CONTENTS Corporate Information • 2 Corporate Profile • 4 Group Financial Summary • 6 Chairman’s Statement • 8 Management Discussion And Analysis • 11 Corporate Culture and Social Responsibilities • 41 Staff Relationship and Welfare • 43 Directors and Senior Management • 46 Report of The Directors • 53 Corporate Governance Report • 83 Independent Auditor’s Report • 95 Consolidated Statement of Profit or Loss and Other Comprehensive Income • 97 Consolidated Statement of Financial Position • 99 Consolidated Statement of Changes In Equity • 101 Consolidated Statement of Cash Flows • 103 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 Mr. Yam Kwok Hei Benjamin Mr. Lau Hak Kin COMPLIANCE OFFICER AUTHORISED REPRESENTATIVES Mr. Liu Luyuan Mr. Liu Luyuan COMPANY SECRETARY Mr. Lau Hak Kin Mr. Lau Hak Kin HONG KONG LEGAL ADVISER QUALIFIED ACCOUNTANT Sidley Austin Mr. Yam Kwok Hei Benjamin, HKICPA, CA, CFA PRC LEGAL ADVISER Mr. Lau Hak Kin, HKICPA, FCCA, CFA Jingtian & Gongcheng AUDIT COMMITTEE AUDITOR Mr. Chao Guowei, Charles (Chairman of the Committee) Mr. Lee Kwan Hung Deloitte Touche Tohmatsu Mr. Liu Sai Keung, Thomas Certified Public Accountants NETDRAGON WEBSOFT INC. 2 2014 Annual Report CORPORATE INFORMATION PRINCIPAL BANKERS REGISTERED OFFICE Bank of America Cricket Square China Minsheng Banking Corp., Ltd. Hutchins Drive The Hong Kong and Shanghai Banking Corporation P.O. Box 2681 Grand Cayman KY1-1111 HONG KONG BRANCH SHARE REGISTRAR Cayman Islands AND TRANSFER OFFICE HEAD OFFICE AND PRINCIPAL PLACE OF Tricor Investor Services Limited BUSINESS IN HONG KONG Level 22 Hopewell Centre Unit No. 2209, 22nd Floor 183 Queen’s Road East West Tower, Shun Tak Centre Hong Kong Nos. 168-200 Connaught Road Central Hong Kong STOCK INFORMATION COMPANY WEBSITE Listing Place www.nd.com.cn Main Board of The Stock Exchange of Hong Kong Limited Stock Code 777 Listing Date 24 June 2008 Stock Name NETDRAGON NETDRAGON WEBSOFT INC. 2014 Annual Report 3 CORPORATE PROFILE NetDragon Websoft Inc. (“NetDragon” or the “Company”), headquartered in Fuzhou City of Fujian Province of the People’s Republic of China (the “PRC”), is a leading online game and mobile internet platform developer and operator in the PRC and is committed to becoming a pioneer in developing a transformational online and mobile education ecosystem platform. NetDragon went IPO in 2007 and was transferred to the Main Board of the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) on 24 June 2008 by introduction. The Company became a constituent stock of the Hang Seng Family of Indexes on 9 September 2013. Leveraging its advanced technologies, research and development capabilities, deep market insight and extensive global perspective, NetDragon launched a series of original and proprietary online games, mobile games and mobile application products, and has become a forerunner in China’s online game and mobile Internet industries and a pioneer in overseas market expansion. The Company has been recognized as a “Forbes Top 2000 Global Companies”, “Top 10 Most Valuable Online Gaming Companies in China Over the Past Decade”, “Top 10 Game Enterprises for Overseas Expansion in China”, “National Key Software Enterprise”, “National Cultural Industry Demonstration Base”, “Annual National Key Culture-Export Enterprises”, “China Publishing Government Award - Advanced Publishing Unit Award ”and “National Outstanding Award for Internet Cultural Enterprise”. NetDragon is committed to developing its own proprietary games and strives to promote the development of online game industry as a whole. To date, it has successfully launched and has been operating various online flagship titles with diversified themes including Eudemons Online (魔域), Conquer Online (征服), Zero Online (機戰), Tou Ming Zhuang Online and Monster & Me; and successfully launched its first in-house developed competitive web game – Calibur of Spirit (英魂之刃). Tiger Knight (虎豹騎), an in-house developed 3D action war game, is currently in its final stage of development. By leveraging its gaming competencies and years of experience in the development and operation of MMORPGs, NetDragon launched a number of mobile games including Crazy Tribe* (瘋狂部落), Evil Spirits* (妖界), The Pirate* (大海盜) and Eudemons Online Pocket Version* (魔域口袋 版), a mobile version of the Company’s flagship MMORPG Eudemons Online (魔域). Going forward, NetDragon will continue to develop mobile games with different style and diversify its product lines. The Company is also one of the major Chinese overseas online game operators with a variety of products in ten languages including