[Shanda Interactive Entertainment Limited Adds New Consortium Member HONG KONG The Consortium submitted a preliminary non-binding proposal letter dated January 27, 2014 (the “Proposal”) to the board of directors of Shanda Games. According to the Proposal, the Consortium proposed to acquire Shanda Games in a “going private” transaction for US$3.45 per class A or class B ordinary share of Shanda] []
[Shanda Interactive Entertainment Limited Adds New Consortium Member HONG KONG The Consortium submitted a preliminary non-binding proposal letter dated January 27, 2014 (the “Proposal”) to the board of directors of Shanda Games. According to the Proposal, the Consortium proposed to acquire Shanda Games in a “going private” transaction for US$3.45 per class A or class B ordinary share of Shanda] []
[CUSIP No. 81941U105 Page 2 of 13 1 Name of reporting person Mage Capital Limited 2 Check the appropriate box if a member of a group ¨ x (a) 3 SEC use only 4]
[ADHERENCE AGREEMENT ADHERENCE AGREEMENT Agreement THIS CAP IV ENGAGEMENT LIMITED, a company limited by shares incorporated and existing under the laws of Cayman Islands with its registered address at: c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (the “New Sponsor”). RECITALS: (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On January 27,] [** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares. - 2 - 81941U105 CUSIP No. 1. Names of Reporting Persons.]
[ADHERENCE AGREEMENT ADHERENCE AGREEMENT Agreement THIS CAP IV ENGAGEMENT LIMITED, a company limited by shares incorporated and existing under the laws of Cayman Islands with its registered address at: c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands (the “New Sponsor”). RECITALS: (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On January 27,] [** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares. - 2 - 81941U105 CUSIP No. 1. Names of Reporting Persons.]
[table of contents Page 2 Certain Conventions 3 Part I 5 Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 5 Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE 5 Item 3. KEY INFORMATION] [AMENDED AND RESTATED NON-COMPETE AND NON-SOLICITATION AGREEMENT Agreement Effective Date Shanda SDG This Amended and Restated Non-compete and Non-Solicitation Agreement (this “ WITNESSETH Original Agreement WHEREAS, Shanda and SDG intend to enter into this Agreement to replace the Original Agreement in its entirely. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Shand] [Execution Version TRANSACTION FRAMEWORK AGREEMENT dated as of July 28, 2013 by and among Shanda Games Limited Shengqu Information Technology (Shanghai) Co., Ltd. 盛趣信息技术 上海 有限公司 ( Shanda Interactive Entertainment Limited Shanda Online International (HK) Limited Shanda Computer (Shanghai) Co., Ltd. 盛大计算机;上海;有限公司 ) ( and Shanghai Shanda Networking Co., Ltd. 上海盛大网络发展有限公司 ( TABLE OF CONTENTS Page Article 1 Definitions .] [Loan Contract the Contract China st The Loan Contract (hereinafter referred to as “ (1) the Lender Shengqu Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as “ (2) ZHANG Qing, a Chinese citizen with the ID card No.: ################## and the domicile: *; and (3) LV Ying, a Chinese citizen with the ID card No.: ################## and the domicile:] [Shares Pledge Agreement the Agreement st China The Shares Pledge Agreement (hereinafter referred to as “ (1) ZHANG Qing, a Chinese citizen with the ID card No.: ################## and the domicile: *; (2) LV Ying, a Chinese citizen with the ID card No.: ################## and the domicile: *; Pledgor the Pledgors (ZHANG Qing and LV Ying are hereinafter individually referred] [Exclusive Shares Transfer Option Agreement the Agreement st China The Exclusive Shares Transfer Option Agreement (hereinafter referred to as “ (1) the Sole-funded Company Shengqu Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as “ (2) ZHANG Qing, a Chinese citizen with the ID card No.: ################## and the domicile: *; (3) LV Ying, a Chinese citizen with the ID] [Entrustment Agreement on the Voting Rights of Shareholders the Agreement st China The Entrustment Agreement on the Voting Rights of Shareholders (hereinafter referred to as “ (1) the Sole-funded Company Shengqu Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as “ (2) ZHANG Qing, a Chinese citizen with the ID card No.: ################## and the domicile: *; (3) LV Ying,] [Exclusive Consultation and Services Agreement the Agreement st China The Exclusive Consultation and Services Agreement (hereinafter referred to as “ (1) Party A (2) Party B Party