English Translation of Call Option Agreement



 Exhibit 4.34 

Call Option Agreement 
 THIS CALL OPTION AGREEMENT (“this Agreement”) is entered into by and among the parties below (“the Parties”) in Beijing on December 2, 2011. 

Party A: Beijing Perfect World Software Co., Ltd. 
 Address: 306#, No. 86 Beiyuan Road, Chaoyang District, Beijing 
 Party B:
Beijing Perfect Moment Network Technology Co., Ltd. 
 Address: Room 8152, 3#, Xijing Road, Badachu High-tech Park, Shijingshan
District, Beijing 
 Party C: Yufeng Chi 
 ID No.: 110108197109148935 
 Address: 302, Unit 6, 5#, Yicheng Dongyuan
Neighborhood, Haidian District, Beijing 
 Party D: Qi Zhu 

ID No.: 110101197208063019 
 Address: 203, Unit 1, 2#, East Mianhua Alleyway, Dongcheng District, Beijing 

WHEREAS: 

(1) Party C is the stockholder of Party B. Party D has accepted Party B’s stock equity (hereinafter referred to as
“equity”) which was held by the former shareholder Liang Tian, and has gone through the business registration formalities on December 2, 2011, officially becoming the shareholder of Party B; 







 (2) Party A is a wholly foreign-owned enterprise incorporated and existing under the Chinese
laws and provides technology support, technology consultancy and other related services for Party B. Currently, Party A has become an important partner of Party B; and 
 (3) Party C and Party D intend to grant to Party A the exclusive option to purchase all or part of the equities of Party C and Party D in Party B at any time without violating Chinese legal requirements.

 Pursuant to the relevant laws and regulations of the People’s Republic of China, the Parties, abiding by the principles
of sincere cooperation, equality, mutual benefit and joint development and through friendly negotiations, hereby agree as follows: 
 Article 1 Definitions 
 In this Agreement, the following terms shall have
the following meanings: 
 1.1 Agreement means this Agreement, along with its annexes attached hereto and the written amendments
to this Agreement as may be signed by the Parties from time to time. 
 1.2 China means the People’s Republic of China, and
for the purpose of this Agreement, excludes Hong Kong, Taiwan and Macao. 
 1.3 Date means the year, month and day. The terms
“within... (figure)” and “no later than... (figure)” in this Agreement shall include these figures. 

Article 2 Grant and Exercise of Call Option 
 2.1 The Parties agree that Party A has the exclusive option to purchase at any time all or part of the equities of Party C and/or Party D in Party B according to the provisions of this Agreement. This
option may be exercised by Party A or the qualified entity designated by Party A. This option is granted to Party A once this Agreement is signed by the Parties and such granting shall not be revoked within the valid term of this Agreement once it
is made. 







 2.2 The call option shall be exercised only when the following conditions are satisfied: the
holding by Party A (or by the qualified entity designated by Party A) of Party B’s equity does not violate applicable Chinese laws and regulations. 
 2.3 In order to exercise call option, Party A shall give a written notice (“Exercise Notice”) to Party C or Party D, which indicates its intention of exercising call option according to the
provisions of this Agreement as well as the quantity of the equity to be purchased. 
 2.4 Within thirty days after receiving
the Exercise Notice, Party C and/or Party D, as the case may be, shall sign with Party A or the qualified entity designated by Party A the equity transfer contract consistent with the Exercise Notice, along with the other documents relating to
transfer (collectively “Transfer Documents”). 
 2.5 To the extent permitted by law, when Party A decides to exercise
call option, Party B, Party C and Party D shall unconditionally assist Party A in handling all examination, approval, license, registration and filing procedures necessary for the transfer. 

Article 3 Exercise Price 
 Unless evaluation is required by law, the purchase price of all the equity to be purchased shall be: (1) RMB 10,000; or (2) the lowest price permitted by law (whichever is higher). If Party A
purchases part of Party B’s equity, the exercise price shall be adjusted on the basis of the ratio of the proposed equity to all the equity. 
 Party C and Party D agree that to the extent permitted by related Chinese policies, laws and regulations, all exercise prices obtained by the authorizer when Party A exercises call option will be given to
Party B without compensation. 
 Article 4 Representations and Warranties 

4.1 Each party hereby represents and warrants to the other parties that: 

(1) It has the full right, capacity and authority necessary to execute this Agreement and perform all the obligations and liabilities
under this Agreement; 







 (2) The execution or performance of this Agreement does not violate any significant contract
or agreement to which it is a party or any significant contract or agreement which binds upon it or its assets. 
 4.2 Party B,
Party C and Party D severally and jointly represent and warrant to Party A that: 
 (1) On the effective date of this Agreement,
Party C and Party D lawfully own the equity of Party B and have the full and valid right of disposal over such equity (except the limitations under Chinese laws and regulations). Except for the pledge arrangement as mentioned in the Equity Pledge
Agreement signed by the Parties as of August 1, 2011, Party B’s equity owned by Party C and Party D is free and clear of any other pledge, third-party interests or third-party recourse. 

