SCHEDULE 13D AMENDMENT NO. 4

0001193125-14-230550.txt : 20140624 0001193125-14-230550.hdr.sgml : 20140624 20140609171119 ACCESSION NUMBER: 0001193125-14-230550 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20140609 DATE AS OF CHANGE: 20140609 GROUP MEMBERS: BARING ASIA PRIVATE EQUITY FUND V, L.P. GROUP MEMBERS: BARING PRIVATE EQUITY ASIA GP V LTD GROUP MEMBERS: BARING PRIVATE EQUITY ASIA GP V, L.P. GROUP MEMBERS: BARING PRIVATE EQUITY ASIA V HOLDING (12) LTD GROUP MEMBERS: JEAN ERIC SALATA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Giant Interactive Group Inc. CENTRAL INDEX KEY: 0001415016 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83570 FILM NUMBER: 14899822 BUSINESS ADDRESS: STREET 1: 2/F NO. 29 BUILDING, 396 GUILIN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200233 BUSINESS PHONE: 8621 6451-5001 MAIL ADDRESS: STREET 1: 2/F NO. 29 BUILDING, 396 GUILIN ROAD CITY: SHANGHAI STATE: F4 ZIP: 200233 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Baring Asia Private Equity Fund V Co-Investment L.P. CENTRAL INDEX KEY: 0001511281 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 852-2843-9318 MAIL ADDRESS: STREET 1: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 SC 13D/A 1 d740681dsc13da.htm SCHEDULE 13D AMENDMENT NO. 4 SCHEDULE 13D AMENDMENT NO. 4

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 4)

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)

June 6, 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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

**	CUSIP number of the American Depositary Shares, each representing one Ordinary Share.

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


CUSIP No. 374511103


1	Name of reporting person Baring Private Equity Asia V Holding (12) Limited
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds WC
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization British Virgin Islands
Number of shares beneficially owned by each reporting person with		7	Sole voting power 11,800,000¹
		8	Shared voting power 0
		9	Sole dispositive power 11,800,000¹
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%²
14	Type of reporting person (see instructions) CO

¹	All such shares are directly owned by Baring Private Equity Asia V Holding (12) Limited.

²	Based on 240,638,522 Ordinary Shares (as defined in Item 1) outstanding as of April 10, 2014.

SCHEDULE 13D


CUSIP No. 374511103


1	Name of reporting person The Baring Asia Private Equity Fund V, L.P.
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 11,800,000
		9	Sole dispositive power 0
		10	Shared dispositive power 11,800,000
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%¹
14	Type of reporting person (see instructions) PN

¹	Based on 240,638,522 Ordinary Shares (as defined in Item 1) outstanding as of April 10, 2014.

SCHEDULE 13D


CUSIP No. 374511103


1	Name of reporting person The Baring Asia Private Equity Fund V Co-Investment L.P.
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 11,800,000
		9	Sole dispositive power 0
		10	Shared dispositive power 11,800,000
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%¹
14	Type of reporting person (see instructions) PN

¹	Based on 240,638,522 Ordinary Shares (as defined in Item 1) outstanding as of April 10, 2014.

SCHEDULE 13D


CUSIP No. 374511103


1	Name of reporting person Baring Private Equity Asia GP V, L.P.
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 11,800,000
		9	Sole dispositive power 0
		10	Shared dispositive power 11,800,000
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%¹
14	Type of reporting person (see instructions) PN

¹	Based on 240,638,522 Ordinary Shares (as defined in Item 1) outstanding as of April 10, 2014.

SCHEDULE 13D


CUSIP No. 374511103


1	Name of reporting person Baring Private Equity Asia GP V Limited
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 11,800,000
		9	Sole dispositive power 0
		10	Shared dispositive power 11,800,000
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%¹
14	Type of reporting person (see instructions) CO

¹	Based on 240,638,522 Ordinary Shares (as defined in Item 1) outstanding as of April 10, 2014.

SCHEDULE 13D


CUSIP No. 374511103


1	Name of reporting person Jean Eric Salata
2	Check the appropriate box if a member of a group (a) x (b) ¨
3	SEC use only
4	Source of funds OO
5	Check box if disclosure of legal proceeding is required pursuant to Items 2(d) or 2(e) ¨
6	Citizenship or place of organization Chile
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 11,800,000
		9	Sole dispositive power 0
		10	Shared dispositive power 11,800,000
11	Aggregate amount beneficially owned by each reporting person 11,800,000 (see Item 5)
12	Check box if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.9%¹
14	Type of reporting person (see instructions) IN

¹	Based on 240,638,522 Ordinary Shares (as defined in Item 1) outstanding as of April 10, 2014.

This Amendment No. 4 (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 through 3, 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 June 6, 2014, concurrently with CDH SPV (as defined below) joining the Consortium as described in Item 4 below, CDH WM Giant Fund, L.P., a limited partnership organized and existing under the laws of the Cayman Islands and the 100% shareholder of CDH SPV (“CDH LP”), entered into an equity commitment letter (the “CDH Equity Commitment Letter”) with Holdco. Concurrently with the execution of the CDH Equity Commitment Letter, Baring LP and Hony LP each entered into an equity commitment letter with Holdco (the “Amended Equity Commitment Letters”) which replaced the Equity Commitment Letters previously provided by them in their entirety. Under the terms and subject to the conditions of the Amended Equity Commitment Letters and the CDH Equity Commitment Letter, Baring LP, Hony LP and CDH LP will provide equity financing in an aggregate amount of US$808.4 million to Holdco to consummate the Merger (the same aggregate amount of equity financing originally contemplated by the Equity Commitment Letters). The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Amended Equity Commitment Letters and the CDH Equity Commitment Letter, copies of which are filed as Exhibit 7.21 through Exhibit 7.23, respectively, and which are incorporated herein by reference in their entirety.

Item 4. Purpose of Transaction

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

As contemplated by the Amended and Restated Equity Commitment Agreement, following the receipt of consents from the Issuer and the banks providing the debt financing for the Merger, CDH Journey Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“CDH SPV”), executed an adherence agreement to the Consortium Agreement and joined the Consortium on June 6, 2014. References in the Schedule 13D to the “Consortium” from and after June 6, 2014 shall include CDH SPV.

Concurrently with CDH SPV joining the Consortium, (i) Mr. Shi, Vogel, Union Sky, Baring (12), Hony SPV, CDH SPV, Holdco, Parent and Merger Sub entered into an amended and restated interim investors agreement (the “Amended and Restated Interim Investors Agreement”) which amended and restated the Interim Investors Agreement in its entirety, (ii) CDH LP executed and delivered a limited guarantee (the “CDH Limited Guarantee”) in favor of the Issuer in substantially the same form as the Limited Guarantees, and (iii) Union Sky, Baring LP and Hony LP each executed and delivered a limited guarantee (the “Amended Limited Guarantees”) in favor of the Issuer which replaced the Limited Guarantees previously provided by them in their entirety.

The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Interim Investors Agreement, the Amended Limited Guarantees and the CDH Limited Guarantee, copies of which are filed as Exhibit 7.24 through Exhibit 7.28, respectively, and which are incorporated herein by reference in their 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


Exhibit 7.21		Equity Commitment Letter by and between Baring LP and Holdco, dated June 6, 2014.

Exhibit 7.22		Equity Commitment Letter by and between Hony LP and Holdco, dated June 6, 2014.

Exhibit 7.23		Equity Commitment Letter by and between CDH LP and Holdco, dated June 6, 2014.

Exhibit 7.24		Amended and Restated Interim Investors Agreement by and among Mr. Shi, Vogel, Union Sky, Baring (12), Hony SPV, CDH SPV, Holdco, Parent and Merger Sub, dated June 6, 2014.

Exhibit 7.25		Limited Guarantee by Union Sky in favor of the Issuer, dated June 6, 2014.

Exhibit 7.26		Limited Guarantee by Baring LP in favor of the Issuer, dated June 6, 2014.

Exhibit 7.27		Limited Guarantee by Hony LP in favor of the Issuer, dated June 6, 2014.

Exhibit 7.28		Limited Guarantee by CDH LP in favor of the Issuer, dated June 6, 2014.

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: June 9, 2014


Baring Private Equity Asia V Holding (12) Limited

By:		/s/ Mark Beckett
Name:		Mark Beckett
Title:		Director

The Baring Asia Private Equity Fund V, L.P.

