Form 6-K
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

For the month of August 2009

Commission File Number: 001-33587

 

 

PERFECT WORLD CO., LTD.

 

 

8th Floor, Huakong Building, No. 1 Shangdi East Road,

Haidian District, Beijing 100085, People’s Republic of China

(86 10) 5885-8555

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F      X                Form 40-F              

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                    

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                    

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                          No      X    

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-    N/A    

 

 

 


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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Perfect World Co., Ltd.
By:  

/s/ Kelvin Wing Kee Lau

Name:   Kelvin Wing Kee Lau
Title:   Chief Financial Officer

Date: August 10, 2009

 

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EXHIBIT INDEX

 

     Page

Exhibit 99.1 – Press Release

   4

 

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Exhibit 99.1

LOGO

PERFECT WORLD ANNOUNCES SECOND QUARTER 2009

UNAUDITED FINANCIAL RESULTS

(Beijing – August 10, 2009) — Perfect World Co., Ltd. (NASDAQ: PWRD) (“Perfect World” or the “Company”), a leading online game developer and operator based in China, today announced its unaudited financial results for the second quarter ended June 30, 2009.

Second Quarter 2009 Highlights1

 

 

Total revenues were RMB521.3 million (USD76.3 million), an increase of 22.6% from 1Q09 and 55.9% from 2Q08, exceeding the high end of the company’s raised guidance

 

 

Gross profit was RMB454.5 million (USD66.5 million), an increase of 23.3% from 1Q09 and 55.0% from 2Q08

 

 

Operating profit was RMB279.7 million (USD40.9 million), an increase of 21.4% from 1Q09 and 68.5% from 2Q08. Non-GAAP operating profit2 was RMB300.0 million (USD43.9 million), an increase of 22.0% from 1Q09 and 68.7% from 2Q08

 

 

Net income attributable to the Company’s shareholders was RMB262.6 million (USD38.4 million), an increase of 21.9% from 1Q09 and 59.6% from 2Q08. Non-GAAP net income attributable to the Company’s shareholders2 was RMB282.9 million (USD41.4 million), an increase of 22.5% from 1Q09 and 60.4% from 2Q08

 

 

Basic and diluted earnings per ADS3 were RMB5.21 (USD0.76) and RMB4.94 (USD0.72), respectively, as compared to RMB4.14 and RMB3.96, respectively, in 1Q09, and RMB2.93 and RMB2.76, respectively, in 2Q08. Non-GAAP basic and diluted earnings per ADS2 were RMB5.61 (USD0.82) and RMB5.32 (USD0.78), respectively, as compared to RMB4.43 and RMB4.25, respectively, in 1Q09, and RMB3.14 and RMB2.96, respectively, in 2Q08

 

 

Launched open beta testing for “Battle of the Immortals” on April 2, 2009

“We are pleased to announce our second quarter results which came in ahead of our previously raised guidance,” commented Mr. Michael Chi, Chairman and Chief Executive Officer of Perfect World. “Our strong results were primarily driven by better than

 

1 The U.S. dollar (USD) amounts disclosed in this press release, except for those transaction amounts that are actually settled in U.S. dollars, are presented solely for the convenience of the reader. The conversion of Renminbi (RMB) into USD in this release is based on the Federal Reserve Board certified exchange rate on June 30, 2009, which was RMB6.8302 to USD1.00. The percentages stated are calculated based on RMB.

 

2 As used in this press release, non-GAAP operating profit, non-GAAP net income attributable to the Company’s shareholders and non-GAAP earnings per ADS are defined to exclude share-based compensation charge from operating profit, net income attributable to the Company’s shareholders and earnings per ADS, respectively. See “Non-GAAP Financial Measures” and “Reconciliation of GAAP and Non-GAAP Results” at the end of this press release.

 

3 Each ADS represents five ordinary shares.

 

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anticipated performance of our newly launched 2.5D mysterious adventure MMORPG ‘Battle of the Immortals’ and increasingly optimistic results from a number of our existing games. We believe our fine-tuned strategy of allocating more resources to longer-term projects and larger expansion packs has really begun to show positive results.”

“The successful launch of ‘Battle of the Immortals’ is a great example. The positive acceptance and strong results following its debut were mainly due to our effective implementation of this strategy. It is also a promising illustration of our ability to leverage our strong R&D capabilities and operating platform as well as leading technologies in the 3D game market to develop and operate hit games in the 2.5D and 2D markets. By spending more time and resources on developing games and larger expansion packs prior to launch, we believe we will effectively lengthen the growth cycle of our games.”

