NetDragon Websoft Holdings Limited — M&A Activity 2015

Sep 7, 2015

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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NetDragon Websoft Inc. 網龍網絡有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 777)

VERY SUBSTANTIAL ACQUISITION IN RELATION TO THE ACQUISITION OF PROMETHEAN WORLD PLC — OFFER UNCONDITIONAL AS TO ACCEPTANCES

Reference is made to the announcement of NetDragon Websoft Inc. (the “ Company ”) dated 10 July 2015 in relation to a very substantial acquisition of the Company, the Company’s announcement dated 6 August 2015 in relation to the despatch of the Offer Document, the Company’s announcement dated 28 August 2015 in relation to the Offer update and extension of the Offer, and the circular of the Company dated 31 August 2015 (the “ Circular ”). Unless stated otherwise, capitalized terms used herein shall have the same meanings as those defined in the Circular.

The Company is pleased to announce that the Offer has become unconditional as to acceptances. Further details are set out below.

Level of acceptances of the Offer

As at 3:00 p.m. (London time) on 4 September 2015, the Company and Digital Train had received valid acceptances of the Offer in respect of 192,564,960 Promethean Shares, representing approximately 94.76 per cent. of the existing issued ordinary share capital of Promethean.

Extension of the Offer

The Offer, which remains subject to the other terms and conditions set out in the Offer Document, will remain open for acceptances until further notice. At least 14 days’ notice will be given before the closing of the Offer to those Promethean Shareholders who have not at the date of that notice accepted the Offer.

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EGM

Shareholders are reminded that a Condition to the Offer is the approval by the Shareholders at the EGM of the Offer and the acquisition of Promethean Shares by Digital Train pursuant to the terms of the Offer, further details of which are set out in notice of the EGM dated 31 August 2015. As previously announced, the EGM will be held on 17 September 2015.

As stated in the Company’s announcement dated 1 September 2015, in order to ensure that the shareholders are entitled to attend and vote at the EGM, the shareholders must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong by no later than 4:30 p.m. on Monday, 14 September 2015 for registration of the relevant transfer.

By order of the Board NetDragon Websoft Inc. Liu Dejian Chairman

Hong Kong, 7 September 2015

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Liu Dejian, Mr. Liu Luyuan, Mr. Zheng Hui and Mr. Chen Hongzhan; one non-executive Director, namely Mr. Lin Dongliang; and three independent non-executive Directors, namely Mr. Chao Guowei, Charles, Mr. Lee Kwan Hung and Mr. Liu Sai Keung, Thomas.

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