CUSIP No.
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81941U105
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Page
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2
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of
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6
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1
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NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
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Shanda SDG Investment Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a)
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(b)
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3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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British Virgin Islands
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5
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SOLE VOTING POWER:
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409,087,0002
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER:
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BENEFICIALLY
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0
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OWNED BY
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EACH
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REPORTING
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7
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SOLE DISPOSITIVE POWER:
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PERSON
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409,087,0002
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WITH:
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8
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SHARED DISPOSITIVE POWER:
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0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
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409,087,0002
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
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71.0% 3
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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CUSIP No.
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81941U105
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Page
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3
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of
|
6
|
1
|
NAMES OF REPORTING PERSONS/
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
|
|
Shanda Interactive Entertainment Limited
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
|
|
(a)
|
||
(b)
|
||
3
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SEC USE ONLY:
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION:
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Cayman Islands
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5
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SOLE VOTING POWER4:
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||
409,087,0005
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NUMBER OF
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SHARES
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6
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SHARED VOTING POWER:
|
|
BENEFICIALLY
|
0
|
||
OWNED BY
|
|
||
EACH
|
|||
REPORTING
|
7
|
SOLE DISPOSITIVE POWER4:
|
|
PERSON
|
409,087,0005
|
||
WITH:
|
|||
8
|
SHARED DISPOSITIVE POWER:
|
||
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
|
|
409,087,0005
|
||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
|
|
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9:
|
|
71.0% 6
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
CO
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CUSIP No.
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81941U105
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Page
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4
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of
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6
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Item 1(a).
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Name of Issuer
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Shanda Games Limited
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
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No. 1 Office Building
No. 690 Bibo Road
Pudong New Area
Shanghai, China 201203
The People’s Republic of China
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Item 2(a).
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Name of Persons Filing
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(i) Shanda SDG Investment Limited
(ii) Shanda Interactive Entertainment Limited
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Item 2(b).
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Address of Principal Business Office or, if none, Residence
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The address of principal business office for each of the Reporting Persons is No. 208 Juli Road, Pudong New Area, Shanghai 201203, People’s Republic of China.
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Item 2(c).
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Citizenship
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(i) British Virgin Islands
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(ii) Cayman Islands
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Item 2(d).
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Title of Class of Securities
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Class A ordinary shares7
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Item 2(e).
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CUSIP Number
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81941U105
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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Not applicable
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CUSIP No.
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81941U105
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Page
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5
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of
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6
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Item 4.
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Ownership
The Reporting Persons hold Class B ordinary shares, each of which is convertible into one Class A ordinary share at any time by the holder thereof. The record holder of the 409,087,000 Class B ordinary shares of the issuer is Shanda SDG Investment Limited, which is wholly owned by Shanda Interactive Entertainment Limited.
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Reporting Person
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Amount Beneficially
Owned |
Percent of Class8
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Sole Power to Vote or
Direct the Vote |
Shared Power to Vote or
Direct the Vote |
Sole Power to Dispose or
Direct the Disposition of |
Shared Power to Dispose or Direct the Disposition of
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Shanda SDG Investment Limited
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409,087,000
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71.0%
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409,087,000
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0
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409,087,000
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0
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Shanda Interactive Entertainment Limited
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409,087,000
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71.0%
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409,087,000
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0
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409,087,000
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0
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable
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Item 9.
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Notice of Dissolution of Group
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Not applicable
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CUSIP No.
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81941U105
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Page
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6
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of
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6
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Item 10.
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Certifications
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Not applicable
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Shanda SDG Investment Limited
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By:
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/s/ Tianqiao Chen
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Name:
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Tianqiao Chen
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Title:
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Director
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Shanda Interactive Entertainment Limited
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By:
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/s/ Tianqiao Chen
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Name:
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Tianqiao Chen
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Title:
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Director
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Exhibit A
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Joint Filing Agreement, dated February 11, 2011, between Shanda SDG Investment Limited and Shanda Interactive Entertainment Limited
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