SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934*

(Amendment No. 3)

Giant Interactive Group Inc.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

374511103**

(CUSIP Number)

Mark Beckett

Baring Private Equity Asia V Holding (12) Limited

1 Raffles Place

#29-02 One Raffles Place

Singapore 048616

(65) 6593-3710

with copies to:

Patrick Cordes

Baring Private Equity Asia Limited

3801 Two International Finance Centre

8 Finance Street

Central, Hong Kong

(Facsimile) (852) 2843-9372

Akiko Mikumo

Weil, Gotshal & Manges LLP

29/F, Alexandra House

18 Chater Road, Central

Hong Kong

(852) 3476-9000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 12, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ¨

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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SCHEDULE 13D

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This Amendment No. 3 (this “Amendment”) is filed to amend and supplement the Schedule 13D filed by the Reporting Persons named therein with the Securities and Exchange Commission on December 3, 2013 (the “Original Schedule”), which Original Schedule was subsequently amended (the Original Schedule as amended by Amendments No. 1 and 2, the “Schedule 13D”), with respect to Giant Interactive Group Inc. (the “Issuer”). Except as specifically amended and supplemented by this Amendment, the Schedule 13D remains in full force and effect. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby supplemented by adding the following:

On May 12, 2014, Holdco, CDH Wealth Management, Baring LP, Hony LP and Union Sky entered into an amended and restated equity commitment agreement (the “Amended and Restated Equity Commitment Agreement”) which replaced the Equity Commitment Agreement in its entirety. The Amended and Restated Equity Commitment Agreement did not change the amount of or circumstances under which the CDH Fund will provide equity financing to consummate the Merger. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Equity Commitment Agreement, a copy of which is filed as Exhibit 7.19 and which is incorporated herein by reference in its entirety.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby supplemented by adding the following:

On May 12, 2014, the Issuer, Parent and Merger Sub entered into Amendment No. 1 to the Agreement and Plan of Merger (“Amendment No. 1”), which provides for certain amendments to the Merger Agreement in connection with the CDH Fund joining the Consortium as contemplated by, and subject to the conditions set forth in, the Amended and Restated Equity Commitment Agreement, including the receipt of consent from the banks providing the debt financing for the Merger, which is subject to the receipt by such banks of evidence confirming the financial resources of the CDH Fund. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to Amendment No. 1, a copy of which is filed as Exhibit 7.20 and which is incorporated herein by reference in its entirety.

Item 3 of this Amendment is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented by adding the following:

Items 3, 4 and 7 of this Amendment are incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

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SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: May 13, 2014

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Exhibit 7.19

Execution Version

AMENDED AND RESTATED EQUITY COMMITMENT AGREEMENT

This Amended and Restated Equity Commitment Agreement (this “Agreement”) dated May 12, 2014 is entered into by and among Giant Group Holdings Limited, an exempted company with limited liability incorporated and existing under the Laws of the Cayman Islands (“Holdco”), CDH Wealth Management Company Limited, an exempted company with limited liability incorporated and existing under the Laws of the Cayman Islands (the “New Sponsor”), Baring Asia Private Equity Fund V, L.P., an exempted limited partnership organized and existing under the Laws of the Cayman Islands (“Baring LP”), Hony Capital Fund V, L.P., an exempted limited partnership organized and existing under the Laws of the Cayman Islands (“Hony LP” and, together with Baring LP, the “Other Sponsors”) and Union Sky Holding Group Limited, a business company with limited liability incorporated and existing under the laws of the British Virgin Islands (“Union Sky” and, together with the Other Sponsors, the “Other Investors”).

RECITALS

WHEREAS, Giant Interactive Group Inc. (the “Company”), Giant Investment Limited, a direct wholly-owned Subsidiary of Holdco (“Parent”), and Giant Merger Limited, a direct wholly-owned Subsidiary of Parent (“Merger Sub”) entered into that certain Agreement and Plan of Merger, dated as of March 17, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a direct wholly-owned Subsidiary of Parent.

