NetDragon(BVI), a direct wholly-owned subsidiary of NetDragon Websoft Inc. (HKG:0777), has entered into a subscription agreement with 91 Limited, an indirect subsidiary of NetDragon Websoft, pursuant to which NetDragon(BVI) shall subscribe for, and 91 Limited shall issue and allot, 2.404 million series B preferred shares for US$3 million.

91 Limited and the IDG investors have agreed, pursuant to the terms and conditions of the notes, on the note conversion price. Based on the note conversion price and the terms and conditions of the notes, 91 Limited will issue 4.006 million series B preferred shares to the IDG investors, and the notes will thereafter be cancelled and cease to have any effect whatsoever. The note conversion is scheduled to take place on 17 February 2012.

Upon completion of the subscription and the note conversion, NetDragon(BVI) will hold 71.151 million ordinary shares and 2.404 million series B preferred shares, representing, in aggregate, 62.03% of the entire issued share capital of 91 Limited (as enlarged by the subscription and the note conversion) and the IDG investors will hold 15.382 million series A preferred shares and 4.006 million series B preferred shares, representing, in aggregate, 16.34% of the entire issued share capital of 91 Limited (as enlarged by the subscription and the note conversion).

Upon the completion of the subscription and the note conversion, 91 Limited is expected to record a gain on the deemed disposal by the issue and sale of the series B preferred Shares amounting to, in total, approximately RMB47.8 million (HK$59 million) after deducting the professional fees and all related expenses, which gain is subject to adjustment and review by auditors of NetDragon Websoft.