By:		Baring Private Equity Asia GP V, L.P.
		acting as its general partner

By:		Baring Private Equity Asia GP V Limited
		acting as its general partner

By:		/s/ Christian Wang Yuen
Name:		Christian Wang Yuen
Title:		Director

By:		/s/ Ramesh Awatarsing
Name:		Ramesh Awatarsing
Title:		Director

The Baring Asia Private Equity Fund V Co-Investment L.P.

By:		Baring Private Equity Asia GP V, L.P.
		acting as its general partner

By:		Baring Private Equity Asia GP V Limited
		acting as its general partner

By:		/s/ Christian Wang Yuen
Name:		Christian Wang Yuen
Title:		Director

By:		/s/ Ramesh Awatarsing
Name:		Ramesh Awatarsing
Title:		Director

Baring Private Equity Asia GP V, L.P.

By:		Baring Private Equity Asia GP V Limited
		acting as its general partner

By:		/s/ Christian Wang Yuen
Name:		Christian Wang Yuen
Title:		Director

By:		/s/ Ramesh Awatarsing
Name:		Ramesh Awatarsing
Title:		Director


Baring Private Equity Asia GP V Limited

By:		/s/ Christian Wang Yuen
Name:		Christian Wang Yuen
Title:		Director

By:		/s/ Ramesh Awatarsing
Name:		Ramesh Awatarsing
Title:		Director

/s/ Jean Eric Salata
Jean Eric Salata

EX-7.21 2 d740681dex721.htm EX-7.21 EX-7.21

Exhibit 7.21

EXECUTION VERSION

EQUITY COMMITMENT LETTER

June 6, 2014

Giant Group Holdings Limited

12/F, No. 3 Building, 700 Yishan Road

Shanghai, 200233

People’s Republic of China

Ladies and Gentlemen:

This letter agreement sets forth the commitment of The Baring Asia Private Equity Fund V, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Giant Group Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of March 17, 2014, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger dated as of May 12, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among 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”), 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. Concurrently with the delivery of this letter agreement, each of Hony Capital Fund V, L.P. and CDH WM Giant Fund, L.P. (each, an “Other Sponsor”) is entering into a letter agreement substantially identical to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1. Equity Commitment.

(a) The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $233,400,000 (such amount, subject to adjustment pursuant to Section 1(b), 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; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.

(b) The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more direct or indirect Subsidiaries of the Sponsor or any other investment fund advised or managed by an Affiliate of the Sponsor or any other investment fund that is a limited partner of the Sponsor or of an Affiliate of the Sponsor. The Sponsor will not be under any obligation under any circumstances to contribute more than the amount of the Equity Commitment to Holdco, Parent, Merger Sub or any other person pursuant to the terms of this letter agreement. In the event Holdco and/or Parent does not require an amount equal to the sum of the Equity Commitment plus the amount of the equity commitments of the Other Sponsors under the Other Sponsor Equity Commitment Letters in order to consummate the Merger, the amount of the Equity Commitment to be funded under this letter agreement and the amount of the equity commitment of each Other Sponsor to be funded under its Other Sponsor Equity Commitment Letter shall be reduced by Holdco on a pro rata basis, to the level sufficient, in combination with the other financing arrangements contemplated by the Merger Agreement, for Parent and Merger Sub to consummate the Transactions.

2. 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 closing of the contributions contemplated by the Other Sponsor Equity Commitment Letters, which shall not be modified, amended or altered in any manner adverse to the Sponsor without the Sponsor’s prior written consent; provided that the satisfaction or failure of the condition set forth in clause (d) shall not limit or impair the ability of Holdco or the Company to seek enforcement of the obligations of the Sponsor under and in accordance with this letter agreement if (i) Holdco or the Company, as applicable, is also seeking enforcement of the Other Sponsor Equity Commitment Letters or (ii) each Other Sponsor has satisfied or is prepared to satisfy its obligations under its Other Sponsor Equity Commitment Letter.

3. Limited Guarantee. Concurrently with the execution and delivery of this letter agreement, the Sponsor is executing and delivering to the Company a limited guarantee (the “Limited Guarantee”) guaranteeing the Obligations (as defined in the Limited Guarantee). Other than with respect to the Retained Claims (as such term is defined under the Limited Guarantee) and subject to Section 4, the Company’s remedies against the Sponsor under the Limited Guarantee (as set forth in and in accordance with the terms of the Limited Guarantee) shall be, and are intended to be, the sole and exclusive direct or indirect remedies (whether at law or in equity, whether sounding in contract, tort, statute or otherwise) available to the Company and its affiliates against the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee) in respect of any claims, liabilities or obligations arising out of or relating to this letter agreement, the Merger Agreement and the Transactions, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not Parent’s or Merger Sub’s breach is caused by the Sponsor’s breach of its obligations under this letter agreement.

4. Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or (b) by the Company to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, and subject further to Section 7 and Section 8, as though the Company were a party hereto. None of Holdco’s, Parent’s, Merger Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. The Company is a third-party beneficiary of this letter agreement to the extent and only to the extent that it seeks specific performance to cause Parent and/or Merger Sub to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment in accordance with, and subject to the limitations contained in, Section 9.08 of the Merger Agreement. Parent is a third-party beneficiary of the first sentence of Section 6. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and Parent, any rights or remedies under or by reason of this letter agreement.

5. Prior Agreement. Each of the Sponsor and Holdco agrees and confirms that the equity commitment letter by and between the Sponsor and Holdco dated March 17, 2014 is hereby unconditionally and irrevocably terminated and is of no further force or effect.

6. No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco, Parent and the Sponsor. Together with the Merger Agreement, each Other Sponsor Equity Commitment Letter, the Limited Guarantee, each Other Guarantee (as defined in the Limited Guarantee), that certain Mutual Confidential Information Non-Disclosure Agreement, dated as of October 19, 2013, between Baring Private Equity Asia Limited and the Company, the Consortium Agreement, and the Interim Investors Agreement, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Holdco or any of its 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 letter 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 letter agreement.

7. Governing Law. This letter agreement and all disputes or controversies arising out of or relating to this letter 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.

8. Dispute Resolution.

(a) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this letter 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 8(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 8, 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 letter 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 8(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 8(a) in any way.

9. Counterparts. This letter 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.

10. Termination. This letter agreement and the obligation of the Sponsor to fund the Equity Commitment 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 such obligation will be discharged but subject to the performance of such obligation and (c) the Company or any of its Affiliates asserting a claim that would make the Limited Guarantee become terminable in accordance with the terms thereof.

11. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that the Sponsor may be a partnership or limited liability company, by its acceptance of the benefits of this letter agreement, Holdco covenants, acknowledges and agrees that no person other than the Sponsor (and its permitted successors and assigns under this letter agreement pursuant to the terms hereof) has any obligations hereunder and that no recourse shall be had hereunder, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, through Holdco, Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holdco against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise.

12. Representations and Warranties. The Sponsor hereby represents and warrants to Holdco that (a) the Sponsor has all limited partnership power and authority to execute, deliver and perform this letter agreement, (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary limited partnership action by it, (c) this letter agreement has been duly and validly executed and delivered by the Sponsor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable) constitutes a valid and legally binding obligation of the Sponsor, enforceable against it in accordance with the terms of this letter 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) the Equity Commitment is less than the maximum amount that the Sponsor is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise, (e) the Sponsor has uncalled capital commitments or otherwise has available funds in excess of the sum of the Equity Commitment and all of its other unfunded contractually binding equity commitments that are currently outstanding, (f) 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 letter agreement by the Sponsor and (g) the execution, delivery and performance of this letter agreement by the Sponsor do not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor or (z) conflict with any material agreement binding on the Sponsor.

13. No Assignment. The Sponsor’s obligation to fund the Equity Commitment may not be assigned or delegated (whether by operation of Law, merger, consolidation or otherwise), except that the Sponsor may assign or delegate all or a portion of its obligations to fund the Equity Commitment to any of the Sponsor’s Affiliates or any other investment fund advised or managed by such Affiliate; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate or fund. Holdco may not assign its rights to any of its Affiliates or other entity owned directly or indirectly by the beneficial owners of Holdco, without the prior written consent of the Sponsor and the Company (which shall be given or withheld solely in the discretion of the Sponsor and the Company). Any transfer or assignment in violation of this Section 13 shall be null and void and of no force and effect.

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

[Remainder of page intentionally left blank]


Sincerely,

The Baring Asia Private Equity Fund V, L.P.

