九城将赴美上市，计划并购目标软件!

内容速读：

获知九城即将上市，我们马上派记者前往上海向九城了解这方面的详情，经过记者长歌的努力，终于了解到九城上市后的一个大的计划：并购目标软件。　　　在招股书中，我们可以看到，2004年4月16日，九城以400万美元收购了目标软件20%的股份，从而取得了目标软件两年内所有在线产品的优先代理权。

    获知九城即将上市，我们马上派记者前往上海向九城了解这方面的详情，经过记者长歌的努力，终于了解到九城上市后的一个大的计划：并购目标软件。

　　众所周知，目标软件在中国的游戏开发业拥有举足轻重的地位，该公司开发的《铁甲风暴》、《傲世三国》、《秦殇》等单机游戏在欧美市场都享有很高的声誉；网络游戏《天骄》运营顺利；开发中的《傲世三国online》一直高踞网络游戏期待榜前列。

　　　在招股书中，我们可以看到，2004年4月16日，九城以400万美元收购了目标软件20%的股份，从而取得了目标软件两年内所有在线产品的优先代理权。
　　
　　原文是“ Concurrently with our equity investment, we have obtained a right of first refusal to acquire licenses to operate in China all the online games developed by Object Software during the first two-year period after our investment. Furthermore, we have begun to offer game-related short messaging services, or SMS, including player accounts password protection service. ”
　　
　　同时，九城计划在纳斯达克上市后，将收购目标软件剩下的股份，具体价格将视目标的后续开发产品及《傲世三国online》商业化后6个月的表现而定。但是不管怎么样，收购价都在2000万——7500万美元之间。
　　
　　招股书中还证明，《傲世三国online》将在2004年12月31日投入商业运营。
　　
　　下面是相关的英文全文：
　　
　　Arrangements regarding Object Software.
　　
　　On April 16, 2004, we invested US＄4.0 million for a 20% stake in Object Software, an established game developer in China which has developed a number of PC games and online games including several award-winning games. Subsequent to this initial investment, we will be required to enter into a share purchase agreement to acquire all of the outstanding shares of Object Software upon the satisfaction of certain conditions, including the commercial launch of the “Fate of the Dragon Online” game by December 31, 2004, and there being no material adverse change in the business, operations, properties, financial position or condition of Object Software or any of its subsidiaries since the date of our initial investment. The “commercial launch” of the “Fate of the Dragon Online” game is defined as the commercial launch by Object Software which results in the recognition of revenue in its financial statements in accordance with U.S. GAAP; provided, however, that the commercial launch shall not occur until the number of average weekly peak concurrent users of the game reaches at least 50,000. We believe that it is unlikely that Object Software will be able to commercially launch the “Fate of the Dragon Online” game by the end of 2004.
　　
　　Pursuant to the subscription and purchase agreement, the amount of consideration we pay for the remaining interest in Object Software will depend on whether the three key online games developed by Object Software reach the specified performance targets within six months after the commercial launch of the “Fate of the Dragon Online” game, but in no event shall the consideration be less than US＄20,000,000 or higher than US＄75,000,000. The consideration may be paid in the form of our unregistered shares and/or cash. In the event that the monthly average trading price of our shares equals or exceeds the per share price at this offering, our consideration may be paid in the form of our shares, subject to Object Software’s selling shareholders’ right to request that we pay up to 50% of the consideration in cash. In the event that the monthly average trading price of our shares is below
　　
　　Table of Contents
　　the per share price at this offering, Object Software’s selling shareholders shall have a right to request that we pay the consideration in the form of cash or any combination of cash and our shares, but Object Software’s selling shareholders as a whole shall in no event receive greater than 27% of our total issued share capital on a fully-diluted basis. In addition, none of the selling shareholders is entitled to receive a number of shares greater than the total number of the shares held by either Incsight Limited or Bosma Limited, so long as Incsight Limited and Bosma Limited each hold greater than 12% of our total issued shares. Currently, Incsight Limited, which is wholly owned by our Chairman and Chief Executive Officer Jun Zhu, and Bosma Limited are the two largest shareholders of our company.
　　
　　Concurrent with the closing of our acquisition of a 20% stake in Object Software, we have entered into a shareholders’ agreement with Object Software and all of its existing shareholders. Pursuant to the shareholders’ agreement, we have obtained a right of first refusal to acquire licenses to operate in China all the online games developed by Object Software during the two-year period after our initial investment. We also have the right to effectively participate in significant decisions that are expected to be made in the ordinary course of business of Object Software.