WHEREAS, each of the Other Sponsors entered into an equity commitment letter with Holdco dated as of March 17, 2014, providing for an equity commitment to Holdco (each an “Other Sponsor Equity Commitment Letter”).

WHEREAS, each of the Other Investors entered into a limited guarantee in favor of the Company dated as of March 17, 2014, providing that such Other Investor shall be responsible for a portion of the obligations described therein (each a “Limited Guarantee”).

WHEREAS, the New Sponsor desires to cause a fund to be managed by the New Sponsor (the “Sponsor Fund”) to make, directly or indirectly, certain equity investments in Holdco in an aggregate amount of US$300,000,000 (the “Sponsor Capacity Commitment”) on the terms and conditions as set forth herein and Holdco intends to accept and the other parties hereto intend to cause Holdco to accept such investment.

WHEREAS, the parties hereto entered into that certain Equity Commitment Agreement dated as of April 25, 2014 (the “Prior Agreement”).

WHEREAS, pursuant to Section 5 of the Prior Agreement, the parties hereto desire to amend and restate the Prior Agreement in its entirety, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenant set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree to amend and restate the Prior Agreement in its entirety as follows:

1. Equity Commitment and Other Covenants.

(a) Subject to the consent (the “Bank Approval”) of the financial institutions providing the Debt Financing (the “Banks”) and the other terms and conditions set forth herein, the New Sponsor shall, at or immediately prior to the Closing, cause the Sponsor Fund to purchase, directly or indirectly, equity interests of Holdco on the same terms and conditions as the Other Investors and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to US$150,000,000 (such amount, the “Equity Commitment”), which will be (i) contributed by Holdco to Parent and (ii) used by Parent solely for the purpose of funding, to the extent necessary to fund, such portion of the Merger Consideration required to be paid by Parent to consummate the Merger pursuant to and in accordance with the Merger Agreement, together with related fees and expenses, and Holdco shall issue (and the Other Investors shall cause Holdco to issue) such equity interests to the Sponsor Fund or its designated subsidiary as would be required to give the Sponsor Fund a percentage interest in Holdco equal to the Sponsor Fund’s pro rata contribution to the capital of Holdco as of immediately after the Closing.

(b) The New Sponsor may effect the funding of the Equity Commitment directly through a wholly-owned subsidiary of the Sponsor Fund.

(c) The New Sponsor shall, as soon as practicable following the date hereof, and in any event by May 10, 2014, deliver to Weil, Gotshal & Manges LLP (“WGM”) and Wilson Sonsini Goodrich & Rosati P.C. (“WSGR”), counsel to the buyer consortium for the Debt Financing, relevant documents providing reasonable evidence of the commitments by the investors in the Sponsor Fund to fund the Equity Commitment (subject to the terms and conditions set forth herein), which documents shall, if necessary, be provided to the Banks in connection with seeking the Bank Approval.

(d) Subject to (i) execution and delivery by the Company, Parent and Merger Sub of an Amendment to the Merger Agreement in the form attached hereto as Exhibit A by May 12, 2014 (the “Merger Agreement Amendment”), and (ii) receipt of the Bank Approval (including in the form of approving a revised form of Facility Agreement (as defined in the Debt Commitment Letter) adding the New Sponsor as an Equity Investor (as such term is defined under the Facility Agreement)) by May 20, 2014, subject only to the condition subsequent that on or prior to May 30, 2014, the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, to WGM and WSGR, copies of bank statements or alternatively, other written evidence, in form and substance reasonably satisfactory to the Other Investors, providing reasonable evidence that the aggregate amount in United States dollars standing to the credit of the Sponsor Fund is not less than US$150,000,000 (the “Written Evidence”), the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, to WGM and WSGR the Written Evidence on or prior to May 30, 2014.