By:		Baring Private Equity Asia GP V, L.P.
		acting as its general partner

By:		Baring Private Equity Asia GP V Limited
		acting as its general partner

By:		/s/ Christian Wang Yuen
Name:		Christian Wang Yuen
Title:		Director

By:		/s/ Ramesh Awatarsing
Name:		Ramesh Awatarsing
Title:		Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]


Agreed to and accepted:

Giant Group Holdings Limited

By:		/s/ Yuzhu Shi
Name:		Yuzhu Shi
Title:		Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-7.22 3 d740681dex722.htm EX-7.22 EX-7.22

Exhibit 7.22

EXECUTION VERSION

EQUITY COMMITMENT LETTER

June 6, 2014

Giant Group Holdings Limited

12/F, No. 3 Building, 700 Yishan Road

Shanghai, 200233

People’s Republic of China

Ladies and Gentlemen:

This letter agreement sets forth the commitment of Hony Capital Fund V, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Giant Group Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of March 17, 2014, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger dated as of May 12, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among 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”), 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. Concurrently with the delivery of this letter agreement, each of The Baring Asia Private Equity Fund V, L.P. and CDH WM Giant Fund, L.P. (each, an “Other Sponsor”) is entering into a letter agreement substantially identical to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1. Equity Commitment.

(a) The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $425,000,000 (such amount, subject to adjustment pursuant to Section 1(b), 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; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.

6. No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco, Parent and the Sponsor. Together with the Merger Agreement, each Other Sponsor Equity Commitment Letter, the Limited Guarantee, each Other Guarantee (as defined in the Limited Guarantee), a non-disclosure agreement dated as of December 6, 2013, the Consortium Agreement, and the Interim Investors Agreement, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Holdco or any of its 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 letter 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 letter agreement.

8. Dispute Resolution.

[Remainder of page intentionally left blank]


Sincerely,

Hony Capital Fund V, L.P.

Acting by its sole general partner
Hony Capital Fund V GP, L.P.

Acting by its sole general partner
Hony Capital Fund V GP Limited

By:		/s/ Zhao John Huan
Name:		Zhao John Huan
Title:		Authorized Signatory

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]


Agreed to and accepted:

Giant Group Holdings Limited

By:		/s/ Yuzhu Shi
Name:		Yuzhu Shi
Title:		Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-7.23 4 d740681dex723.htm EX-7.23 EX-7.23

Exhibit 7.23

EXECUTION VERSION

EQUITY COMMITMENT LETTER

June 6, 2014

Giant Group Holdings Limited

12/F, No. 3 Building, 700 Yishan Road

Shanghai, 200233

People’s Republic of China

Ladies and Gentlemen:

This letter agreement sets forth the commitment of CDH WM Giant Fund, L.P., a limited partnership organized and existing under the Laws of the Cayman Islands (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, directly or indirectly, certain equity interests of Giant Group Holdings Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Holdco”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of March 17, 2014, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger dated as of May 12, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among 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”), 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. Concurrently with the delivery of this letter agreement, each of The Baring Asia Private Equity Fund V, L.P. and Hony Capital Fund V, L.P. (each, an “Other Sponsor”) is entering into a letter agreement substantially identical to this letter agreement (each, an “Other Sponsor Equity Commitment Letter”) committing to invest in Holdco. Capitalized terms used in this letter and not otherwise defined herein have the meanings ascribed to such terms in the Merger Agreement.

1. Equity Commitment.

(a) The Sponsor shall, at or immediately prior to the Effective Time, subject to the terms and conditions set forth herein, purchase, or cause the purchase of, equity interests of Holdco and pay, or cause to be paid, to Holdco in immediately available funds an aggregate cash purchase price equal to $150,000,000 (such amount, subject to adjustment pursuant to Section 1(b), 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; provided that the Sponsor shall not, under any circumstances, be obligated to contribute more than the Equity Commitment to Holdco and the liability of the Sponsor hereunder shall not exceed the amount of the Equity Commitment.

4. Enforceability; Third-Party Beneficiary. This letter agreement may only be enforced (a) by Holdco or (b) by the Company to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment solely in accordance with, and to the extent expressly permitted by, Section 9.08 of the Merger Agreement, and subject further to Section 6 and Section 7, as though the Company were a party hereto. None of Holdco’s, Parent’s, Merger Sub’s or the Company’s creditors shall have the right to enforce this letter agreement or to cause Holdco, Parent, Merger Sub or the Company to enforce this letter agreement against the Sponsor. The Company is a third-party beneficiary of this letter agreement to the extent and only to the extent that it seeks specific performance to cause Parent and/or Merger Sub to seek specific performance of the Sponsor’s obligations to fund the Equity Commitment in accordance with, and subject to the limitations contained in, Section 9.08 of the Merger Agreement. Parent is a third-party beneficiary of the first sentence of Section 5. Nothing in this letter agreement, express or implied, is intended to confer upon any person other than Holdco, the Sponsor and, to the extent provided in this Section 4, the Company and Parent, any rights or remedies under or by reason of this letter agreement.

5. No Modification; Entire Agreement. This letter agreement may not be amended or otherwise modified without the prior written consent of Holdco, Parent and the Sponsor. Together with the Merger Agreement, each Other Sponsor Equity Commitment Letter, the Limited Guarantee, each Other Guarantee (as defined in the Limited Guarantee), the Consortium Agreement, that certain non-disclosure agreement, dated as of November 27, 2013, between CDH V Management Company Limited and the Company and the Interim Investors Agreement, this letter agreement constitutes the sole agreement, and supersedes all prior agreements, understandings and statements, written or oral, between, the Sponsor or any of its Affiliates, on the one hand, and Holdco or any of its 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 letter 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 letter agreement.

6. Governing Law. This letter agreement and all disputes or controversies arising out of or relating to this letter 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 letter 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 letter 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 letter 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. This letter agreement and the obligation of the Sponsor to fund the Equity Commitment 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 such obligation will be discharged but subject to the performance of such obligation and (c) the Company or any of its Affiliates asserting a claim that would make the Limited Guarantee become terminable in accordance with the terms thereof.

10. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith, and notwithstanding the fact that the Sponsor may be a partnership or limited liability company, by its acceptance of the benefits of this letter agreement, Holdco covenants, acknowledges and agrees that no person other than the Sponsor (and its permitted successors and assigns under this letter agreement pursuant to the terms hereof) has any obligations hereunder and that no recourse shall be had hereunder, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, through Holdco, Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Holdco against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise.

11. Representations and Warranties. The Sponsor hereby represents and warrants to Holdco that (a) the Sponsor has all limited partnership power and authority to execute, deliver and perform this letter agreement, (b) the execution, delivery and performance of this letter agreement by the Sponsor has been duly and validly authorized and approved by all necessary limited partnership action by it, (c) this letter agreement has been duly and validly executed and delivered by the Sponsor and (assuming due execution and delivery of this letter agreement, the Merger Agreement and the Limited Guarantee by all parties hereto and thereto, as applicable) constitutes a valid and legally binding obligation of the Sponsor, enforceable against it in accordance with the terms of this letter 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) the Sponsor has available funds in excess of the sum of the Equity Commitment and all of its other unfunded contractually binding equity commitments that are currently outstanding, (e) 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 letter agreement by the Sponsor and (f) the execution, delivery and performance of this letter agreement by the Sponsor do not (x) violate the organizational documents of the Sponsor, (y) violate any applicable Law binding on the Sponsor or the assets of the Sponsor or (z) conflict with any material agreement binding on the Sponsor.

12. No Assignment. The Sponsor’s obligation to fund the Equity Commitment may not be assigned or delegated (whether by operation of Law, merger, consolidation or otherwise), except that the Sponsor may assign or delegate all or a portion of its obligations to fund the Equity Commitment to any of the Sponsor’s Affiliates or any other investment fund advised or managed by such Affiliate; provided that any such assignment or delegation shall not relieve the Sponsor of its obligations under this letter agreement to the extent not performed by such Affiliate or fund. Holdco may not assign its rights to any of its Affiliates or other entity owned directly or indirectly by the beneficial owners of Holdco, without the prior written consent of the Sponsor and the Company (which shall be given or withheld solely in the discretion of the Sponsor and the Company). Any transfer or assignment in violation of this Section 12 shall be null and void and of no force and effect.

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

[Remainder of page intentionally left blank]


Sincerely,

CDH WM Giant Fund, L.P.