English, French, Spanish and Arabic. NetDragon is also one of the most successful serial-entrepreneurial mobile internet companies in China. In 2008, “91 Assistant”* (91助手) (formerly known as “91 PC Suite”) was launched by NetDragon and is one of the most popular smart phone management tools for smart phones users. HiMarket* (安卓市場) was the most active third party download platform for Android users in China in terms of user base and total downloads. In October 2013, NetDragon completed the sale of 91 Wireless Websoft Limited and its subsidiaries (“91 Group”) to Baidu (Hong Kong) Limited, a wholly-owned subsidiary of Baidu, Inc., for USD1.9 billion, the largest M&A transaction in the mobile internet space in China. * For identification purpose only NETDRAGON WEBSOFT INC. 4 2014 Annual Report CORPORATE PROFILE NetDragon is currently developing a new strategic business – online and mobile education. The Company’s vision in the education space is to develop a game-changing online and mobile education ecosystem that will empower students and learners to learn not just more effectively and efficiently, but with more fun and motivation compared to the conventional way of education. The Group intends to achieve this vision by leveraging its proven world-class mobile internet and gaming expertise, large-scale technology resources and team infrastructure that was built out of scaling several successful businesses over the many years since its inception. The Company is currently in product development stage with the high-level roadmap to create a holistic, integrated ecosystem product that covers best-in-class software, hardware, content and social network, and to be commercialized and scaled with a mobile internet strategy. NETDRAGON WEBSOFT INC. 2014 Annual Report 5 GROUP FINANCIAL SUMMARY CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME For the year ended 31 December 2010 2011 2012 2013 2014 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Revenue 531,772 760,974 1,108,349 1,492,706 962,817 Cost of revenue (66,333) (75,032) (116,359) (159,638) (102,844) Gross profit 465,439 685,942 991,990 1,333,068 859,973 Other income and gains 60,864 38,156 50,025 51,956 157,101 Selling and marketing expenses (101,993) (140,340) (152,173) (167,804) (152,495) Administrative expenses (182,022) (210,941) (247,628) (441,132) (326,934) Development costs (162,234) (159,269) (204,173) (220,730) (249,260) Other expenses (10,392) (11,594) (27,153) (25,225) (34,027) Share of losses of associates — (581) (1,456) (953) (2,354) Share of (losses) profit of a joint venture — — (1,391) 796 — Operating profit 69,662 201,373 408,041 529,976 252,004 Interest income on pledged bank deposits — — 4,849 4,883 2,794 Exchange gain (loss) on pledged bank deposits, secured bank borrowings and redeemable convertible preferred shares — — 11,909 5,726 (5,081) Net (loss) gain on derivative financial instruments — (17,792) (282,424) 27,223 6,817 Gain on disposal of available-for- sale investment — — — 5,761 — Net (loss) gain on held-for- trading investments — — (61) 8,756 (17,304) Gain on disposal of subsidiaries, net of related income tax — — — 5,811,963 — Finance costs — (3,806) (28,417) (15,526) (3,212) Profit before taxation 69,662 179,775 113,897 6,378,762 236,018 Taxation (34,769) (44,532) (74,936) (156,314) (64,197) Profit for the year 34,893 135,243 38,961 6,222,448 171,821 NETDRAGON WEBSOFT INC. 6 2014 Annual Report GROUP FINANCIAL SUMMARY For the year ended 31 December 2010 2011 2012 2013 2014 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Attributable to: – Owners of the Company 34,949 135,161 39,176 6,140,776 176,681 – Non-controlling interests (56) 82 (215) 81,672 (4,860) Profit for the year 34,893 135,243 38,961 6,222,448 171,821 Earnings per share – Basic (RMB cents) 6.64 25.85 7.71 1,213.44 34.77 – Diluted (RMB cents) 6.64 25.85 7.60 1,181.10 34.22 Note: The results for the year ended 31 December 2013 were presented on a combined basis of results of the Group from both continuing and discontinued operations. CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2010 2011 2012 2013 2014 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 Non-current assets 272,897 340,833 562,833 846,894 1,470,787 Current assets 1,287,043 1,555,987 1,882,520 4,603,095 3,759,600 Non-current liabilities — (171,607) (516,085) — (1,399) Current liabilities (108,783) (226,319) (513,265) (827,111) (611,585) Non-controlling interests 540 458 (22,154) (7,736) (50,489) Equity attributable to owners of the Company 1,451,697 1,499,352 1,393,849 4,615,142 4,566,914 NETDRAGON WEBSOFT INC.