(e) Upon the receipt by the parties hereto of the executed Merger Agreement Amendment and the Bank Approval and the receipt by WGM and WSGR of the Written Evidence, whichever is later:

(i) the New Sponsor shall cause the Sponsor Fund to execute and deliver (A) an equity commitment letter (the “Sponsor Fund Equity Commitment Letter”) in the form attached hereto as Exhibit B, providing for an equity commitment in an amount equal to the Equity Commitment, which shall replace the Equity Commitment in this Agreement, (B) a limited guarantee (the “Sponsor Fund Limited Guarantee”) in the form attached hereto as Exhibit C, providing that the Sponsor Fund will be responsible for a portion of the obligations described therein (pro rata with the Other Investors based on their expected ownership in Holdco as of immediately after the Closing), (C) the Amended and Restated Interim Investors Agreement (as defined below), and (D) an adherence agreement in the form attached hereto as Exhibit D, in order to become a party to that certain Consortium Agreement, dated as of November 25, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Consortium Agreement”), by and among Mr. Yuzhu Shi (“Mr. Shi”), Vogel Holding Group Limited (“Vogel”), Union Sky and Baring SPV, to which Rich Noble Enterprises Limited (“Hony SPV”) joined as a party on January 12, 2014;

(ii) (A) Baring LP shall reduce its funding pursuant to the equity commitment contemplated by its Other Sponsor Equity Commitment Letter by US$100,000,000 (the “Amended Baring Equity Commitment”) and (B) Hony LP shall reduce its funding pursuant to the equity commitment contemplated by its Other Sponsor Equity Commitment Letter by US$50,000,000 (the “Amended Hony Equity Commitment”); and

(iii) (A) Baring LP and Hony LP shall execute and deliver an amended equity commitment letter in the form attached hereto as Exhibit E-1 and Exhibit E-2, respectively, to provide for the Amended Baring Equity Commitment and the Amended Hony Equity Commitment, as applicable, (B) Baring LP, Hony LP and Union Sky shall each execute and deliver an amended limited guarantee in the form attached hereto as Exhibit F-1, Exhibit F-2 and Exhibit F-3, respectively, to reduce its Guaranteed Percentage (as defined in its Limited Guarantee) pro rata with the Other Investors based on their expected ownership in Holdco as of immediately after the Closing, and (C) the parties hereto shall cause that certain Interim Investors Agreement, dated as of March 17, 2014 (the “Original Interim Investors Agreement”), by and among Mr. Shi, Vogel, Union Sky, Baring SPV, and Hony SPV to be amended and restated in the form attached hereto as Exhibit G (the “Amended and Restated Interim Investors Agreement”) to (w) reflect the Equity Commitment, the Amended Baring Equity Commitment and the Amended Hony Equity Commitment, (x) provide that the Sponsor Fund and Other Investors shall share the fees, expenses and disbursements incurred in connection with the Merger in accordance with Section 1.6 of the Original Interim Investors Agreement as if the Investor Equity Commitment (as defined in the Original Interim Investors Agreement) of the Sponsor Fund equals the Equity Commitment, (y) include the reasonable fees, expenses and disbursements up to US$150,000 payable to Kirkland & Ellis by the New Sponsor in the Approved Legal Fees (as defined in the Original Interim Investors Agreement) and (z) provide the Sponsor Fund with substantially similar shareholder, governance and other rights as the Other Sponsors (including the Sponsor Fund’s right to designate one director to the board of directors of Holdco).

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(f) The New Sponsor shall promptly provide, and shall cause the Sponsor Fund to promptly provide, all information reasonably requested by each Bank in connection with such Bank’s client identification and “know your customer” procedures.

(g) The New Sponsor shall ensure the funds at the Sponsor Fund’s disposal are at all times between the date of the Written Evidence and the Closing maintained at a level sufficient for the Sponsor Fund to pay the Equity Commitment under Section 1(a) and the Sponsor Fund Equity Commitment Letter; provided that the Sponsor Fund may invest such amount in short term or other investment products as reasonably determined by the New Sponsor.