“We continue to focus on building a well-rounded, diversified portfolio of games. Our portfolio includes highly differentiated games which provide us with a number of distinctive growth drivers. We currently have a deep pipeline of seven diverse games spanning the 3D, 2.5D and 2D segments. Moving forward, we will build a variety of franchises, including unique flagship titles in each of the 3D, 2.5D and 2D market segments, by utilizing our specialized game engines and production studios that are tailored to each of these areas.”

“We are also pleased to announce that we plan to launch our first 2D turn-based cartoon MMORPG, ‘Fantasy Zhu Xian,’ in the fourth quarter of this year. This new game has many distinctive characteristics and targets a different segment than our 3D real-time game ‘Zhu Xian.’ We expect to leverage the strong branding of ‘Zhu Xian’ to effectively penetrate into lower tier cities with this new game and further grow our ‘Zhu Xian’ franchise.”

“Our overseas development efforts are also progressing positively. We continue to hold a leading position in the Chinese online game export market in terms of revenues and geographic coverage. Not only do we license a number of our games in various regions around the world, we are also making progress in operating our own games in North America. During the quarter, we successfully launched ‘Zhu Xian’ in North America under the name ‘Jade Dynasty’ through our wholly owned U.S. subsidiary, Perfect World Entertainment Inc.”

“We are confident that our strong execution capabilities will help raise and maintain the interest of game players for both our newly launched and existing games. We remain fully committed to producing influential, differentiated games in the 3D, 2.5D and 2D game markets, and by doing so we aim to sustain a stable growth rate for our Company over the long term.”

Second Quarter 2009 Financial Results

Total Revenues

Total revenues were RMB521.3 million (USD76.3 million) in 2Q09, an increase of 22.6%, or RMB96.2 million, from RMB425.1 million in 1Q09 and an increase of 55.9%, or RMB186.9 million, from RMB334.4 million in 2Q08.

Online game operation revenues were RMB475.1 million (USD69.6 million) in 2Q09, an increase of 26.0%, or RMB97.9 million, from RMB377.2 million in 1Q09 and an increase of 58.7%, or RMB175.7 million, from RMB299.4 million in 2Q08. The strong

 

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sequential growth in online game operation revenues was primarily attributable to the successful launch of open beta testing for “Battle of the Immortals,” the successful release of expansion packs for a number of the Company’s existing games, and a series of successful marketing activities.

The aggregate average concurrent users (ACU) for games under operation in mainland China was approximately 761,000 in 2Q09, as compared to 615,000 in 1Q09 and 619,000 in 2Q08. The active paying customers (APC) for games operated in mainland China under the item-based revenue model was approximately 1,877,000 in 2Q09, as compared to 1,464,000 in 1Q09 and 1,530,000 in 2Q08. The average revenue per active paying customer (ARPU) for games operated in mainland China under the item-based revenue model was RMB237 in 2Q09, as compared to RMB244 in 1Q09 and RMB188 in 2Q08. The increase in ACU and APC from 1Q09 was mainly due to the strong performance of the newly launched “Battle of the Immortals” and the continued popularity of a number of the Company’s existing games. The slight decrease in ARPU from 1Q09 was mainly due to the dilution effect arising from the new game launch.

Overseas licensing revenues were RMB46.2 million (USD6.8 million) in 2Q09, as compared to RMB48.0 million in 1Q09 and RMB35.0 million in 2Q08.

Cost of Revenues

The cost of revenues was RMB66.8 million (USD9.8 million) in 2Q09, an increase of 18.3%, or RMB10.3 million, from RMB56.4 million in 1Q09 and an increase of 62.4%, or RMB25.7 million, from RMB41.1 million in 2Q08. The increase from 1Q09 was mainly due to an increase in sales-related taxes.

Gross Profit and Gross Margin

Gross profit was RMB454.5 million (USD66.5 million) in 2Q09, an increase of 23.3%, or RMB85.8 million, from RMB368.7 million in 1Q09, and an increase of 55.0%, or RMB161.2 million, from RMB293.3 million in 2Q08. Gross margin was 87.2% in 2Q09, as compared to 86.7% in 1Q09 and 87.7% in 2Q08.