(2) Within the valid term of this Agreement, without Party A’s written consent, Party C and Party D shall not transfer their
equities in Party B to any third party. 
 (3) Within the valid term of this Agreement, Party B’s business activities
comply with the laws, regulations, decrees as well as the administrative rules and guidelines promulgated by other relevant Chinese administrative authorities and have no violations of the above requirements, which have a material adverse influence
upon Party B’s business activities or assets. 
 (4) Before Party A (or the qualified entity designated by it) exercises
call option and obtains all of Party B’s equity, Party B shall not: 
 (a) make supplements, modifications or amendments to
its articles of association in any way or manner whatsoever, which will materially influence Party B’s assets, liabilities, operations, equity and other lawful rights (except pro-rata capital increases to meet legal requirements); 

(b) engage in any transaction that will materially influence Party B’s assets, liabilities, operations, equity and other lawful
rights (except those occurring in its normal or ongoing course of business or disclosed to Party A and consented to by Party A in writing); 







 (c) cause its shareholders’ general meeting to adopt the resolutions on dividend
distribution; 
 (d) sell, transfer, mortgage or otherwise dispose of the lawful or beneficial interests of any of its assets,
businesses or income or allow them to be set with any other security interest (except those occurring in its normal or ongoing course of business or disclosed to Party A and consented to by Party A in writing); 

(e) without Party A’s prior written consent, inherit, guarantee or permit any debts, except the debts which: (i) occur in the
normal or ongoing course of business instead of borrowings; and (ii) are disclosed to Party A and consented to by Party A in writing; 
 (f) without Party A’s prior written consent, sign any significant contract, however, except for the contracts signed in the normal course of business (in this paragraph, a contract with a value
exceeding RMB 100,000 is deemed as a significant contract); 
 (g) without Party A’s prior written consent, make a merger
or consolidation with any person or acquire any person or invest in any person; 
 (5) Before Party A (or the qualified entity
designated by it) exercises call option and obtains all of Party B’s equity, Party C and Party D shall jointly or severally: 
 (a) forthwith inform Party A of all lawsuits, arbitrations or proceedings that have occurred or are likely to occur with respect to the equities owned by both of them; 

(b) cause Party B’s shareholders’ general meeting to approve the transfer of the equity to be purchased contemplated herein by
voting; cause Party B to amend its articles of association so as to reflect the transfer of the shares or equities from Party C and Party D to Party A or Party A’s designee as well as the other changes as set out herein and immediately handle
change registration procedures with Chinese competent authorities; cause Party B’s shareholders’ general meeting to adopt the resolution on appointing the person designated by Party A or Party A’s designee as new director and/or new
legal representative; 







 (c) In order to maintain their ownership over the equity, sign all documents, take all
actions and bring all complaints or make defenses against all claims, which are necessary or appropriate; 
 (d) To the extent
permitted by relevant laws and regulations, upon request by Party A, promptly and unconditionally transfer their respective equities to Party A or its representative at any time and waive their rights of first refusal with respect to the equity
transfer by the other existing shareholder; 
 (e) fully comply with this Agreement and the other agreements signed by Party B
and Party A jointly or severally, fully perform the obligations under these agreements and be free of any action or inaction which will affect the validity and enforceability of these agreements; 

(6) within the valid term of this Agreement, unless otherwise specified herein or consented to by Party A in writing, Party C and Party D
will jointly and severally cause Party B to: 
 (a) Based on good financial and commercial standards and practices, maintain its
existence, prudently and effectively deal with its businesses and affairs and make its best efforts to ensure that it continuously has the permits, licenses and approvals necessary for its business operations and that these permits, licenses and
approvals are not cancelled; 
 (b) without Party A’s prior written consent, not seek a settlement or waive or change its
request or other rights in any lawsuit; 
 (c) make its best efforts to keep its existing organization structure and continue
maintaining its relations with customers so as to assure that Party B’s goodwill and operations are not materially influenced after equity transfer; 
 (d) without Party A’s prior written consent, not provide loans or credits for any person; 
 (e) without Party A’s prior written consent, not make a merger or consolidation with any third party, acquire the assets or businesses of any third party, invest in any third party or transfer its
assets or other rights to any third party; 







 (f) If Party A exercises call option according to the provisions of this Agreement, make its
best efforts to obtain all government approvals and other consents (if any) necessary for equity transfer as early as possible. 

