SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES
13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 4)*
Perfect World Co., Ltd.
(Name of Issuer)
Class A ordinary shares
Class B ordinary shares
(Title of Class of Securities)
G7006J100
(CUSIP Number)
December 31, 2011
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
| CUSIP NO. G7006J100 | Schedule 13 G |
| 1 |
NAME OF REPORTING PERSON
Perfect Human Holding Company Limited
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
41,459,425 ordinary shares.(1) Michael Yufeng Chi may also be deemed to have sole voting power with respect to the above shares. | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
41,459,425 ordinary shares.(1) Michael Yufeng Chi may also be deemed to have sole dispositive power with respect to the above shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,459,425 ordinary shares. | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.5%(2) | |||||
| 12 |
TYPE OF REPORTING PERSON*
CO | |||||
| (1) | Includes (i) 27,542,625 Class A ordinary shares, and (ii) 13,916,800 Class B ordinary shares. Each Class A ordinary share is convertible at the option of the holder into one Class B ordinary share. The rights of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting rights. Each Class A ordinary share is entitled to ten votes per share, whereas each Class B ordinary share is entitled to one vote per share. |
| (2) | Based on a total of 236,911,425 ordinary shares outstanding as of December 31, 2011. |
| CUSIP NO. G7006J100 | Schedule 13 G |
| 1 |
NAME OF REPORTING PERSON
Michael Yufeng Chi
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
N/A | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
42,320,575 ordinary shares.(1) Perfect Human Holding Company Limited may also be deemed to have sole voting power with respect to 41,459,425 ordinary shares of the above shares. | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
42,320,575 ordinary shares.(1) Perfect Human Holding Company Limited may also be deemed to have sole dispositive power with respect to 41,459,425 ordinary shares of the above shares. | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,320,575 ordinary shares | |||||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.8%(2) | |||||
| 12 |
TYPE OF REPORTING PERSON*
IN | |||||
| (1) | Includes (i) 27,542,625 Class A ordinary shares, (ii) 13,916,800 Class B ordinary shares, and (iii) options to purchase a total of 861,150 Class B ordinary shares issuable upon the exercise of options once vested. Each Class A ordinary share is convertible at the option of the holder into one Class B ordinary share. The rights of Class A ordinary shares and Class B ordinary shares are identical, except with respect to voting rights. Each Class A ordinary share is entitled to ten votes per share, whereas each Class B ordinary share is entitled to one vote per share. |
| (2) | Based on a total of 236,911,425 ordinary shares outstanding and options to purchase a total of 861,150 Class B ordinary shares issuable upon the exercise of options once vested as of December 31, 2011. |
PRELIMINARY NOTE This Amendment No. 4 to Schedule 13G modifies and supplements the Schedule 13G initially filed on February 13, 2008, as amended (the “Statement”), with respect to the Class A and Class B ordinary shares, par value $0.0001 per share, of Perfect World Co., Ltd., a Cayman Islands company. Except to the extent supplemented by the information contained in this Amendment No. 4, the Statement, as amended as provided herein, remains in full force and effect.
| ITEM 1 | (a). |
NAME OF ISSUER: | ||||||||||
| Perfect World Co., Ltd. (the “Issuer”) | ||||||||||||
| ITEM 1 |
(b). |
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: | ||||||||||
| Perfect World Plaza, Tower 306, 86 Beiyuan Road Chaoyang District, Beijing 100101, Peoples’ Republic of China |
||||||||||||
| ITEM 2 | (a). |
NAME OF PERSON FILING: | ||||||||||
| Perfect Human Holding Company Limited
Michael Yufeng Chi |
||||||||||||
| ITEM 2 | (b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: | ||||||||||
| Perfect Human Holding Company Limited | ||||||||||||
| P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands | ||||||||||||
| c/o Michael Yufeng Chi | ||||||||||||
| Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District, Beijing 100101, People’s Republic of China | ||||||||||||
| Michael Yufeng Chi | ||||||||||||
| Perfect World Plaza, Tower 306, 86 Beiyuan Road, Chaoyang District, Beijing 100101, People’s Republic of China | ||||||||||||
| ITEM 2 | (c). |
CITIZENSHIP: | ||||||||||
| The place of organization of Perfect Human Holding Company Limited is British Virgin Islands. | ||||||||||||
| Michael Yufeng Chi is a citizen of the People’s Republic of China. | ||||||||||||
| ITEM 2 | (d). |
TITLE OF CLASS OF SECURITIES: | ||||||||||
| ordinary shares | ||||||||||||
| ITEM 2 | (e). |
CUSIP NUMBER: | ||||||||||
| G7006J100 | ||||||||||||
| ITEM 3. | Not Applicable | |||||||||||
| ITEM 4. | OWNERSHIP: | |||||||||
| The following information with respect to the ownership of the ordinary shares of the Issuer by the Reporting Person is provided as of December 31, 2011: | ||||||||||
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared
power to dispose or to direct the disposition of: |
||||||||||||||||||
| Perfect Human Holding Company Limited |
41,459,425 | 17.5 | % | 41,459,425 | 0 | 41,459,425 | 0 | |||||||||||||||||
| Michael Yufeng Chi |
42,320,575 | 17.8 | % | 42,320,575 | 0 | 42,320,575 | 0 | |||||||||||||||||
| The above share amounts assume conversion of all Class A ordinary shares into the same number of Class B ordinary shares. Mr. Michael Yufeng Chi may be deemed to be the beneficial owner of 861,150 Class B ordinary shares of the Issuer issuable upon the exercise of the options held by him. Perfect Human Holding Company Limited, a British Virgin Islands company controlled by Mr. Michael Yufeng Chi, directly holds 27,542,625 Class A ordinary shares and beneficially holds 13,916,800 Class B ordinary shares. Michael Yufeng Chi is the sole director of Perfect Human Holding Company Limited. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, Michael Yufeng Chi may be deemed to beneficially own all of the shares held by Perfect Human Holding Company Limited in the Issuer. | ||||||||||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: | |||||||||
| Not applicable | ||||||||||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: | |||||||||
| Not applicable | ||||||||||
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: | |||||||||
| Not applicable | ||||||||||
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: | |||||||||
| Not applicable | ||||||||||
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP: | |||||||||
| Not applicable | ||||||||||
| ITEM 10. | CERTIFICATION: | |||||||||
| Not applicable | ||||||||||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2012
| Perfect Human Holding Company Limited | By: | /s/ Michael Yufeng Chi | ||||||
| Name: | Michael Yufeng Chi | |||||||
| Title: | Director | |||||||
| Michael Yufeng Chi | By: | /s/ Michael Yufeng Chi | ||||||
| Name: Michael Yufeng Chi | ||||||||
LIST OF EXHIBITS
| Exhibit |
Description | |
| A | Joint Filing Agreement | |