By:		Sino Giant Holdings Limited
		acting as its general partner

By:		/s/ Wei Ying
Name:		Wei Ying
Title:		Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]


Agreed to and accepted:

Giant Group Holdings Limited

By:		/s/ Yuzhu Shi
Name:		Yuzhu Shi
Title:		Director

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EX-7.24 5 d740681dex724.htm EX-7.24 EX-7.24

Exhibit 7.24

EXECUTION VERSION

AMENDED AND RESTATED INTERIM INVESTORS AGREEMENT

This Amended and Restated Interim Investors Agreement (this “Agreement”) is made as of June 6, 2014 by and among Mr. Yuzhu Shi (“Mr. Shi”) (solely for the purposes of Section 1.5, Section 1.7 Section 2.1 and Section 3), Vogel Holding Group Limited, a British Virgin Islands company (“Vogel”) (solely for the purposes of Section 1.7, Section 2.1 and Section 3), Union Sky Holding Group Limited, a British Virgin Islands company (“Union Sky”), Baring Private Equity Asia V Holding (12) Limited, a British Virgin Islands company (“Baring SPV”), Rich Noble Enterprises Limited, a British Virgin Islands company (“HONY SPV”), CDH Journey Limited, a Cayman Islands company (“CDH SPV”, together with Baring SPV, HONY SPV and any Additional Sponsor (as defined below), each an “Equity Sponsor” and together, the “Equity Sponsors”, and the Equity Sponsors together with Union Sky, each an “Investor” and together, the “Investors”), Giant Group Holdings Limited, an exempt company with limited liability incorporated under the laws of the Cayman Islands (“Holdco”), Giant Investment Limited, an exempt company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Holdco (“Parent”), and Giant Merger Limited, an exempt company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”). Mr. Shi, Vogel, the Investors, Holdco, Parent and Merger Sub are hereinafter collectively referred to as the “Parties”, and individually, a “Party”. Capitalized terms used but not defined herein shall have the meanings given thereto in the Merger Agreement (as defined below) unless otherwise specified herein.

RECITALS

WHEREAS, Parent, Merger Sub and Giant Interactive Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), executed an Agreement and Plan of Merger dated as of March 17, 2014 (as amended by that certain Amendment No.1 to the Agreement and Plan of Merger dated as of May 12, 2014 and as may be further amended in accordance with Section 1.1 hereof from time to time, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company becoming the surviving entity and a wholly-owned subsidiary of Parent.

WHEREAS, Mr. Shi, Union Sky, Vogel and Baring SPV executed a Consortium Agreement dated as of November 25, 2013 to which each of HONY SPV and CDH SPV joined as a party on January 12, 2014 and June 6, 2014, respectively (the “Consortium Agreement”), pursuant to which the parties thereto agreed to cooperate in connection with a proposal for the transactions contemplated by the Merger Agreement, including the Merger (collectively, the “Transactions”).

WHEREAS, Union Sky, Vogel and Baring SPV executed a support agreement in favor of Parent and Holdco dated as of March 17, 2014 (the “Support Agreement”), pursuant to which, Union Sky and Baring SPV each has agreed to, subject to the terms and conditions set forth therein and among other obligations, (i) the cancellation of all (in the case of Baring SPV) or a portion (in the case of Union Sky) of their Shares for no consideration in the Merger, and (ii) subscribe for newly issued ordinary shares of Holdco (the “Holdco Shares”) immediately prior to the Closing in accordance with the terms thereof, and Union Sky, Vogel and Baring SPV each has agreed to vote in favor of approval of the Merger Agreement, the Plan of Merger and the Transactions, upon the terms and conditions set forth therein.

WHEREAS, on or about the date hereof, each of The Baring Asia Private Equity Fund V, L.P., an Affiliate of Baring SPV (“Baring Guarantor”), Hony Capital Fund V, L.P., an Affiliate of HONY SPV (“HONY Guarantor”) and CDH WM Giant Fund, L.P., an Affiliate of CDH SPV (“CDH Guarantor” and together with Baring Guarantor and HONY Guarantor, the “Guarantors”) entered into a letter agreement in favor of Holdco (each such letter, such Guarantor’s “Equity Commitment Letter”), pursuant to which the respective Guarantor agrees, subject to the terms and conditions set forth therein, to make an equity investment in Holdco immediately prior to the Closing in connection with the Transactions.

WHEREAS, China Minsheng Banking Corp., Ltd., Hong Kong Branch, BNP Paribas Hong Kong Branch, Credit Suisse AG, Singapore Branch, Deutsche Bank AG, Singapore Branch, Goldman Sachs (Asia) L.L.C., ICBC International Finance Limited and JPMorgan Chase Bank, N.A. (the “Mandated Lead Arrangers”), China Minsheng Banking Corp., Ltd., Hong Kong Branch, BNP Paribas Hong Kong Branch, Credit Suisse AG, Singapore Branch, Deutsche Bank AG, Singapore Branch, Goldman Sachs Lending Partners LLC, ICBC International Finance Limited and JPMorgan Chase Bank, N.A. (the “Underwriters”) and Merger Sub executed a commitment and underwriting letter dated as of March 17, 2014 (the “Debt Commitment Letter”), pursuant to which, subject to the terms and conditions set forth therein, the Mandated Lead Arrangers committed to arrange and the Underwriters committed to underwrite a term loan facility to be made available to Merger Sub on the terms of the facility agreement in the form attached thereto (the “Facility Agreement”) and related documentation contemplated by such facility agreement (together, the “Debt Commitment”) under which a loan will be drawn down by Merger Sub immediately prior to the Closing in connection with the Transactions.

WHEREAS, Mr. Shi, Vogel, Union Sky, Baring SPV, HONY SPV, Holdco, Parent and Merger Sub entered into an Interim Investors Agreement dated as of March 17, 2014 (the “Prior Agreement”).

WHEREAS, Holdco, Union Sky, Baring Guarantor, HONY Guarantor and CDH Wealth Management Company Limited entered into an Amended and Restated Equity Commitment Agreement dated as of May 12, 2014, pursuant to which certain provisions of the Prior Agreement must be amended.

WHEREAS, pursuant to Section 3.2 of the Prior Agreement, the Parties wish 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, intending to be legally bound, hereby agree to amend and restate the Prior Agreement in its entirety as follows:

AGREEMENTS AMONG THE INVESTORS.

1.1 Actions Under the Merger Agreement. The Investors acting jointly shall have the sole power, authority and discretion to cause Parent and Merger Sub to take any action or refrain from taking any action in order to comply with their obligations, satisfy their closing conditions or exercise their rights under the Merger Agreement, including, without limitation, (a) determining that the conditions set forth in Section 7.01 and Section 7.02 of the Merger Agreement (the “Closing Conditions”) have been satisfied or waiving compliance with any agreement or condition in the Merger Agreement, including any Closing Condition, or (b) amending or modifying the Merger Agreement and determining to consummate the Merger; provided, that the Investors may not cause Parent and Merger Sub to amend the Merger Agreement in a way that has an impact on any Investor that is different from the impact on the other Investors in a manner that is materially adverse to such Investor without such Investor’s written consent. Parent and Merger Sub shall not, and the Investors shall not permit Parent or Merger Sub to, determine that any Closing Condition has been satisfied, waive any Closing Condition, amend or modify the Merger Agreement or determine to close the Merger unless such action has been approved in advance in writing by each Investor. Parent and Merger Sub shall not take any action with respect to the Merger Agreement, including granting or withholding of waivers or entering into amendments, unless such actions are in accordance with this Agreement.

1.2 Debt Financing. Holdco, Parent and/or Merger Sub shall, at the joint direction of all Investors, enter into the Facility Agreement, borrow under the Facility Agreement in connection with the Closing and negotiate and enter into those documents that are contemplated by the Facility Agreement to be executed in connection with the Closing by Holdco, Parent and/or Merger Sub. Any amendment to the Debt Commitment Letter, material change to the Facility Agreement or material terms of or changes to any Alternative Financing shall require the consent of all Investors.

