NetDragon Websoft Holdings Limited — M&A Activity 2015

Aug 6, 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 — DESPATCH OF OFFER DOCUMENT UNDER THE UK TAKEOVER CODE

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 “ Announcement ”). Unless stated otherwise, capitalized terms used herein shall have the same meanings as those defined in the Announcement.

The Company would like to announce that on 6 August 2015, the Offer Document and the form of acceptance in respect of the Offer were despatched to the Promethean Shareholders under the UK Takeover Code, and the Offer Document was also being posted, for information purposes only, to participants in the Promethean Share Schemes.

The Offer is open for acceptance by the Promethean Shareholders until 1:00 p.m. (London time) on 27 August 2015 (or such later time(s) and/or date(s) as Digital Train may determine, subject to the consent of the UK Takeover Panel, where required).

The Offer Document contains, among other things, (i) a letter of recommendation from the chairman of Promethean including information of the Offer, (ii) a letter from Digital Train Limited including information of the Offer and the Group and instructions to Promethean Shareholders in respect of the acceptance of the Offer, (iii) conditions and further terms of the Offer, (iv) a statement of Promethean in the preliminary financial results for the year ending 31 December 2014 released on 19 February 2015 (which, for the purposes of Rule 28 of the UK Takeover Code, constitutes a profit forecast), and (v) other additional information regarding the Offer, Promethean Group and the Group.

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A copy of the Offer Document and other documents in connection with the Offer will, subject to certain restrictions relating to persons resident in jurisdictions where the distribution of the Offer Document would constitute a violation of the relevant laws of such jurisdictions, be available free of charge for inspection on the Company’s website at http://ir.netdragon.com/ and on Promethean’s website at http://www.prometheanworld.com/ by no later than 12 noon (London time) on 7 August 2015.

As stated in the Announcement, the Offer is conditional upon, among other things, the Shareholders’ approval of the Acquisition at the EGM. The Company expects that the Circular and a notice convening the EGM will be despatched to the Shareholders in late August 2015.

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

Hong Kong, 6 August 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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