Operating Expenses

Operating expenses were RMB174.9 million (USD25.6 million) in 2Q09, an increase of 26.4%, or RMB36.5 million, from RMB138.3 million in 1Q09, and an increase of 37.3%, or RMB47.5 million, from RMB127.3 million in 2Q08. The increase in operating expenses from 1Q09 was mainly attributed to higher sales and marketing expenses, R&D expenses and general and administrative expenses.

Sales and marketing expenses increased by 42.8%, or RMB21.8 million, from RMB50.9 million in 1Q09 to RMB72.7 million (USD10.6 million) in 2Q09. This was largely due to an increase in advertising and promotional expenses associated with the launch of “Battle of the Immortals.”

R&D expenses increased by 14.1%, or RMB8.0 million, from RMB57.0 million in 1Q09 to RMB65.0 million (USD9.5 million) in 2Q09. The increase from 1Q09 was primarily due to an increase in staff costs.

General and administrative expenses increased by 22.1%, or RMB6.7 million, from RMB30.4 million in 1Q09 to RMB37.2 million (USD5.4 million) in 2Q09. This was primarily attributable to an increase in staff costs and professional fees.

 

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Operating Profit

Operating profit was RMB279.7 million (USD40.9 million) in 2Q09, an increase of 21.4%, or RMB49.3 million, from RMB230.4 million in 1Q09, and an increase of 68.5%, or RMB113.7 million, from RMB166.0 million in 2Q08. Non-GAAP operating profit was RMB300.0 million (USD43.9 million) in 2Q09, an increase of 22.0%, or RMB54.2 million, from RMB245.8 million in 1Q09, and an increase of 68.7%, or RMB122.1 million, from RMB177.8 million in 2Q08.

Income Tax Expense

Income tax expense was RMB19.8 million (USD2.9 million) in 2Q09, as compared to RMB19.9 million in 1Q09 and RMB5.3 million in 2Q08.

Net Income attributable to the Company’s shareholders

Net income attributable to the Company’s shareholders was RMB262.6 million (USD38.4 million) in 2Q09, an increase of 21.9%, or RMB47.1 million, from RMB215.4 million in 1Q09, and an increase of 59.6%, or RMB98.1 million, from RMB164.5 million in 2Q08. Non-GAAP net income attributable to the Company’s shareholders was RMB282.9 million (USD41.4 million) in 2Q09, an increase of 22.5%, or RMB52.0 million, from RMB230.9 million in 1Q09, and an increase of 60.4%, or RMB106.5 million, from RMB176.3 million in 2Q08.

Basic and diluted earnings per ADS were RMB5.21 (USD0.76) and RMB4.94 (USD0.72), respectively, in 2Q09, as compared to RMB4.14 and RMB3.96, respectively, in 1Q09, and RMB2.93 and RMB2.76, respectively, in 2Q08. Non-GAAP basic and diluted earnings per ADS were RMB5.61 (USD0.82) and RMB5.32 (USD0.78), respectively, in 2Q09, as compared to RMB4.43 and RMB4.25, respectively, in 1Q09, and RMB3.14 and RMB2.96, respectively, in 2Q08.

Cash and Cash Equivalents

As of June 30, 2009, the Company had RMB945.7 million (USD138.5 million) of cash and cash equivalents, as compared to RMB986.4 million as of March 31, 2009. The decrease was mainly due to a payment of approximately USD52.4 million to SB Asia Investment Fund II, L.P. (“SAIF”) in June 2009 for the repurchase of the Company’s Class A and Class B ordinary shares, and was partially offset by the net cash inflow generated from the Company’s online game operations.

Capital Increase and Share Transfer Transaction with Beijing Perfect World Cultural Communication Co., Ltd.

During the second quarter of 2009, Beijing Perfect World Network Technology Co., Ltd. (“PW Network”), the Company’s controlled entity, completed the transaction with Beijing Perfect World Cultural Communication Co., Ltd. (“PW Cultural”), a media and entertainment company, to acquire additional equity in and increase the registered capital of PW Cultural. Following the completion of the transaction, PW Network holds 89% equity in PW Cultural. As such, PW Cultural has been consolidated into the Company’s financial statements since the second quarter of 2009.

 

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ADS and Share Repurchases

In October 2008, the Company’s Board authorized an ADS repurchase program to repurchase up to USD100 million of the Company’s ADSs from October 2008 to October 2009. As of August 9, 2009, the Company had repurchased an aggregate of 1,683,192 ADSs on the open market.