1.3 Equity Commitment.

(a) For the avoidance of doubt, (i) Exhibit A-1 attached hereto sets forth the equity commitment (the “Investor Equity Commitment”) of each Investor if Union Sky is not entitled to or does not elect to exercise its right to reduce the number of Union Sky Rollover Shares in accordance with Section 2.1(b) of the Support Agreement as of the Closing Date, which (w) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Equity Commitment Letter, (y) with respect to HONY SPV, equals the amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Equity Commitment Letter, and (ii) Exhibit A-2 attached hereto sets forth the equity commitment of each Investor (the “Revised Investor Equity Commitment”) in the event that Union Sky elects to exercise its right to reduce the number of Union Sky Rollover Shares in accordance with Section 2.1(b) of the Support Agreement, which (w) with respect to Union Sky, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, (x) with respect to Baring SPV, equals the number of its Rollover Shares multiplied by the Per Share Merger Consideration, plus the amount of Equity Commitment as defined and set forth in Baring Guarantor’s Equity Commitment Letter, (y) with respect to HONY SPV, equals the amount of Equity Commitment as defined and set forth in HONY Guarantor’s Equity Commitment Letter, and (z) with respect to CDH SPV, equals the amount of Equity Commitment as defined and set forth in CDH Guarantor’s Equity Commitment Letter.

(b) If and to the extent an Additional Sponsor (as defined in the Consortium Agreement) is admitted to the Consortium (as defined in the Consortium Agreement) pursuant to Section 1.2(g) of the Consortium Agreement, such Additional Sponsor shall execute an adherence agreement to this Agreement and upon its execution of the adherence agreement, such Additional Sponsor shall become an “Additional Sponsor” for purposes of this Agreement, and Exhibit A shall be updated to reflect the Investor Equity Commitment and Revised Investor Equity Commitment, as applicable, of each of the Investors and such Additional Sponsor, after giving effect of the equity commitment of such Additional Sponsor.

1.4 Shareholders Agreement; Appointment of Directors. Each Investor shall in good faith and with mutual cooperation use its reasonable best efforts to negotiate and enter into a shareholders’ agreement or other definitive agreements containing, in principle, the terms set forth on Exhibit B attached hereto (the “Shareholders Agreement Term Sheet”). Each of Holdco and the Investors hereby agrees to take (or cause to be taken) all actions, if any, required to be taken by each, such that the board of directors of Holdco shall have the composition contemplated by Exhibit B hereto immediately prior to the Effective Time.

1.5 Consummation of the Transaction.

(a) (i) Mr. Shi shall use his reasonable best efforts to take all necessary actions to (A) cause a company owned 95% by Mr. Shi and the record and beneficial holder of 90% of the equity interest in Lanlin Bio-Technology Co., Ltd. (“Lanlin”), to become the record and beneficial holder of 100% of the equity interest in Lanlin, and (B) cause the Reorganization Condition Actions to be completed, in each case as promptly as possible following the execution of the Merger Agreement and in any event prior to the Termination Date (as may be extended in accordance with the Merger Agreement).

(ii) Mr. Shi hereby undertakes to each Equity Sponsor that he shall (A) procure that, prior to the Closing Date, Lanlin shall discharge all its liabilities and transfer all its assets, in each case other than those relating to its ownership of equity interests in Shanghai Giant Network Technology Co., Ltd. (“Giant Network”) and (B) execute and deliver to each Equity Sponsor on the Closing Date a written certificate attaching the balance sheet of Lanlin as of the Closing Date confirming the foregoing.

(iii) Except for actions undertaken to fulfill his and Lanlin’s obligations in Section 1.5(a)(ii), Mr. Shi hereby undertakes to each Equity Sponsor that, prior to Closing, he shall procure that (A) Lanlin shall not engage in any business other than business incidental to its ownership of equity interests in Giant Network or incur any obligations or liabilities or enter into any agreements other than those incidental to its equity ownership in Giant Network and (B) Lanlin’s articles of association shall be modified, to the extent permitted by applicable law, to define Lanlin’s business purpose as set forth in Exhibit D.

(b) In the event that the Closing Conditions are satisfied or waived in accordance with the terms of the Merger Agreement, the Consortium Agreement and this Agreement, and Parent and Merger Sub are obligated to consummate the Merger in accordance with the terms of the Merger Agreement, all Investors other than any Failing Sponsor (the “Closing Investors”) acting unanimously shall have the right to terminate the participation in the Transactions of any Equity Sponsor (a “Failing Sponsor”) that is a Guarantor or an Affiliate of any Guarantor that (i) breaches such Guarantor’s obligation under the Equity Commitment Letter of such Guarantor to fund the Equity Commitment (as defined therein) or (ii) asserts in writing such Guarantor’s unwillingness to fund such Equity Commitment; provided, that such termination shall not affect the rights or remedies of the Closing Investors against such Failing Sponsor or the Guarantor which is an Affiliate of such Failing Sponsor with respect to such breach or threatened breach. If the Closing Investors terminate a Failing Sponsor’s participation in the Transactions pursuant to the immediately preceding sentence, the Closing Investors acting unanimously may offer one or more Closing Investors or new investors the opportunity to provide equity financing for the Transactions to replace the amount of such Failing Sponsor’s Investor Equity Commitment or Revised Investor Equity Commitment, as applicable.

1.6 Termination Fee and Expenses.

(a) If (i) the Merger Agreement is terminated pursuant to Section 8.03(a) or Section 8.03(b) thereof, (ii) Parent is required to pay the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement, and (iii) one of the Investors is a Defaulting Party, then such Defaulting Party shall pay an amount equal to the Parent Termination Fee to Parent by wire transfer of same day fund within three (3) Business Days following such termination of the Merger Agreement. If there is more than one Defaulting Party, each Defaulting Party’s obligations under the immediately preceding sentence shall be reduced to its Pro Rata Portion of the Parent Termination Fee. A “Defaulting Party” is an Investor, the failure of such Investor or of a Guarantor that is an Affiliate of such Investor, in each case to perform its obligation under its Equity Commitment Letter (if any), the Support Agreement (if party thereto), the Consortium Agreement (if party thereto) and/or this Agreement results in the termination of the Merger Agreement pursuant to Section 8.03(a) or Section 8.03(b) thereof. A Defaulting Party’s “Pro Rata Portion” for purposes of this Section 1.6(a) is a fraction, the numerator of which is the Investor Equity Commitment of such Defaulting Party and the denominator of which is the aggregate Investor Equity Commitments of all Defaulting Parties.

(b) In the event that (i) the Merger Agreement is terminated, and (ii) on the date of such termination a condition set forth in Section 7.02 of Merger Agreement is not satisfied as a direct result of an event set forth in Exhibit C attached hereto occurring prior to such termination, then Union Sky shall reimburse each Sponsor for all of its out-of-pocket costs and expenses incurred in connection with the Transactions, including any reasonable fees, expenses and disbursements of (i) Advisors (as defined in the Consortium Agreement) retained by such Sponsor (including the reasonable fees, expenses and disbursements of any separate Advisors retained by a Sponsor pursuant to Section 2.4(b) of the Consortium Agreement) and (ii) any financing banks engaged by the Consortium in connection with the Debt Financing.

(c) If the Merger is not consummated, and one of the Investors is a Breaching Party, then such Breaching Party shall promptly reimburse each other Investor who is not a Breaching Party (each, a “Non-Breaching Party”) for all of its out-of-pocket costs and expenses incurred in connection with the Transactions, including any reasonable fees, expenses and disbursements of (i) Advisors (as defined in the Consortium Agreement) retained by such Non-Breaching Party (including the reasonable fees, expenses and disbursements of any separate Advisors retained by such Non-Breaching Investor pursuant to Section 2.4(b) of the Consortium Agreement) and (ii) any financing banks engaged by the Consortium in connection with the Debt Financing. A “Breaching Party” is an Investor, the willful breach by such Investor or by an Affiliate of such Investor, in each case, of the obligations of such Investor or such Affiliate of such Investor under its respective Equity Commitment Letter (if any), the Support Agreement (if party thereto), the Consortium Agreement (if party thereto) and/or this Agreement results in the failure of the Merger to be consummated.