(h) Subject to receipt of the Special Committee Consent and Bank Approval, the New Sponsor shall deliver, or cause the Sponsor Fund to deliver, one Business Days prior to the Closing Date, to WGM and WSGR, copies of bank statements or alternatively, other written evidence, in form and substance reasonably satisfactory to the Other Investors, providing reasonable evidence that the aggregate amount in United States dollars standing to the credit of the Sponsor Fund is not less than US$300,000,000 (taking into consideration of the amount of the Equity Commitment previously funded pursuant to Section 1(d)).

(i) The New Sponsor shall comply with Section 2.3 of the Consortium Agreement as if it is a party thereto.

2. Post-Closing Investment

(a) Within one Business Day after the Closing Date, Union Sky shall sell and transfer to the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund, and the New Sponsor shall cause the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund to purchase from Union Sky, 4,166,667 ordinary shares of Holdco at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$50,000,000 (the “Post-Closing Union Sky Transfer”).

(b) Within one Business Day after the Closing Date, Holdco shall issue and allocate 8,333,333 ordinary shares of Holdco to the Sponsor Fund or a wholly owned subsidiary of the Sponsor Fund at a per share price equal to the Per Share Merger Consideration, which represents an aggregate purchase price of US$100,000,000 (the “Post-Closing New Issuance”), provided however that the proceeds from such Post-Closing New Issuance shall be used solely for acquisitions of third party companies, assets or businesses by Holdco or any of its wholly-owned subsidiaries unless all parties hereto agree otherwise. All Other Investors shall cause Holdco to comply with and perform its obligations under the immediately preceding sentence.

(c) The New Sponsor shall cause the Sponsor Fund or a wholly-owned subsidiary of the Sponsor Fund to (i) enter into a customary subscription agreement with Holdco for the Post-Closing New Issuance (the “Post-Closing Subscription Agreement”), and (ii) complete the Post-Closing New Issuance in accordance with the terms thereof.

(d) Holdco and Union Sky shall use their reasonable best efforts to obtain any waiver, consent or approval from any Person required in connection with the sale, transfer or issuance of ordinary shares of Holdco pursuant to Section 2 of this Agreement.

3. Conditions. The Equity Commitment shall be subject to (a) the satisfaction in full (or waiver, if permissible), at or prior to the Closing of each of the conditions set forth in Section 7.01 and Section 7.02 of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing but subject to the prior or substantially concurrent satisfaction of such conditions), (b) the substantially contemporaneous consummation of the Closing, (c) the Debt Financing and/or the Alternative Financing (if applicable) having been funded or will be funded at the Closing in accordance with the terms thereof if the Equity Financing is funded at the Closing and (d) the substantially contemporaneous funding of the Amended Baring Equity Contribution and the Amended Hony Equity Contribution.

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4. Enforceability; Third-Party Beneficiary. This Agreement may only be enforced by (a) Holdco, (b) Union Sky, (c) Baring LP, (d) Hony LP or (e) the New Sponsor. None of Holdco’s, Merger Sub’s, Union Sky’s, Baring LP’s or Hony LP’s creditors shall have the right to enforce this Agreement or to cause Holdco, Merger Sub, Union Sky, Baring LP or Hony LP to enforce this Agreement against the New Sponsor. Nothing in this Agreement, express or implied, is intended to confer upon any person other than Holdco, the New Sponsor, Union Sky, Baring LP, Hony LP and the New Sponsor any rights or remedies under or by reason of this Agreement.