In addition to and separate from the above ADS repurchase program, the Company completed a repurchase of 18,750,000 shares of its Class A ordinary shares for approximately USD56.6 million from SAIF and an affiliate of SAIF in January 2009, and a repurchase of a total of 1,203,812 shares of its Class A ordinary shares and 11,296,188 shares of its Class B ordinary shares for approximately USD52.4 million from SAIF in June 2009.

All the repurchased shares have been cancelled pursuant to Cayman Islands’ law.

Business Outlook

Based on the Company’s current operations, total revenues for the third quarter of 2009 are expected to be between RMB547 million and RMB563 million, representing an increase of 5% to 8% on a sequential basis and 43% to 47% on a year-over-year basis. This reflects expected growth of the newly launched “Battle of the Immortals” and other existing games. With the Company’s strong executional capabilities, the Company aims to sustain a stable growth rate over the long term.

Non-GAAP Financial Measures

To supplement the financial measures prepared in accordance with generally accepted accounting principals in the United States, or GAAP, this press release presents non-GAAP operating profit, non-GAAP net income attributable to the Company’s shareholders and non-GAAP earnings per ADS by excluding share-based compensation charge from operating profit, net income attributable to the Company’s shareholders and earnings per ADS, respectively. The Company believes these non-GAAP financial measures are important to help investors understand the Company’s operating and financial performance, compare business trends among different reporting periods on a consistent basis and access the Company’s core operating results, as they exclude certain expenses that are not expected to result in cash payments. The use of the above non-GAAP financial measures has certain limitations. Share-based compensation charge has been and will be incurred and is not reflected in the presentation of the non-GAAP financial measures. It should be considered in the overall evaluation of our results. None of the non-GAAP measures is a measure of net income attributable to the Company’s shareholders, operating profit, operating performance or liquidity presented in accordance with GAAP. We compensate for these limitations by providing the relevant disclosure of our share-based compensation charge in our reconciliations to the GAAP financial measures, which should be considered when evaluating our performance. These non-GAAP financial measures should be considered in addition to financial measures prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP. Reconciliation of each of these non-GAAP financial measures to the most directly comparable GAAP financial measure are set forth at the end of this release.

 

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Conference Call

Perfect World will host a conference call and live webcast at 8:00 a.m. Eastern Daylight Time (8:00 p.m., Beijing time) on Monday, August 10, 2009.

The dial-in details for the live conference call are as follows:

 

- U.S. Toll Free Number:    1-866-519-4004
- International Dial-in Number:    +65-6735-7955
- Mainland China Toll Free Number:    10-800-819-0121
- Hong Kong Toll Free Number:    80-093-3053
- U.K. Toll Free Number:    080-8234-6646
   Conference ID: PWRD   

A live and archived webcast of the conference call will be available on the Investor Relations section of Perfect World’s website at http://www.pwrd.com.

A telephone replay of the call will be available after the conclusion of the conference call through 10:00 a.m. Eastern Daylight Time, August 17, 2009.

The dial-in details for the replay are as follows:

 

- U.S. Toll Free Number:    1-866-214-5335
- International Dial-in Number:    +61-2-8235-5000
   Conference ID: 7973 (PWRD)   

About Perfect World Co., Ltd. (http://www.pwrd.com)

Perfect World Co., Ltd. (NASDAQ: PWRD) is a leading online game developer and operator based in China. Perfect World primarily develops online games based on proprietary game engines and game development platforms. The Company’s strong technology and creative game design capabilities, combined with extensive local knowledge and experience, enable it to frequently and rapidly introduce popular games that are designed to cater to changing customer preferences and market trends in China. The Company’s current portfolio of self-developed online games includes massively multiplayer online role playing games (“MMORPGs”): “Perfect World,” “Legend of Martial Arts,” “Perfect World II,” “Zhu Xian,” “Chi Bi,” “Pocketpet Journey West” and “Battle of the Immortals;” and an online casual game: “Hot Dance Party.” While a substantial portion of the revenues are generated in China, the Company’s games have been licensed to leading game operators in a number of countries and regions in Asia, Europe and South America. The Company also generates revenues from game operation in North America. The Company plans to continue to explore new and innovative business models and remains deeply committed to maximizing shareholder value over time.