Parties (In the Agreement, Party A and Party B are individually referred to as a “ Whereas: (1) Party A is a wholly foreign-owned enterprise legitimately incorporated that owns relatively rich consultation experiences] [Shares Pledge Agreement the Agreement st China The Shares Pledge Agreement (hereinafter referred to as “ (1) the Pledgor Shanghai Shanda Networking Development Co., Ltd., an enterprise legal person duly incorporated and existing in accordance with the Chinese law, with the registered address of Room 402-B, No.727 Zhangjiang Road, Pudong New Area, Shanghai (hereinafter referred to as “ (2) the] [Exclusive Shares Transfer Option Agreement the Agreement st China The Exclusive Shares Transfer Option Agreement (hereinafter referred to as “ (1) the Sole-funded Company Shengqu Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as “ (2) the Shareholder Shanghai Shanda Networking Development Co., Ltd., an enterprise legal person duly incorporated and existing in accordance with the Chinese law, with the] [Entrustment Agreement on the Voting Rights of Shareholder the Agreement st China The Entrustment Agreement on the Voting Rights of Shareholder (hereinafter referred to as “ (1) the Sole-funded Company Shengqu Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as “ (2) the Shareholder Shanghai Shanda Networking Development Co., Ltd., an enterprise legal person duly incorporated and existing in accordance] [Exclusive Consultation and Services Agreement the Agreement st China The Exclusive Consultation and Services Agreement (hereinafter referred to as “ (1) Party A (2) Party B Party Parties (In the Agreement, Party A and Party B are individually referred to as a “ Whereas: (1) Party A is a wholly foreign-owned enterprise legitimately incorporated that owns relatively rich software service] [Name of Subsidiary and Name Under Which It Does Business Place of Incorporation Beneficial Shanda Games International (Pte) Ltd. Singapore 100 % Eyedentity Games, Inc. Republic of Korea 79.5 % Shanda Games Korean Investment Limited BVI 100 % Actoz Soft Co., Ltd. Republic of Korea 51.2 % Shanda Games Holdings (HK) Limited Hong Kong 100 % Shengqu Information Technology (Shanghai)] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Xiangdong Zhang, certify that: 1. I have reviewed this annual report on Form 20-F of Shanda Games Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Richard Wei, certify that: 1. I have reviewed this annual report on Form 20-F of Shanda Games Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Xiangdong Zhang Chief Executive Officer] [.2 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 1. 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Richard Wei Chief Financial Officer] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PricewaterhouseCoopers Zhong Tian LLP Shanghai, the People’s Republic of China April 29, 2014] [[Letterhead of Global Law Office] 29 April, 2014 Shanda Games Limited No. 690 Bibo Road Pudong New Area Shanghai 201203, People’s Republic of China Dear Sirs: Yours faithfully, Global Law Office]
[Shanda Interactive Entertainment Limited Adds New Consortium Member Shanghai, April 28, 2014 The Consortium submitted a preliminary non-binding proposal letter dated January 27, 2014 (the “Proposal”) to the board of directors of Shanda Games. According to the Proposal, the Consortium proposed to acquire Shanda Games in a "going private" transaction for US$3.45 per class A or class B ordinary share] []
[ADHERENCE AGREEMENT ADHERENCE AGREEMENT Agreement THIS New Sponsor FV Investment Holdings, a company limited by shares incorporated and existing under the laws of the Cayman Islands with its registered address at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005 (the “ RECITALS: (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On January 27, 2014, the parties listed at Annex A] [** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares. -2- 81941U105 CUSIP No. 1. Names of Reporting Persons. Premium Lead Company Limited]
[ADHERENCE AGREEMENT ADHERENCE AGREEMENT Agreement THIS New Sponsor FV Investment Holdings, a company limited by shares incorporated and existing under the laws of the Cayman Islands with its registered address at 190 Elgin Avenue, George Town, Grand Cayman KY1-9005 (the “ RECITALS: (A) Existing Parties Consortium Agreement Transaction Target NASDAQ On January 27, 2014, the parties listed at Annex A] [** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares. -2- 81941U105 CUSIP No. 1. Names of Reporting Persons. Premium Lead Company Limited]