5. No Modification; Entire Agreement. This Agreement may not be amended or otherwise modified without the prior written consent of Holdco, Union Sky, Baring LP, Hony LP and the New Sponsor. This Agreement, together with that certain non-disclosure agreement, dated as of November 27, 2013, between CDH V Management Company Limited and the Company, constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the New Sponsor or any of its Affiliates, on the one hand, and Holdco, Union Sky, Baring LP, Hony LP or any of their respective Affiliates, on the other hand, with respect to the transactions contemplated hereby. Each of the parties acknowledges that each party and its respective counsel have reviewed this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

6. Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflicts of Law principles thereof.

7. Dispute Resolution.

(a) 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 7(a). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration 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 arbitration 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 arbitration 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 defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

(b) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in this Section 7, 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 7(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 7(a) in any way.

8. Counterparts. This Agreement may be executed in any number of counterparts (including by e-mail of PDF or scanned versions or by facsimile), each such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement.

9. Termination.

(a) The Other Sponsors shall have the right to terminate this Agreement if the New Sponsor shall fail to comply with its obligations under Section 1(d) hereof on or prior to June 4, 2014.

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(b) (i) Sections 1(a) through 1(f) and Section 3 hereof will terminate automatically and immediately upon the earliest to occur of (A) the valid termination of the Merger Agreement in accordance with its terms, (B) the Closing, at which time the New Sponsor’s obligation to cause the Sponsor Fund to fund the Equity Commitment will be discharged but subject to the performance of such obligation and (C) the execution of the Sponsor Fund Equity Commitment Letter, the Sponsor Fund Limited Guarantee, and the adherence agreements contemplated by Section 1(e) hereof by the parties thereto, and (ii) this Agreement (other than Sections 1(a) through 1(f) and Section 3 hereof) will terminate automatically and immediately upon the valid termination of the Merger Agreement in accordance with its terms or, if the Merger is consummated, upon the last to occur of (A) the execution of Post-Closing Subscription Agreement by the parties thereto, and (B) the completion of the Post-Closing Union Sky Transfer.

10. Representations and Warranties. Each party hereto (a “Warrantor”) hereby represents and warrants to the other parties hereto that (a) such Warrantor has all limited partnership or corporate, as applicable, power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement by such Warrantor has been duly and validly authorized and approved by all necessary limited partnership or corporate action by it, as applicable, (c) this Agreement has been duly and validly executed and delivered by such Warrantor and (assuming due execution and delivery of this Agreement by all parties hereto and thereto, as applicable) constitutes a valid and legally binding obligation of such Warrantor, enforceable against it in accordance with the terms of this Agreement (subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law)), (d) no action, consent, permit, authorization by, and no notice to or filing with, any governmental entity is required in connection with the execution, delivery or performance of this Agreement by such Warrantor other than the Bank Approval and the Special Committee Consent and (e) the execution, delivery and performance of this Agreement by such Warrantor do not (x) violate the organizational documents of such Warrantor, (y) violate any applicable Law binding on such Warrantor or the assets of such Warrantor or (z) assuming the receipt of the Bank Approval and Special Committee Consent, conflict with any material agreement binding on such Warrantor. The New Sponsor hereby represents and warrants to the other parties hereto that the Sponsor Fund will be managed and controlled by the New Sponsor.

11. No Assignment. The New Sponsor’s obligations under this Agreement may not be assigned or delegated without the prior written consent of the Other Investors. Holdco, Union Sky, Baring LP and Hony LP may not assign their rights without the prior written consent of the New Sponsor (which shall be given or withheld solely in the discretion of the New Sponsor). Any transfer or assignment in violation of this Section 11 shall be null and void and of no force and effect.

12. Prior Agreement. Each of the parties hereto agrees and confirms that the Prior Agreement is hereby unconditionally and irrevocably terminated and is of no further force or effect.

13. Definitions and Interpretation.

(a) Capitalized terms used in this Agreement and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

(b) Headings are used for reference purposes only and do not affect the meaning or interpretation of this Agreement. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified.

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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement as of the date first written above.