 

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Safe Harbor Statements

This press release contains forward-looking statements. These statements constitute forward-looking statements under the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the management’s quotations and “Business Outlook” contain forward-looking statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Potential risks and uncertainties include, but are not limited to, our limited operating history, our ability to develop and operate new games that are commercially successful, the growth of the online game market and the continuing market acceptance of our games and in-game items in China and elsewhere, our ability to protect our intellectual property rights, our ability to respond to competitive pressure, our ability to maintain an effective system of internal control over financial reporting, changes of the regulatory environment in China, and economic slowdown in China and/or elsewhere. Further information regarding these and other risks is included in Perfect World’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. All information provided in this press release and in the attachments is as of August 10, 2009, and Perfect World does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

For further information, please contact

Perfect World Co., Ltd.

Vivien Wang

Investor Relations Officer

Tel: +86-10-5885-1813

Fax: +86-10-5885-6899

Email: ir@pwrd.com

http://www.pwrd.com

Christensen Investor Relations

Kathy Li

Tel: +1-480-614-3036

Fax: +1-480-614-3033

Email: kli@christensenir.com

Roger Hu

Tel: +852-2117-0861

Fax: +852-2117-0869

Email: rhu@christensenir.com

 

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Perfect World Co., Ltd.

Consolidated Balance Sheets

 

     Audited     Unaudited     Unaudited  
     December 31,     June 30,     June 30,  
     2008     2009     2009  
     RMB     RMB     USD  

Assets

      

Current assets

      

Cash and cash equivalents

   1,333,075,731      945,724,224      138,462,157   

Restricted cash

   150,361,200      5,009,476      733,430   

Short-term investments

   50,000,000      40,000,000      5,856,344   

Accounts receivable, net

   38,822,355      66,810,739      9,781,667   

Due from related parties

   —        4,852,400      710,433   

Prepayment and other assets

   36,269,524      64,606,499      9,458,947   

Film and television cost

   —        18,334,598      2,684,343   

Deferred tax assets

   1,734,207      1,673,500      245,015   
                  

Total current assets

   1,610,263,017      1,147,011,436      167,932,336   
                  

Non current assets

      

Equity investments

   22,559,975      32,862,786      4,811,394   

Property, equipment, and software, net

   169,399,817      202,606,977      29,663,403   

Construction in progress

   714,083,386      727,280,768      106,480,157   

Intangible assets, net

   26,188,873      60,681,917      8,884,354   

Goodwill

   —        116,256,000      17,020,878   

Prepayments and other assets

   18,702,700      41,445,094      6,067,918   

Deferred tax assets

   1,090,526      889,370      130,211   
                  

Total assets

   2,562,288,294      2,329,034,348      340,990,651   
                  

Liabilities and Shareholders’ Equity

      

Current liabilities

      

Accounts payable

   13,629,262      74,890,638      10,964,633   

Advances from customers

   78,388,312      76,967,418      11,268,692   

Salary and welfare payable

   61,907,164      53,348,058      7,810,614   

Taxes payable

   20,771,786      33,767,163      4,943,803   

Accrued expenses and other liabilities

   24,813,169      67,835,885      9,931,757   

Share repurchase liability

   386,648,554      —        —     

Due to related party

   —        5,000,000      732,043   

Deferred revenues

   223,352,994      258,570,405      37,856,930   

Deferred tax liabilities

   26,000,000      19,759,114      2,892,904   

Deferred government grants

   620,000      2,070,000      303,066   
                  

Total current liabilities

   836,131,241      592,208,681      86,704,442   

Deferred revenues

   32,554,670      33,171,118      4,856,537   

Other long-term payable

   28,000,000      —        —     
                  

Total liabilities

   896,685,911      625,379,799      91,560,979   
                  

Shareholders’ Equity

      

Ordinary shares (US$0.0001 par value, 10,000,000,000 shares authorized, 72,385,480 Class A ordinary shares issued and outstanding, 210,350,565 Class B ordinary shares issued and 210,147,840 Class B ordinary shares outstanding as of December 31, 2008; 10,000,000,000 shares authorized, 50,295,070 Class A ordinary shares issued and outstanding, 195,613,660 Class B ordinary shares issued and outstanding as of June 30, 2009)

   223,481      196,307      28,741   

Additional paid-in capital

   1,177,967,483      332,618,406      48,698,194   

Treasury stock

   (391,224,203   —        —     

Statutory reserves

   94,945,533      94,945,533      13,900,842   

Accumulated other comprehensive loss

   (65,577,655   (65,763,133   (9,628,288

Retained earnings

   849,267,744      1,327,298,620      194,327,929   
                  

Total Perfect World Shareholders’ Equity

   1,665,602,383      1,689,295,733      247,327,418   

Non-controlling interests

   —        14,358,816      2,102,254   
                  

Total Shareholders’ Equity

   1,665,602,383      1,703,654,549      249,429,672   
                  

Total Liabilities and Shareholders’ Equity

   2,562,288,294      2,329,034,348      340,990,651   
                  

 

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Perfect World Co., Ltd.

