[Page 1 Certain Conventions 2 Part I Item 1. Identity of Directors, Senior Management and Advisors 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information on the Company 44 Item 4A. Unresolved Staff Comments 64 Item 5. Operating and Financial Review and Prospects 64 Item 6. Directors, Senior Management and Employees 89] [Cooperation Agreement between Shanda Online and Shanda Games Agreement This Cooperation Agreement between Shanda Online and Shanda Games (hereinafter referred to as this “ st day of April, 2010 in Pudong New Area, Shanghai by and between: Shanda Online Shengzhan Networking Technology Co., Ltd., located at 208 Juli Road, Pudong New Area, Shanghai; hereinafter referred to as “ Shanghai Shulong] [The Supplement Agreement To The Cooperation Agreement between Shanda Online and Shanda Games Agreement This Supplement Agreement to the Cooperation Agreement between Shanda Online and Shanda Games (hereinafter referred to as this “ st day of April, 2010 in Pudong New Area, Shanghai by and between: Party A: Shanda Online Shanghai Shanda Shanghai Shanda Networking Co., Ltd., (“ Address: 208] [Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid Cards This Agreement is entered into on this 1 st day of May, 2011 in Pudong New Area, Shanghai by and between: Party A Tianjin Shengjing Trade Co., Ltd., located at Room 201-11, Area B1, the Second Floor of Dongman Building, No.126 of Dongman Zhong Road,] [Supplement Agreement To Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid Cards Agreement This Supplement Agreement to Shengjing System Sales Agency Agreement for Promotion and Marketing of the Shanda Games Pre-paid Cards (this “ Party A Tianjin Shengjing Trade Co., Ltd., located at Room 201-11, Area B1, the Second Floor of Dongman Building, No.126] [Execution Version US$200,500,000 FACILITY AGREEMENT dated 8 February 2012 for SHANDA ONLINE INTERNATIONAL (HK) LIMITED SHANDA GAMES TECHNOLOGY (HK) LIMITED and SHANDA GAMES HOLDINGS (HK) LIMITED as Borrowers arranged by CHINA MINSHENG BANKING CORP., LTD., HONG KONG BRANCH as Arranger and Agent with CHINA MINSHENG BANKING CORP., LTD., HONG KONG BRANCH as Account Bank CONTENTS CLAUSE PAGE THIS AGREEMENT is] [Entrusted Loan Contract 2012-Fang Zi No.11120206 Lender (Party A): China Merchant Bank Co., Ltd., Shanghai Dongfang Sub-branch Address: 902, Dongfang Road Principal: Chen, Siqing Borrower (Party B): Lansha Information Technology (Shanghai) Co., Ltd. Address: Legal Representative (Principal): Tan, Qunzhao Shanda Computer (Shanghai) Co., Ltd. Trustor Entrustment Contract on Entrust Loan 2012-Fang Zi No.11120206 Notice of Entrusted Loan February 7, 2012] [Loan Agreement Agreement 8th February 2012 This Loan Agreement (hereinafter referred to as this “ Shanda Interactive Entertainment Limited Borrower Cayman Islands Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands Shanda Games Limited Lender Cayman Islands Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands Parties Party The Borrower and the Lender may] [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 100 % Mochi Media, Inc. Delaware 100 % Shanda Games Korean Investment Limited BVI 100 % Actoz Soft Co., Ltd. Republic of Korea 51.19 % Shanda Games Holdings (HK) Limited Hong Kong] [SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Qunzhao Tan, 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 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 12 d315969dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13(A)-14(B)] [SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 13 d315969dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13(A)-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Shanghai, the People’s Republic of China March 19, 2012 PricewaterhouseCoopers Zhong Tian CPAs Limited Company, 11/F PricewaterhouseCoopers Center 2 Corporate Avenue, 202 Hu Bin Road, Luwan District, Shanghai 200021, PRC T: +86 (21) 2323 8888, F: +86 (21) 2323 8800, www.pwccn.com EX-15.1 14 d315969dex151.htm CONSENT OF PRICEWATERHOUSECOOPERS ZHONG TIAN CPAS LIMITED COMPANY]