[SIGNATURE PAGE TO AMENDED AND RESTATED EQUITY COMMITMENT AGREEMENT]

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Exhibit 7.20

Execution Version

AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGER

AMENDMENT NO.1 TO THE AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2014 (this “Amendment”), among Giant Investment Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), Giant Merger Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”). Each of Parent, Merger Sub and the Company is hereinafter referred to as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties entered into that certain Agreement and Plan of Merger, dated as of March 17, 2014 (the “Original Agreement”);

WHEREAS, Holdco, Union Sky, CDH Wealth Management Company Limited, Baring LP and Hony LP entered into that certain Amended and Restated Equity Commitment Agreement, dated as of May 12, 2014 (the “CDH Equity Commitment Agreement”);

WHEREAS, the Parties desire to amend the Original Agreement so as to, among other things, add CDH WM Giant Fund, L.P. as a Sponsor and amend certain Parent Group Contracts as contemplated hereby, subject to the other amendments to the Original Agreement set forth in this Amendment;

WHEREAS, Section 9.10 of the Original Agreement provides that the Original Agreement may be amended by the Parties by action taken by or on behalf of their respective boards of directors (or in the case of the Company, by action taken by or on behalf of the Special Committee) at any time prior to the Effective Time;

WHEREAS, the Special Committee has authorized and approved the execution and delivery of this Amendment by the Company; and

WHEREAS, the board of directors of each of Parent and Merger Sub has (i) approved the execution, delivery and performance by Parent and Merger Sub, respectively, of this Amendment and (ii) declared it advisable for Parent and Merger Sub, respectively to enter into this Amendment, and Parent, as the sole shareholder of Merger Sub, has approved this Amendment in each case upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, the Parties agree to amend the Original Agreement as follows:

1. Definitions; References

Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Original Agreement. Each reference to “hereof,” “hereunder,” “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Original Agreement shall, from and after this Amendment comes into effect in accordance with the terms hereof, refer to the Original Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Original Agreement, as amended by this Amendment, shall in all instances continue to refer to March 17, 2014, and references to “the date hereof” and “the date of this Agreement” shall continue to refer to March 17, 2014. The Original Agreement and, as the context requires, the Original Agreement as amended by this Amendment and as may be further amended from time to time, are referred to herein as the “Merger Agreement.”

2. Amendments to the Original Agreement

2.1 The fifth recital of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

WHEREAS, as a condition and inducement to the Company’s willingness to enter into this Agreement, on the date hereof, each of Union Sky, Baring LP and Hony LP has executed and delivered a limited guarantee in favor of the Company with respect to certain obligations of Parent under this Agreement.

2.2 Section 4.05(a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

Parent has delivered to the Company true and complete copies of (i) the executed Debt Commitment Letter and (ii) an executed Equity Commitment Letter from each Sponsor pursuant to which each Sponsor has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, equity securities of Holdco, up to the aggregate amount set forth therein. The proceeds of the Financing shall be used to finance the consummation of the Transactions.

2.3 Section 4.11 of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

Parent has delivered to the Company and the Special Committee a true and complete copy of each of the executed Parent Group Contracts, including all amendments thereto or modifications thereof. Immediately after this Agreement becomes effective in accordance with the terms hereof, other than the Parent Group Contracts, there will be no side letters or other oral or written Contracts, agreements, arrangements or understandings (whether or not legally enforceable) (i) relating to the Transactions between or among Parent, Merger Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates (excluding any agreements among any one or more of the foregoing solely relating to the Surviving Corporation following the Effective Time), (ii) relating to the Transactions between or among Parent, Merger Sub, any Rollover Shareholder, any Sponsor or any of their respective Affiliates, on the one hand, and any member of the Company’s management, any members of the Company Board or any of the Company’s shareholders in their capacities as such, on the other hand or (iii) pursuant to which any shareholder of the Company would be entitled to receive consideration of a different amount or nature than the Per Share Merger Consideration or the Per ADS Merger Consideration or pursuant to which any shareholder of the Company has agreed to vote to approve this Agreement or the Merger or has agreed to vote against any Superior Proposal.