(d) If the Merger is not consummated (and Section 1.6(c) of this Agreement does not apply), the Equity Sponsors agree to share (allocated among the Equity Sponsors in proportion to their respective Investor Equity Commitment) any reasonable fees, expenses and disbursements payable to Advisors (as defined in the Consortium Agreement) retained by an Equity Sponsor in connection with the Transactions (including the reasonable fees, expenses and disbursements of any separate Advisors retained by an Equity Sponsor pursuant to Section 2.4(b) of the Consortium Agreement), including (i) Weil, Gotshal & Manges LLP (“Weil”) in connection with its role as international counsel to Baring Guarantor and Baring SPV for the Transactions, (ii) Fangda Partners and T&D Associates in connection with their roles as PRC counsel to the Equity Sponsors, (iii) Walkers in connection with its role as Cayman counsel to the Consortium, (iv) Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) in connection with its role as international counsel to HONY Guarantor and HONY SPV, (v) Kirkland & Ellis LLP (“Kirkland”) in connection with its role as international counsel to CDH SPV, (vi) Ernst & Young in connection with its tax due diligence and transaction tax analysis for the Transaction, (vii) Bain & Company in connection with its report with respect to the Company, (viii) Towers Watson in connection with its due diligence report with respect to the Company’s employees, (ix) Marsh (Hong Kong) Limited in connection with its due diligence report with respect to the Company’s insurance program, and (x) any other Advisor as agreed in writing by the Equity Sponsors (the fees, expenses and disbursements contemplated by this Section 1.6(d) are referred to herein as the “Sponsor Advisor Fees”). For the avoidance of doubt and notwithstanding anything to the contrary contained herein, in situations where this Section 1.6(d) applies, the fees, expenses and disbursements payable to Wilson Sonsini Goodrich & Rosati, P.C. (“WSGR”) shall be borne solely by Union Sky.

(e) If the Merger is not consummated (and Section 1.6(c) of this Agreement does not apply), the Investors agree to share (allocated among the Investors in proportion to their respective Investor Equity Commitment) any reasonable fees, expenses and disbursements payable to the financing banks or Advisors retained by or on behalf of the Consortium in connection with the Debt Financing, including without limitation, (i) all counsel and advisors to the financing banks providing the Debt Financing, including without limitation, Linklaters LLP, Jun He Law Offices and Appleby, and (ii) Weil in connection with its role as international counsel to the Consortium for the Debt Financing (the fees, expenses and disbursements contemplated by this Section 1.6(e) are referred to herein as the “Financing Fees”).

(f) Upon consummation of the Merger, (i) Holdco and Parent shall reimburse the Investors for, or pay on behalf of the Investors, as the case may be, any reasonable fees, expenses and disbursements payable to (w) WSGR, (x) Weil, (y) Skadden and (z) up to $150,000, Kirkland, by any member of the Consortium (the “Approved Legal Fees”), and (ii) the Investors shall share (allocated among the Investors in proportion to their respective Investor Equity Commitment or Revised Investor Equity Commitment, as applicable) all of their out-of-pocket costs and expenses incurred in connection with the Transactions other than the Approved Legal Fees and any other fees, expenses and disbursements payable to Kirkland.

(g) The Investors shall be entitled to receive any termination, break-up or other fees or amounts payable to Holdco, Parent or Merger Sub by the Company pursuant to the Merger Agreement, allocated among the Investors in proportion to their respective Investor Equity Commitment, net of all costs and expenses incurred by the Parties in connection with the Transactions (which shall be paid or reimbursed, as applicable, by Holdco, Parent or Merger Sub), including, without limitation, the reasonable fees, expenses and disbursements of Advisors retained by the Parties or the Consortium in connection with the Transactions, the Sponsor Advisor Fees, the Financing Fees and any fees payable to the financing banks in connection with the Debt Financing.

1.7 Consortium Agreement. Mr. Shi, Vogel and the Investors hereby agree and confirm that (i) Section 2.6 of the Consortium Agreement was unconditionally and irrevocably terminated on March 17, 2014 pursuant to Section 1.7 of the Prior Agreement and is of no further force or effect, (ii) Section 1.2(e) of the Consortium Agreement was unconditionally and irrevocably terminated on March 17, 2014 pursuant to Section 1.7 of the Prior Agreement and is of no further force or effect, (iii) Section 3.1 of the Consortium Agreement was unconditionally and irrevocably terminated on March 17, 2014 pursuant to Section 1.7 of the Prior Agreement and is of no further force or effect and (iv) except as contemplated by the foregoing clauses (i), (ii) and (iii) of this Section 1.7, the Consortium Agreement shall remain in full force and effect in accordance with the term thereof.

REPRESENTATIONS AND WARRANTIES.

2.1 Representations. Each Party hereby represents and warrants to the other Parties that: (i) if such Party is a corporate entity, it has the requisite power and authority to execute, deliver and perform this Agreement, (ii) if such Party is a corporate entity, the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary action on the part of such Party, (iii) this Agreement has been duly executed and delivered by such Party and constitutes a valid and binding agreement of such Party enforceable in accordance with the terms hereof, and (iv) such Party’s execution, delivery and performance of this Agreement will not violate: (a) if such Party is a corporate entity, any provision of its organizational documents; (b) any material agreement to which such Party is a party or by which such Party is bound; or (c) any order, writ, injunction, decree or statute, or any rule or regulation, applicable to such Party.

MISCELLANEOUS.

3.1 Effectiveness; Termination. This Agreement shall become effective on the date hereof and shall terminate (except with respect to Section 1.6, Section 1.7 and Section 3) upon the earlier of (x) the Effective Time and (y) the termination of the Merger Agreement pursuant to Article VIII thereof; provided, that any liability for failure to comply with the terms of this Agreement shall survive such termination.

3.2 Amendment. This Agreement may be amended or modified and the provisions hereof may be waived, only by an agreement in writing signed by all Parties.

3.3 Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

3.4 Remedies. Except as otherwise provided herein, any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor will any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

3.5 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of the laws of any jurisdiction other than the State of New York.

3.6 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 3.6. 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 hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 3.6, 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 3.6(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 3.6(a) in any way.

3.7 Specific Performance. Each Party acknowledges and agrees that the other Parties would be irreparably injured by a breach of this Agreement by it and that money damages alone are an inadequate remedy for actual or threatened breach of this Agreement. Accordingly, each Party shall be entitled to specific performance or injunctive or other equitable relief (without posting a bond or other security) to enforce or prevent any violations of any provision of this Agreement, in addition to all other rights and remedies available at law or in equity to such Party, including the right to claim money damages for breach of any provision of this Agreement.

3.8 Other Agreements. This Agreement, together with the Support Agreement, the Consortium Agreement and the other agreements referenced herein, constitutes the entire agreement, and supersedes all prior agreements, understandings, negotiations and statements, both written and oral, among the parties hereto or any of their Affiliates with respect to the subject matter contained herein except for the Consortium Agreement and such other agreements as are referenced herein which shall continue in full force and effect in accordance with their terms except as being expressly amended, clarified and supplemented herein. In the event of any conflict between the provisions of this Agreement and the provisions of the Consortium Agreement or such other agreements as are referenced herein, the provisions of this Agreement shall prevail.

3.9 Prior Agreement. Each of Mr. Shi, Vogel, Union Sky, Baring SPV, HONY SPV, Holdco, Parent and Merger Sub agrees and confirms that the Prior Agreement is hereby unconditionally and irrevocably terminated and is of no further force or effect.

3.10 Assignment. This Agreement may not be assigned by any Party or by operation of law or otherwise without the prior written consent of each of the other Parties, except that the Agreement may be assigned to an Affiliate of a party hereto; provided that the Party making such assignment shall not be released from its obligations hereunder. Any attempted assignment in violation of this Section 3.10 shall be void.

3.11 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

[Signature pages follow]

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


MR. YUZHU SHI

/s/ Yuzhu Shi

VOGEL HOLDING GROUP LIMITED

By:		/s/ Yuzhu Shi
Name:		Yuzhu Shi
Title:		Director

UNION SKY HOLDING GROUP LIMITED

By:		/s/ Yuzhu Shi
Name:		Yuzhu Shi
Title:		Director

[Signature Page to Amended and Restated Interim Investors Agreement]


BARING PRIVATE EQUITY ASIA V HOLDING (12) LIMITED

By:		/s/ Mark Beckett
Name:		Mark Beckett
Title:		Director

[Signature Page to Amended and Restated Interim Investors Agreement]


RICH NOBLE ENTERPRISES LIMITED

By:		/s/ Bing Yuan
Name:		Bing Yuan
Title:		Director

[Signature Page to Amended and Restated Interim Investors Agreement]


CDH JOURNEY LIMITED

By:		/s/ Lilian Xu
Name:		Lilian Xu
Title:		Director

[Signature Page to Amended and Restated Interim Investors Agreement]


GIANT GROUP HOLDINGS LIMITED

By:		/s/ Yuzhu Shi
Name:		Yuzhu Shi
Title:		Director

GIANT INVESTMENT LIMITED

By:		/s/ Yuzhu Shi
Name:		Yuzhu Shi
Title:		Director

GIANT MERGER LIMITED

By:		/s/ Yuzhu Shi
Name:		Yuzhu Shi
Title:		Director

[Signature Page to Amended and Restated Interim Investors Agreement]

EX-7.25 6 d740681dex725.htm EX-7.25 EX-7.25

Exhibit 7.25

EXECUTION VERSION

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of June 6, 2014 (this “Limited Guarantee”), by Union Sky Holding Group Limited (the “Guarantor”) in favor of Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).

