CUSIP No. 81941U105 | ||
1. |
Names of Reporting Persons.
Premium Lead Company Limited
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x
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(b) o
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3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
PF, OO
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6. |
Citizenship or Place of Organization
British Virgin Islands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.Sole Voting Power 0
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8.Shared Voting Power 349,801,719 Class B ordinary Shares(1)
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9.Sole Dispositive Power 0
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10.Shared Dispositive Power 349,801,719 Class B ordinary Shares (1)
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
349,801,719 Class B ordinary Shares (1)
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13. |
Percent of Class Represented by Amount in Row (11)
100.0% (2)(3)
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14. |
Type of Reporting Person (See Instructions)
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CO
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(1)
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representing 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited, a British Virgin Islands corporation and a direct wholly owned subsidiary of Shanda Interactive Entertainment Limited, which is in turn wholly owned by Premium Lead Company Limited.
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(2)
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percentage calculated based on total Class B ordinary shares outstanding as of May 16, 2014. As of May 16, 2014, 187,220,759 Class A ordinary shares (including Class A ordinary shares represented by American Depositary Shares “ADSs”) and 349,801,719 Class B ordinary shares were outstanding.
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(3)
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each Class A ordinary share is entitled to one vote per share and is not convertible into Class B ordinary share. Each Class B ordinary share is entitled to 10 votes per share and is convertible at any time into one Class A ordinary share at the election of its holder. The 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited of record represent approximately 65.1% of the total outstanding shares (including Class A ordinary shares (including Class A ordinary shares represented by ADSs) and Class B ordinary shares) and 94.9% of the total voting rights as of May 16, 2014.
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CUSIP No. 81941U105 | ||
1. |
Names of Reporting Persons.
Shanda Interactive Entertainment Limited
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|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x
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(b) o
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||
3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
PF, OO
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|
5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6. |
Citizenship or Place of Organization
Cayman Islands
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Number of Shares Beneficially Owned by Each Reporting Person
With
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7. Sole Voting Power 0
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8. Shared Voting Power 349,801,719 Class B ordinary Shares (1)
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9. Sole Dispositive Power 0
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10. Shared Dispositive Power 349,801,719 Class B ordinary Shares (1)
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
349,801,719 Class B ordinary Shares (1)
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13. |
Percent of Class Represented by Amount in Row (11)
100.0% (2)(3)
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14. |
Type of Reporting Person (See Instructions)
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CO
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(1)
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representing 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited, a British Virgin Islands corporation and a direct wholly owned subsidiary of Shanda Interactive Entertainment Limited, a Cayman Islands corporation.
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(2)
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percentage calculated based on total Class B ordinary shares outstanding as of May 16, 2014. As of May 16, 2014, 187,220,759 Class A ordinary shares (including Class A ordinary shares represented by ADSs) and 349,801,719 Class B ordinary shares were outstanding.
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(3)
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each Class A ordinary share is entitled to one vote per share and is not convertible into Class B ordinary share. Each Class B ordinary share is entitled to 10 votes per share and is convertible at any time into one Class A ordinary share at the election of its holder. The 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited of record represent approximately 65.1% of the total outstanding shares (including Class A ordinary shares (including Class A ordinary shares represented by ADSs) and Class B ordinary shares) and 94.9% of the total voting rights as of May 16, 2014.
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CUSIP No. 81941U105 | ||
1. |
Names of Reporting Persons.
Shanda SDG Investment Limited
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|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions).
(a) x
(b) o
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|
3. |
SEC Use Only
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4. |
Source of Funds (See Instructions)
PF, OO
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
o
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6. |
Citizenship or Place of Organization
British Virgin Islands
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Number of Shares Beneficially Owned by Each Reporting Person
With
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7. |
Sole Voting Power 0
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8. |
Shared Voting Power 349,801,719 Class B ordinary Shares (1)
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9. |
Sole Dispositive Power 0
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10. |
Shared Dispositive Power 349,801,719 Class B ordinary Shares (1)
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
349,801,719 Class B ordinary Shares (1)
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13. |
Percent of Class Represented by Amount in Row (11)
100.0% (2)(3)
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14. |
Type of Reporting Person (See Instructions)
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CO
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(1)
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representing 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited, a British Virgin Islands corporation.
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(2)
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percentage calculated based on total Class B ordinary shares outstanding as of May 16, 2014. As of May 16, 2014, 187,220,759 Class A ordinary shares (including Class A ordinary shares represented by ADSs) and 349,801,719 Class B ordinary shares were outstanding.
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(3)
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each Class A ordinary share is entitled to one vote per share and is not convertible into Class B ordinary share. Each Class B ordinary share is entitled to 10 votes per share and is convertible at any time into one Class A ordinary share at the election of its holder. The 349,801,719 Class B ordinary shares held by Shanda SDG Investment Limited of record represent approximately 65.1% of the total outstanding shares (including Class A ordinary shares (including Class A ordinary shares represented by ADSs) and Class B ordinary shares) and 94.9% of the total voting rights as of May 16, 2014.