2.4 The definition of “Consortium Agreement” in Section 9.03(a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

“Consortium Agreement” means the Consortium Agreement, dated as of November 25, 2013, by and among the Founder Parties and Baring SPV, to which HONY SPV joined as a party on January 12, 2014 and to which CDH SPV shall join as a party pursuant to the CDH Equity Commitment Agreement.

2.5 The definition of “Interim Investors Agreement” in Section 9.03(a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

“Interim Investors Agreement” means the Interim Investors Agreement, dated as of March 17, 2014, by and among Founder, Union Sky, Vogel, Baring SPV, HONY SPV, Holdco, Parent and Merger Sub, as it may be amended and restated pursuant to the CDH Equity Commitment Agreement.

2.6 The definition of “Sponsors” in Section 9.03(a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:

“Sponsors” means Baring LP, HONY LP and, upon the execution and delivery of the New Sponsor Documents by the parties thereto, CDH Fund.

2.7 The following definitions are hereby inserted in Section 9.03(a) of the Original Agreement in the correct alphabetical order:

“CDH Equity Commitment Agreement” means the Amended and Restated Equity Commitment Agreement, dated as of May 12, 2014, by and among Holdco, Union Sky, CDH Wealth Management Company Limited, Baring LP and Hony LP.

“CDH SPV” means CDH Journey Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands that is 100% owned and controlled by CDH Fund.

“CDH Fund” means CDH WM Giant Fund, L.P., an exempted limited partnership organized under the Laws of the Cayman Islands.

“Debt Commitment Letter” means the commitment letter from the financial institutions named therein (as the same may be amended or modified pursuant to Section 6.07), confirming such financial institutions’ respective commitments, subject to the terms and conditions thereof, to provide or cause to be provided the respective debt amounts set forth therein in connection with the Transactions.

“Debt Financing” means the financing contemplated by the Debt Commitment Letter.

“Equity Commitment Letter” means each of the equity commitment letters executed by the Sponsors prior to the date of this Agreement; provided that, upon execution thereof, “Equity Commitment Letter” shall instead mean each equity commitment letter to be executed by each of the Sponsors pursuant to the CDH Equity Commitment Agreement, pursuant to which each of the Sponsors has committed to purchase, or cause the purchase of, for cash, subject to the terms and conditions thereof, equity securities of Holdco, up to the aggregate amount set forth therein.

“Equity Financing” means the financing contemplated by the Equity Commitment Letters. “Financing” means, collectively, the Equity Financing, the Debt Financing and/or, if applicable, the Alternative Financing.

“Financing Documents” means the Equity Commitment Letters, the Debt Commitment Letter and/or, if applicable, the Alternative Financing Documents. “Guarantors” means Union Sky, Baring LP, Hony LP and, upon the execution and delivery of the New Sponsor Documents by the parties thereto, CDH Fund, and a “Guarantor” means any of them.

“Limited Guarantee” means each of the limited guarantees executed by the Guarantors in favor of the Company prior to the date of this Agreement; provided that, upon execution thereof, “Limited Guarantee” shall instead mean each limited guarantee to be executed by each of the Guarantors in favor of the Company pursuant to the CDH Equity Commitment Agreement.

“New Sponsor Documents” means the documents to be executed and delivered pursuant to Section 1(e) of the CDH Equity Commitment Agreement.

“Parent Group Contracts” means (i) the Consortium Agreement, (ii) the Consortium SPA, (iii) the Equity Commitment Letters, (iv) the Support Agreement, (v) the Interim Investors Agreement, (vi) the Baring Guarantees, (vii) the HONY Guarantee and (viii) upon execution thereof, the CDH Equity Commitment Agreement.