Unaudited Consolidated Statements of Operations

 

     Three months ended  
     June 30,     March 31,     June 30,     June 30,  
     2008     2009     2009     2009  
     RMB     RMB     RMB     USD  

Revenues

        

Online game operation revenues

   299,397,364      377,173,678      475,110,023      69,560,192   

Overseas licensing revenues

   35,015,395      47,968,592      46,216,819      6,766,540   
                        

Total revenues

   334,412,759      425,142,270      521,326,842      76,326,732   

Cost of revenues

   (41,121,388   (56,442,843   (66,788,320   (9,778,384
                        

Gross profit

   293,291,371      368,699,427      454,538,522      66,548,348   

Operating expenses

        

Research and development expenses

   (31,513,638   (56,958,268   (64,980,240   (9,513,666

Sales and marketing expenses

   (73,823,711   (50,924,583   (72,737,032   (10,649,327

General and administrative expenses

   (21,996,244   (30,438,140   (37,153,341   (5,439,569
                        

Total operating expenses

   (127,333,593   (138,320,991   (174,870,613   (25,602,562
                        

Operating profit

   165,957,778      230,378,436      279,667,909      40,945,786   
                        

Other income / (expenses)

        

Investment loss

   (292,263   (625,045   (1,072,144   (156,971

Interest income

   8,082,012      3,274,619      3,622,913      530,426   

Others, net

   (3,988,788   2,359,971      13,436      1,967   
                        

Total other income, net

   3,800,961      5,009,545      2,564,205      375,422   
                        

Profit before tax

   169,758,739      235,387,981      282,232,114      41,321,208   

Income tax expense

   (5,269,372   (19,942,929   (19,752,495   (2,891,935
                        

Net income

   164,489,367      215,445,052      262,479,619      38,429,273   
                        

Add: Net loss attributable to non-controlling interests

   —        —        106,205      15,549   
                        

Net income attributable to the Company’s shareholders

   164,489,367      215,445,052      262,585,824      38,444,822   
                        

Net earnings per share, basic

   0.59      0.83      1.04      0.15   

Net earnings per share, diluted

   0.55      0.79      0.99      0.14   

Net earnings per ADS, basic

   2.93      4.14      5.21      0.76   

Net earnings per ADS, diluted

   2.76      3.96      4.94      0.72   

Shares used in calculating basic net earnings per share

   281,166,704      260,412,419      251,956,208      251,956,208   

Shares used in calculating diluted net earnings per share

   297,747,140      271,768,450      265,820,234      265,820,234   

Total share-based compensation cost included in:

        

Cost of revenues

   (674,389   (1,079,899   (1,342,444   (196,545

Research and development expenses

   (5,167,248   (6,976,521   (9,548,455   (1,397,976

Sales and marketing expenses

   (1,191,446   (1,595,196   (2,007,253   (293,879

General and administrative expenses

   (4,822,002   (5,766,248   (7,391,936   (1,082,243

 

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Table of Contents

Perfect World Co., Ltd.

Unaudited Consolidated Statements of Cash Flows

 

     Three months ended  
     June 30,     March 31,     June 30,     June 30,  
     2008     2009     2009     2009  
     RMB     RMB     RMB     USD  

Cash flows from operating activities:

        

Net income

   164,489,367      215,445,052      262,479,619      38,429,273   

Adjustments for:

        

Share-based compensation cost

   11,855,085      15,417,864      20,290,088      2,970,643   

Depreciation and amortization expense

   5,165,497      9,370,560      11,075,334      1,621,524   

Exchange loss

   1,743,894      49,792      341,895      50,056   

Investment loss

   292,263      625,045      1,072,144      156,971   

Loss / (gain) from disposal of property, equipment, and software

   —        67,569      (16,603   (2,431

Changes in assets and liabilities:

        