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1)
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Premium Lead Company Limited (“Premium Lead”), a company established under the laws of the British Virgin Islands, with its registered office at Woodbourne Hall, Road Town, Tortola, British Virgin Islands, its principal business address at 8 Stevens Road 257819 Singapore and its principal business in investment holding;
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2)
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Shanda Interactive Entertainment Limited (“Shanda Interactive”), a company established under the laws of the Cayman Islands, with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands, its principal business address at 8 Stevens Road 257819 Singapore and its principal business in investment holding;
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3)
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Shanda SDG Investment Limited (“SDG” and together with Premium Lead and Shanda Interactive, the “Reporting Persons”), a company established under the laws of the British Virgin Islands, with its registered office at Commere House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110, its principal business address at Unit 403A, 4/F Golden Centre, 188 Des Voeux Road Central, Hong Kong and its principal business in investment holding.
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Exhibit 7.01:
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Joint Filing Agreement dated January 30, 2014 (incorporated by reference to Exhibit 7.01 of the Schedule 13D filed by the Reporting Persons on January 30, 2014)
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Exhibit 7.02:
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Proposal dated January 27, 2014 (incorporated by reference to Exhibit 7.02 of the Schedule 13D filed by the Reporting Persons on January 30, 2014)
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Exhibit 7.03:
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Consortium Agreement dated January 27, 2014 (incorporated by reference to Exhibit 7.03 of the Schedule 13D filed by the Reporting Persons on January 30, 2014)
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Exhibit 7.04:
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PV Share Purchase Agreement dated January 27, 2014 (incorporated by reference to Exhibit 7.04 of the Schedule 13D filed by the Reporting Persons on January 30, 2014)
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Exhibit 7.05:
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PW Share Purchase Agreement dated April 18, 2014 (incorporated by reference to Exhibit 7.05 of the Schedule 13D/A filed by the Reporting Persons on April 21, 2014)
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Exhibit 7.06:
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PW Adherence Agreement dated April 18, 2014 (incorporated by reference to Exhibit 7.06 of the Schedule 13D/A filed by the Reporting Persons on April 21, 2014)
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Exhibit 7.07:
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FV Adherence Agreement dated April 25, 2014 (incorporated by reference to Exhibit 7.07 of the Schedule 13D/A filed by the Reporting Persons on April 28, 2014)
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Exhibit 7.08:
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Carlyle Adherence Agreement dated May 19, 2014
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Premium Lead Company Limited
By: /s/Tianqiao Chen
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Name: Tianqiao Chen
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Title: Director
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Shanda Interactive Entertainment Limited
By: /s/Tianqiao Chen
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Name: Tianqiao Chen
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Title: Director
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Shanda SDG Investment Limited
By: /s/Tianqiao Chen
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Name: Tianqiao Chen
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Title: Director
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(A)
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On January 27, 2014, the parties listed at Annex A (the “Existing Parties”) entered into a consortium agreement (the “Consortium Agreement”) and proposed to undertake an acquisition transaction (the “Transaction”) with respect to Shanda Games Limited (the “Target”), a company incorporated under the laws of the Cayman Islands and listed on the Nasdaq Stock Market (“NASDAQ”), pursuant to which the Target would be delisted from NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended.
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(B)
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Additional sponsors may be admitted to the Consortium pursuant to Section 1.2(f) of the Consortium Agreement.
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(C)
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On April 18, 2014, Perfect World Co., Ltd., a company limited by shares incorporated and existing under the laws of the Cayman Islands (“Perfect World”), entered into an adherence agreement with the Existing Parties, pursuant to which Perfect World became a party to the Consortium Agreement.
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(D)
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On April 25, 2014, FV Investment Holdings, a company limited by shares incorporated and existing under the laws of the Cayman Islands ("FountainVest"), entered into an adherence agreement with the Existing Parties and Perfect World, pursuant to which FoundtainVest became a party to the Consortium Agreement.
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(E)
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The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to sign this Agreement, and to be bound by the terms of the Consortium Agreement as a Sponsor and a Party thereto.
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1.
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DEFINED TERMS AND CONSTRUCTION
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1.1
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Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.
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1.2
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This Agreement shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.
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2.
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UNDERTAKINGS
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2.1
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Assumption of obligations
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3.
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REPRESENTATIONS AND WARRANTIES
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3.1
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The New Sponsor represents and warrants to each of the other Parties as follows:
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3.1.1
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Status
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3.1.2
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Due Authorization
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3.1.3
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Legal, Valid and Binding Obligation
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3.1.4
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Reliance
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4.
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NOTICE
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5.
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GOVERNING LAW.
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6.
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DISPUTE RESOLUTION.
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6.1
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Any disputes, actions and proceedings against any Party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.1. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the Tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Rules, such Arbitrator shall be appointed promptly by the HKIAC. The Tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the Parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defences to such enforcement based on lack of personal jurisdiction or inconvenient forum.
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6.2
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Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 6, any Party may, to the extent permitted under the laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 6.2 is only applicable to the seeking of interim injunctions and does not restrict the application of Section 6.1 in any way.
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7.
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SPECIFIC PERFORMANCE.
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CAP IV ENGAGEMENT LIMITED
By: /s/Eric Zhang
Name: Eric Zhang
Position: Managing Director
By: /s/Wayne Bannon
Name: Wayne Bannon
Position: Managing Director
Notice details
Address:
Suite 2801, Two Pacific Place
Hong Kong
Email:
Eric.Zhang@carlyle.com
Tony.Jiang@carlyle.com
Facsimile:
+852 2878 5075 / +86 21 6103 3210
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1.
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Shanda Interactive Entertainment Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands
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2.
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Primavera Capital (Cayman) Fund I L.P., a limited partnership organized under the laws of the Cayman Islands
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