2.8 The references to “Debt Commitment Letter,” “Debt Financing,” “Equity Commitment Letter,” “Equity Financing,” “Financing,” “Financing Documents,” “Guarantor or Guarantors,” “Limited Guarantee or Limited Guarantees” and “Parent Group Contracts” are hereby deleted from the table in Section 9.03(b) of the Original Agreement.

2.9 Schedule A of the Original Agreement is hereby deleted in its entirety.

3. Miscellaneous

3.1 No Further Amendment

The Parties agree that all other provisions of the Original Agreement shall, subject to Section 2, continue unamended, in full force and effect and constitute legal and binding obligations of the Parties. This Amendment forms an integral and inseparable part of the Original Agreement.

3.2 Representations and Warranties of the Company. The Company represents and warrants to Parent and Merger Sub as of the date hereof that:

(a) The Company is an exempted company duly organized, validly existing and in good standing under the Laws of the Cayman Islands.

(b) The Company has the requisite corporate power and authority to execute and deliver this Amendment. The execution and delivery by the Company of this Amendment have been duly authorized by the Company Board and the Special Committee and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Amendment. This Amendment has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(c) The execution and delivery of this Amendment by the Company do not (i) assuming that the Requisite Company Vote is obtained, conflict with or violate the memorandum and articles of association of the Company or any equivalent organizational documents of any other Group Company, (ii) conflict with or violate any Law applicable to any Group Company or by which any property or asset of any Group Company is bound or affected or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of any Group Company pursuant to, any Contract to which any Group Company is a party or by which any of their respective properties or assets are bound, except, with respect to clauses (ii) and (iii), for any such conflict, violation, breach, default, right or other occurrence that would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably be expected to prevent or materially impair or delay, the consummation of the Merger or other Transactions.

(d) The execution and delivery of this Amendment by the Company do not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for (i) compliance with the applicable requirements of the Exchange Act, and the rules and regulations promulgated thereunder, and (ii) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, have a Company Material Adverse Effect or prevent or materially impair or delay, or be reasonably be expected to prevent or materially impair or delay, the consummation of the Merger or other Transactions.

3.3 Representations and Warranties of Parent and Merger Sub. Parent and Merger Sub represent and warrant to the Company as of the date hereof that:

(a) Each of Parent and Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands.

(b) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment by Parent and Merger Sub have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Amendment (other than the filings, notifications and other obligations and actions described in Section 3.3(d)). This Amendment has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(c) The execution and delivery of this Amendment and the performance of this Amendment by Parent and Merger Sub will not, (i) conflict with or violate the memorandum and articles of association of either Parent or Merger Sub, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 3.3(d) have been obtained and all filings and obligations described in Section 3.3(d) have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any property or asset of either of them is bound or affected or (iii) result in any breach of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of Parent or Merger Sub pursuant to, any Contract or obligation to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any property or asset of either of them is bound or affected, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences that would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions by Parent or Merger Sub or otherwise be materially adverse to the ability of Parent and Merger Sub to perform their material obligations under the Merger Agreement.

(d) The execution and delivery of this Amendment by Parent and Merger Sub do not, and the performance of this Amendment by Parent and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except for the filings and/or notices pursuant to Section 13 of the Exchange Act and the rules and regulations thereunder.

3.4 Delivery of New Sponsor Documents

Parent shall deliver to the Company and the Special Committee, concurrently with the execution thereof, each New Sponsor Document.

3.5 Other Miscellaneous Terms

The provisions of Article IX (General Provisions) of the Original Agreement shall apply mutatis mutandis to this Amendment, and to the Original Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above by their respective officers or directors thereunto duly authorized.

[Signature Page of Amendment No.1 to Agreement and Plan of Merger]

IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above by their respective officers or directors thereunto duly authorized.

[Signature Page of Amendment No.1 to Agreement and Plan of Merger]

IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Amendment to be executed as of the date first written above by their respective officers or directors thereunto duly authorized.

[Signature Page of Amendment No.1 to Agreement and Plan of Merger]