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.

NetDragon Websoft Inc.

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 777) GRANT OF AWARDED SHARES BY 91 LIMITED PURSUANT TO THE 91 SHARE AWARD SCHEME

Reference is made to the announcements (the "Announcements") of the Company dated 28 December 2011 and 9 February 2012 in relation to the adoption of the employee incentive programme by 91 Limited (the "91 Share Award Scheme") and the grant of the Awarded Shares thereunder. Unless defined otherwise, capitalised terms used herein shall have the same meanings ascribed to them in the Announcements.
The Board announces that on 31 December 2012, 91 Limited awarded 6,751,250
Awarded Shares to certain Selected Participants pursuant to the 91 Share Award Scheme. The Awarded Shares were awarded subject to the acceptance by the relevant Selected Participants. Details of the Awards are as follows:
Date of grant : 31 December 2012
Number of Shares
granted
: 6,751,250
Number of Selected
Participants
: 323
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Vesting conditions : The Awarded Shares shall vest in the relevant
Selected Participants subject to the terms of the 91
Share Award Scheme, including but not limited to the following conditions:-
(a) fulfilment of such vesting conditions (if any) as specified by the 91 Board up to its reasonable satisfaction; and
(b) the Selected Participant remaining under the employment of a member of the Group as determined by the 91 Board up to and including the Vesting Date and no notice of termination of employment of such Selected Participant is subsisting as at such date.
Among the 6,751,250 Awarded Shares granted, a total of 1,570,000 Awarded Shares were granted to the directors of 91 Limited and the Directors of the Company.
Subject to the acceptance by the relevant Selected Participants, such Awarded Shares may be held by the Selected Participants in their own names or such nominees, including any trustees, as designated by the Selected Participants.
Hong Kong, 31 December 2012
By order of the Board

NetDragon Websoft Inc. Liu Dejian

Chairman

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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