”). Leveraging on its advanced core technology of research and development, acute market insight and extensive global perspective, NetDragon launched a series of original online games and mobile Internet software products with intellectual property rights, and has become a forerunner in the PRC online game and mobile Internet application and a pioneer in overseas market expansion. In recent years, the Company was awarded as the “Excellent Employer – Excellent Chinese Company for employee”（「卓 越僱主－中國最適宜工作的公司」） by Fortune China in 2007 and 2009. The Company was also selected in the “List of Potential Enterprises in China”（中國潛力企業榜）by Forbes China in 2008 and 2009, and won the “Award for Overseas Development of Chinese Games”* 「中國遊戲海外拓展獎」( ) and “Top 10 Games Developers in China”* 「中( 國十佳遊戲開發商」) promulgated by GAPP and Information Industry Department, and the Company was awarded as the “Enterprise of Outstanding Internet Culture”*(「優秀網絡文化企業」) by Ministry of Culture as well as a series of national prizes. NetDragon endeavours in self-developed games and strives to promote the development of online game industry. To date, it has successfully launched and been operating various flagship online games with diversified themes, including Eudemons Online, Conquer Online, Way of the Five, Zero Online, Tou Ming Zhuang Online, Heroes of Might and Magic Online, Era of Faith, Tian Yuan, Disney Fantasy Online, CJ7 Online and Monster & Me. Meanwhile, NetDragon continues to research and develop games for different types of players and further expand its product lines. Currently, the Group has a number of new games in the pipeline, including Dungeon KeeperTM Online, Absolute Force* and TRANSFORMERS Online, all of which will be launched in 2012 and onwards. Since the commencement of mobile Internet sector in 2008, NetDragon has established the most professional teams of program development, art design and business operation. SNS open platform, 91 Mobile Products* (91手機產品) and App Store covering various mobile phone platforms have been launched to the market. 91 Panda Reader*（91熊貓看 書）, 91 PC Suite*（91手機助手）, 91 Mobile Platform*（91手機門戶）and HIAPK*（安卓網）are favourite products for the mobile users. 91 Panda Reader*（91熊貓看書）is one of the best cross-platform book reader softwares. 91 PC Suite* （91手機助手）is one of the common management tools for current intelligent mobile users. HIAPK*（安卓網）has become one of the largest Android communities in the PRC. At the same time NetDragon is developing the SNS big community and will launch Gamecenter and open up SDK, in order to enrich our product lines with more favourable applications. * For identification purpose only 4 NETDRAGON WEBSOFT INC. CORPORATE PROFILE In order to satisfy the changing needs of global users and development of the market, NetDragon has launched a series of application softwares of image management, instant messaging, wealth management, information management, entertainment and SNS, including 91 Vocabulary*（91背單詞）、91 Fortune-telling*（91算命）、91 Money*（91理財）、 91 Note*（91筆記）、91U、91 Picture*（91炫圖）、91 Photo*（91看圖）、91 Forum*（91壇子）、91 Reader*（91看 書）、Happy Learning*（開心學習）, to provide more abundant games and entertainment services for users. Overseas, NetDragon has become the vanguard of the PRC online game enterprises to enter the international market with successful operating results. It is one of the largest PRC online game operators in the US market and covers game markets of ten (10) languages including English, French, Spanish and Arabic. NetDragon has taken part in the E3 exhibition in the US, which is the “Oscar” of the global game industry, and has carried out cooperation with various international famous partners, such as, Disney Interactive Media Group (“Disney”) and Electronic Arts Inc. (“EA”). NetDragon has taken a great step of domestic online game to expand overseas markets. NetDragon has been devoting in enhancing originality and innovation of research and development as its core competitiveness for years. Technologically, NetDragon has researched and developed its own 2D and 2.5D engines, and has made substantial investment in launching the motion capture device and the most advanced 3D game development engine in the industry and possesses the technologies for developing different types of online games. In terms of talent training, NetDragon always believes that recruiting and training talents are investments. Hence, it provides competitive remuneration package to retain talents. It also owns Fujian TQ Digital Inc. (“TQ Digital”), which is a leading online game development team in China. As for game operation, NetDragon has engaged Ogilvy and Mather, the top media company in the world, to provide guidance on professional marketing and promotion as well as CRM customer relationship

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