GUARANTEE.

(a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of March 17, 2014, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger dated as of May 12, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among the Guaranteed Party, Giant Investment Limited (“Parent”) and Giant Merger Limited (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party continuing as the surviving corporation in the Merger and a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual payment when due of 43.0691% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement, (ii) certain costs and expenses in connection with collection of the Parent Termination Fee pursuant to Section 8.06(d) of the Merger Agreement and (iii) Losses in connection with the arrangement of the Financing pursuant to Section 6.07(e) of the Merger Agreement, in the cases of clauses (i) and (ii), subject to the terms and limitations of Section 8.06(f) of the Merger Agreement (the “Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guarantee (exclusive of payment obligations of Parent with respect to costs, expenses and Losses described in clauses (ii) and (iii) of this sentence) exceed US$34,692,160 (the “Cap”); it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Cap to the extent applicable. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap (exclusive of payment obligations of Parent with respect to costs, expenses and Losses described in clauses (ii) and (iii) of the immediately preceding sentence) or the Guaranteed Percentage of the Obligations, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with this Limited Guarantee or the Merger Agreement other than as expressly set forth herein. The Guaranteed Party further acknowledges that in the event that Parent has satisfied a portion but not all of the Obligations, payment of the Guaranteed Percentage of the unsatisfied Obligations by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligation to the Guaranteed Party with respect thereto. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. This Limited Guarantee shall become effective upon the substantially simultaneous signing of the Other Guarantees. Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.

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(b) All payments made by the Guarantor pursuant to this Limited Guarantee shall be free and clear of any deduction, offset, defense, claim or counterclaim of any kind. If Parent fails to pay or cause to be paid the Obligations as and when due pursuant to Section 8.06(b) of the Merger Agreement, then the Guarantor’s liabilities to the Guaranteed Party hereunder in respect of the Obligations shall, at the Guaranteed Party’s option, become immediately due and payable and the Guaranteed Party may at any time and from time to time, at the Guaranteed Party’s option, and so long as Parent remains in breach of the Obligations, take any and all actions available hereunder or under applicable Law to collect the Obligations from the Guarantor, subject to the Cap to the extent applicable.

(c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder if (i) the Guarantor asserts in any arbitration, litigation or other proceeding that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms and the Guaranteed Party prevails in such arbitration, litigation or other proceeding or (ii) the Guarantor fails or refuses to make any payment to the Guaranteed Party hereunder when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder.

(d) In furtherance of the foregoing the Guarantor acknowledges that the Guaranteed Party may, in its sole discretion, bring and prosecute a separate action or actions against the Guarantor for the full amount of the Guarantor’s Guaranteed Percentage of the Obligations (subject to the Cap to the extent applicable), regardless of whether action is brought against Parent, Merger Sub or any Other Guarantor or whether Parent, Merger Sub or any Other Guarantor is joined in any such action or actions.

NATURE OF GUARANTEE.

The Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. Subject to the terms hereof, the Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. In the event that any payment to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to its Guaranteed Percentage of the Obligations (subject to the Cap to the extent as applicable) as if such payment had not been made by the Guarantor. This Limited Guarantee is an unconditional guarantee of payment and not of collection. This Limited Guarantee is a primary obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor hereunder.

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CHANGES IN OBLIGATIONS, CERTAIN WAIVERS.

(a) The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, without notice to or further consent of the Guarantor, extend the time of payment of any portion of the Obligations, and may also make any agreement with Parent, Merger Sub or any Other Guarantor or any other person interested in the Transactions for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Merger Sub or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee. The Guarantor agrees that the obligations of Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure or delay on the part of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, any Other Guarantor or any other person interested in the Transactions, (ii) any change in the time, place or manner of payment of any portion of the Obligations or any rescission, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof or any agreement evidencing, securing or otherwise executed in connection with any portion of the Obligations (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable), (iii) the addition, substitution, any legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge or release of Parent with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (iv) any change in the corporate existence, structure or ownership of Parent, Merger Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (v) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent, Merger Sub or any other person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the Transactions (including any Other Guarantor), (vi) the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent or Merger Sub or the Guaranteed Party, whether in connection with the Obligations or otherwise, (vii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge of the Guarantor as a matter of law or equity (other than a discharge of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a discharge of Parent with respect to the Obligations under the Merger Agreement, or as a result of defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement) or (viii) the adequacy of any other means the Guaranteed Party may have of obtaining payment related to the Obligations.

(b) To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law that would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any portion of the Obligations incurred and all other notices of any kind (other than notices to Parent or Merger Sub pursuant to the Merger Agreement or this Limited Guarantee), all defenses that may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Parent or Merger Sub or any other person interested in the Transactions (including any Other Guarantor), and all suretyship defenses generally (other than defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement or a breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the Transactions and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

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(c) The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates (which, for the avoidance of doubt, does not include the Founder Parties for purposes of this Limited Guarantee) not to institute, directly or indirectly, any proceeding or bring any other claim arising under, or in connection with, the Merger Agreement, the Transactions or the Equity Commitment Letter between the Guarantor and Goliath Group Holdings Limited (the “Equity Commitment Letter” and together with the other equity commitment letters between each Other Guarantor and Goliath Group Holdings Limited, collectively, the “Equity Commitment Letters”), against the Guarantor or any Non-Recourse Party (as defined in Section 9), except for claims against the Guarantor under this Limited Guarantee (subject to the limitations described herein) and against the Other Guarantors under the Other Guarantees (subject to the limitations described therein). The Guarantor hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its Subsidiaries and its Affiliates not to institute, directly or indirectly, any proceeding asserting or assert as a defense in any proceeding, subject to clause (ii) of the last sentence of clause (d) hereof, that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms.

(d) The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor’s obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent, Merger Sub or any Other Guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common Law, including the right to take or receive from Parent, Merger Sub or any Other Guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for the Obligations or other amounts payable under this Limited Guarantee thereafter arising. Notwithstanding anything to the contrary contained in this Limited Guarantee but subject Section 3(a), the Guaranteed Party hereby agrees that: (i) to the extent Parent and Merger Sub are relieved of any of their obligations with respect to the Parent Termination Fee, the Guarantor shall be similarly relieved of its Guaranteed Percentage of such obligations under this Limited Guarantee and (ii) the Guarantor shall have all defenses to the payment of its obligations under this Limited Guarantee (which in any event shall be subject to the Cap to the extent applicable) that would be available to Parent and/or Merger Sub under the Merger Agreement with respect to the Obligations as well as any defenses in respect of fraud or willful misconduct of the Guaranteed Party hereunder or any breach by the Guaranteed Party of any term hereof.

-4-

NO WAIVER; CUMULATIVE RIGHTS.

No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder or under the Merger Agreement shall operate as a waiver thereof; nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party’s rights against, Parent or any other person (including any Other Guarantor) liable for any portion of the Obligations prior to proceeding against the Guarantor hereunder, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Merger Sub (or any Other Guarantor) shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of Law, of the Guaranteed Party.

REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants that:

(a) the execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action on the Guarantor’s part and do not contravene any Law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets or properties;

(b) except as is not, individually or in the aggregate, reasonably likely to impair or delay the Guarantor’s performance of its obligations hereunder in any material respect, all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with;

(c) assuming due execution and delivery of this Limited Guarantee and the Merger Agreement by the Guaranteed Party, this Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, 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); and

(d) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and all funds necessary for the Guarantor to fulfill its obligations under this Limited Guarantee shall be available to the Guarantor (or its assignee pursuant to Section 6) for so long as this Limited Guarantee shall remain in effect in accordance with Section 8.

-5-

NO ASSIGNMENT.