Accounts receivable

   (1,268,471   (19,038,659   (9,353,651   (1,369,454

Current prepayments and other assets

   (14,541,991   (6,622,458   (14,924,272   (2,185,042

Deferred tax assets

   (662,787   (75,319   299,833      43,898   

Film and television cost

   —        —        (2,744,672   (401,844

Non-current prepayments and other assets

   467,091      1,050,366      (2,682,710   (392,772

Accounts payable

   (10,230,826   11,651,065      15,946,954      2,334,771   

Advances from customers

   (59,015,448   (2,690,605   (687,123   (100,601

Salary and welfare payable

   8,203,906      (25,700,751   15,996,722      2,342,058   

Taxes payable

   2,858,186      35,855,955      (22,815,018   (3,340,315

Accrued expenses and other liabilities

   2,943,696      5,868,313      29,482,061      4,316,427   

Deferred revenues

   18,569,486      26,784,532      9,544,028      1,397,328   

Deferred tax liabilities

   —        (18,139,092   11,898,206      1,742,000   

Deferred government grants

   350,000      —        1,450,000      212,292   
                        

Net cash provided by operating activities

   131,218,948      249,919,229      326,652,835      47,824,782   
                        

Cash flows from investing activities:

        

Purchase of property, equipment, and software

   (511,927,172   (14,221,383   (41,752,492   (6,112,924

Purchase of intangible assets

   —        —        (3,515,920   (514,761

Decrease of restricted cash

   —        135,361,200      9,990,524      1,462,699   

Purchase of short-term investments

   (50,000,000   (40,000,000   —        —     

Cash paid for equity investments

   (20,735,000   —        (10,000,000   (1,464,086

Cash paid for business acquisitions, net of cash acquired

   —        (154,554,000   (17,645,707   (2,583,483

Increase in loan receivable

   —        —        (3,000,000   (439,226

Proceeds from short-term investments

   —        —        50,000,000      7,320,430   

Cash received from related party loan

   —        —        3,200,000      468,508   
                        

Net cash used in investing activities

   (582,662,172   (73,414,183   (12,723,595   (1,862,843
                        

Cash flows from financing activities:

        

Proceeds from exercises of share options

   1,388,550      334,433      3,253,688      476,368   

Repurchase of Company shares

   —        (523,583,215   (357,872,874   (52,395,665
                        

Net cash provided by / (used in) financing activities

   1,388,550      (523,248,782   (354,619,186   (51,919,297
                        

Effect of exchange rate changes on cash and cash equivalents

   (6,600,075   110,412      (28,237   (4,134
                        

Net decrease in cash

   (456,654,749   (346,633,324   (40,718,183   (5,961,492
                        

Cash and cash equivalents, beginning of the period

   1,588,055,501      1,333,075,731      986,442,407      144,423,649   
                        

Cash and cash equivalents, end of the period

   1,131,400,752      986,442,407      945,724,224      138,462,157   
                        

Supplemental disclosures of cash flow information:

        

Cash paid during the period for income taxes

   (5,600,017   (2,575,784   (31,554,325   (4,619,824

 

13


Table of Contents

Perfect World Co., Ltd.

Reconciliation of unaudited GAAP and Non-GAAP Results

 

     Three months ended
     June 30,    March 31,    June 30,    June 30,
     2008    2009    2009    2009
     RMB    RMB    RMB    USD

GAAP operating profit

   165,957,778    230,378,436    279,667,909    40,945,786

Share based compensation charge

   11,855,085    15,417,864    20,290,088    2,970,643
                   

Non-GAAP operating profit

   177,812,863    245,796,300    299,957,997    43,916,429
                   

GAAP net income attributable to the Company’s shareholders

   164,489,367    215,445,052    262,585,824    38,444,822

Share based compensation charge

   11,855,085    15,417,864    20,290,088    2,970,643
                   

Non-GAAP net income attributable to the Company’s shareholders

   176,344,452    230,862,916    282,875,912    41,415,465
                   

GAAP net earnings per ADS

           

- Basic

   2.93    4.14    5.21    0.76

- Diluted

   2.76    3.96    4.94    0.72

Non-GAAP net earnings per ADS

           

- Basic

   3.14    4.43    5.61    0.82

- Diluted

   2.96    4.25    5.32    0.78

ADSs used in calculating net earnings per ADS

           

- Basic

   56,233,341    52,082,484    50,391,242    50,391,242

- Diluted

   59,549,428    54,353,690    53,164,047    53,164,047

 

14