Article 5 Other Provisions 
 To the extent permitted by applicable laws, Party C and Party D will extend Party B’s operation term depending on Party A’s approved operation term so as to be consistent with Party A’s
operation term. 
 Article 6 Confidentiality 
 Each party hereto shall keep the contents of this Agreement confidential and without the prior consent of the other Parties, not disclose to any other person or release the contents of this Agreement,
provided, however, that this obligation does not apply to any information which is: (i) disclosed under requirement of relevant laws and regulations; (ii) already publicly available other than through the fault of the disclosing party;
(iii) disclosed to such party’s shareholder, legal adviser, accountant, financial consultant or other professional consultants; or (iv) disclosed to the potential buyer of equity of such party or its shareholder or other investors,
debt or equity financier, which shall make appropriate confidentiality commitments (also subject to Party A’s consent if transferor is not Party A). 
 Article 7 Applicable Law and Defaulting Liability 
 The formation,
validity, interpretation and performance of and settlement of disputes in connection with this Agreement shall be governed by the laws of the People’s Republic of China. 
 If any of the Parties violates the provisions of this Agreement and fails to fully perform this Agreement, or makes any false representation or warranty in this Agreement, or conceals or omits any
significant fact, or does not perform its warranty, it shall be deemed to be in breach of this Agreement. The breaching party shall under take the corresponding defaulting liability in accordance with law. 







 Article 8 Settlement of Disputes 

8.1 Any dispute arising from or out of the performance of this Agreement shall be settled by the Parties through friendly negotiations.
In case no settlement can be reached, such dispute may be submitted for arbitration. 
 8.2 The dispute will be submitted to
Beijing Arbitration Commission (“the Commission”) for arbitration in Beijing in accordance with the Commission’s arbitration rules then in effect. 
 8.3 The arbitral award shall be final and binding upon the Parties hereto. Arbitration costs (including, but not limited to, arbitration expenses and lawyer’s fee) shall be borne by the losing party,
unless otherwise specified in the award. 
 Article 9 Effectiveness 

This Agreement shall come into effect after it is signed by the Parties hereto, which dates back to December 2, 2011 until
March 9, 2024. 
 Notwithstanding the foregoing provision, Party A may terminate this Agreement by giving a notice 30 days
in advance to the other parties. No other party may terminate this Agreement if the Parties do not reach a unanimous consent through negotiations. 
 Article 10 Amendments 
 The Parties shall perform all the provisions of
this Agreement once it becomes effective. Any amendment to this Agreement shall be subject to the negotiations of the Parties and made by a written instrument signed by the Parties after obtaining necessary authorizations and approvals. 

Article 11 Counterparts 
 This Agreement is executed in four originals, with each of Party A, Party B, Party C and Party D holding one original. 







 Article 12 Supplementary Provisions 

12.1 Party C and Party D shall undertake the joint and several obligations, commitments and liabilities towards Party A under this
Agreement. As far as Party A is concerned, the breach by Party C or Party D shall also constitute a breach by the other party. 

12.2 The headings in this Agreement are inserted for convenience of reference only and are not deemed to limit the applicability or
affect the meaning of any of its provisions. 
 12.3 Party A and Party B hereby agree and acknowledge that this Agreement
represents the restatement of and conclusive provisions regarding the subject matter hereof and, as from the effective date of this Agreement, substitutes the Call Option Agreement in connection with the subject matter hereof as concluded by the
parties on August 1, 2011. 
 12.4 In case of anything not covered herein, the Parties may sign a supplementary agreement,
which is annexed to and has the same legal effect as this Agreement. 
 (No text below) 







 (Signature page with no text) 
 Party A: Beijing Perfect World Software Co., Ltd. (seal) 
 Authorized Representative: /s/
[Authorized Signatory] 
 Party B: Beijing Perfect Moment Network Technology Co., Ltd. (seal) 

Authorized Representative: /s/ [Authorized Signatory] 
  

	
	Party C: Yufeng Chi
	
	/s/ Yufeng Chi
	
	Party D: Qi Zhu
	
	/s/ Qi Zhu

 12 (month) 2 (day), 2011