Neither the Guarantor nor the Guaranteed Party may assign or delegate its rights, interests or obligations hereunder to any other person (except by operation of Law), in whole or in part, without the prior written consent of the other party hereto (which consent shall not be unreasonably withheld, conditioned or delayed), except that the Guarantor may assign or delegate all or part of its rights, interests and obligations hereunder, without the prior written consent of the Guaranteed Party, to (a) any Other Guarantor, any of the Guarantor’s Affiliates or any other investment fund advised or managed by such Affiliate, or (b) any other transferee (including any investment fund that is a limited partner of the Guarantor or its Affiliates) with respect to whom the Guarantor has furnished information to the Guaranteed Party verifying, to the reasonable satisfaction of the Guaranteed Party, the identity, good standing and creditworthiness of such transferee, in each case of (a) and (b) to the extent that (i) such transferee has been allocated, in accordance with the Equity Commitment Letter, all or a portion of the Guarantor’s investment commitment to Parent and (ii) such transferee has certified in writing to the Guaranteed Party prior to such assignment that it is capable of (x) making the representations and warranties set forth in Section 5 and (y) performing all of its obligations hereunder. Any assignment or delegation in violation of this Section 6 shall be null and void and of no force and effect.

NOTICES.

All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Merger Agreement (and shall be deemed given as specified therein), as follows:

if to the Guarantor:

12/F, No. 3 Building, 700 Yishan Road

Shanghai, 200233

People’s Republic of China

Attention: Mr. Yuzhu Shi

Facsimile: +86 21 3397 9948

with a copy to:

Wilson Sonsini Goodrich & Rosati, P.C.

Unit 1001, 10/F Henley Building

5 Queen’s Road Central, Hong Kong

Attention: Weiheng Chen

Facsimile: +852 3972 4999

If to the Guaranteed Party, as provided in the Merger Agreement.

-6-

CONTINUING GUARANTEE.

(a) Subject to the last sentence of Section 3(d), this Limited Guarantee may not be revoked or terminated and shall remain in full force and effect and shall be binding on the Guarantor, its successors and assigns until the earliest to occur of (i) all of the Obligations payable under the Limited Guarantee having been paid in full by the Guarantor, (ii) the Effective Time, (iii) the termination of the Merger Agreement in accordance with its terms by mutual consent of Parent and the Guaranteed Party or under circumstances in which Parent and Merger Sub would not be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement and (iv) 90 days after any termination of the Merger Agreement in accordance with its terms under circumstances in which Parent and Merger Sub would be obligated to pay the Parent Termination Fee under Section 8.06(b) of the Merger Agreement if the Guaranteed Party has not presented a bona fide written claim for payment of any Obligation to the Guarantor by such 90^th day; provided that if the Guaranteed Party has presented such claim to the Guarantor by such date, this Limited Guarantee shall terminate upon the date such claim is finally satisfied or otherwise resolved by agreement of the parties hereto or pursuant to Section 10. Guarantor shall have no further obligations under this Limited Guarantee following termination in accordance with this Section 8.

(b) Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its Affiliates asserts in any litigation or other proceeding relating to this Limited Guarantee (i) that the provisions of Section 1 limiting the Guarantor’s maximum aggregate liability to the Cap (to the extent applicable) or that the provisions of Sections 8, 9, 10, 13 or 14 are illegal, invalid or unenforceable in whole or in part, (ii) that the Guarantor is liable in excess of or to a greater extent than the Guaranteed Percentage of the Obligations or (iii) any theory of liability against the Guarantor or any Non-Recourse Parties (as defined below) with respect to the Merger Agreement, the Equity Commitment Letter or the Transactions or the liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereof, including Section 1), other than the Retained Claims (as defined below), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and shall thereupon be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party and (z) neither the Guarantor nor any Non-Recourse Parties (as defined below) shall have any liability to the Guaranteed Party or any of its Affiliates with respect to the Merger Agreement, the Equity Commitment Letter, the Transactions or under this Limited Guarantee.

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NO RECOURSE.

Notwithstanding anything to the contrary that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party agrees and acknowledges that (a) no person other than the Guarantor has any obligations hereunder, notwithstanding that the Guarantor may be a partnership or limited liability company, (b) the Guaranteed Party has no right of recovery under this Limited Guarantee or in any document or instrument delivered in connection herewith, or for any claim based on, in respect of, or by reason of, such obligations or their creation, against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, advisors, representatives, Affiliates (other than any assignee under Section 6), members, managers, or general or limited partners of any of the Guarantor, Parent, Merger Sub or any Other Guarantor, or any former, current or future equity holder, controlling person, director, officer, employee, general or limited partner, member, manager, Affiliate (other than any assignee under Section 6), agent, advisor, or representative of any of the foregoing (each a “Non-Recourse Party”), through Parent, Merger Sub or otherwise, whether by or through attempted piercing of the corporate veil, by or through a claim by or on behalf of Parent or Merger Sub against any Non-Recourse Party (including any claim to enforce the Equity Commitment Letter), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise and (c) the only rights of recovery and claims that the Guaranteed Party has in respect of the Merger Agreement or the Transaction are its rights to recover from, and assert claims against, (i) Parent and Merger Sub under and to the extent expressly provided in the Merger Agreement, (ii) the Guarantor (but not any Non-Recourse Party) under and to the extent expressly provided in this Limited Guarantee (subject to the Cap to the extent applicable and the other limitations described herein), (iii) the Other Guarantors pursuant to and subject to the limitations set forth in the Other Guarantees and (iv) the Guarantor and the Other Guarantors and their respective successors and assigns under the Equity Commitment Letters pursuant to and in accordance with the terms thereof (claims against (i), (ii), (iii) and (iv) collectively, the “Retained Claims”); provided that in the event the Guarantor (A) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (B) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets plus uncalled capital is less than the sum of (x) the Cap plus (y) an amount equal to the Guaranteed Percentage multiplied by the aggregate amount of costs, expenses and Losses described in clauses (ii) and (iii) of the first sentence of Section 1(a) as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder. The Guaranteed Party acknowledges and agrees that Parent and Merger Sub have no assets other than certain contract rights and cash in a de minimis amount and that no additional funds are expected to be contributed to Parent or Merger Sub unless and until the Closing occurs. Other than as expressly provided under Section 9.08 of the Merger Agreement and Section 4 of the Equity Commitment Letter, recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantors pursuant to the terms of the Other Guarantees shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement, the Equity Commitment Letter or the Transactions, including by piercing of the corporate veil, or by a claim by or on behalf of Parent or Merger Sub. Nothing set forth in this Limited Guarantee shall confer or give or shall be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any person including the Guarantor, except as expressly set forth herein. For the avoidance of doubt, none of the Guarantor, Parent, Merger Sub or the Other Guarantors or their respective successors and assigns under the Merger Agreement, the Equity Commitment Letters, this Limited Guarantee or the Other Guarantees shall be Non-Recourse Parties.

10.

GOVERNING LAW; DISPUTE RESOLUTION.

(a) This Limited Guarantee 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 that would subject such matter to the Laws of another jurisdiction other than the State of New York.

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(b) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Limited Guarantee 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 10(b). 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.

(c) Notwithstanding the foregoing, the parties hereto consent to and agree that in addition to any recourse to arbitration as set out in Section 10(b), 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 10(c) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 10(b) in any way.

11.

COUNTERPARTS.

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

12.

NO THIRD-PARTY BENEFICIARIES.

Except as provided in Section 9, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto, in accordance with and subject to the terms of this Limited Guarantee, and this Limited Guarantee is not intended to, and does not, confer upon any person other than the parties hereto any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

13.

CONFIDENTIALITY.

This Limited Guarantee shall be treated as confidential and is being provided to the Guaranteed Party solely in connection with the Merger. This Limited Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the Guarantor; provided that the parties may disclose the existence and content of this Limited Guarantee to the extent required by Law, the applicable rules of any national securities exchange, in connection with any SEC filings relating to the Merger and in connection with any litigation relating to the Merger, the Merger Agreement or the Transactions as permitted by or provided in the Merger Agreement and the Guarantor may disclose it to any Non-Recourse Party that needs to know of the existence of this Limited Guarantee and is subject to the confidentiality obligations set forth herein.

-9-

14.

MISCELLANEOUS.

(a) Each of the Guarantor and the Guaranteed Party agrees and confirms that the limited guarantee by the Guarantor in favor of the Guaranteed Party dated as of March 17, 2014 is hereby unconditionally and irrevocably terminated and is of no further force or effect.

(b) This Limited Guarantee, together with the Merger Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Equity Commitment Letters and the Other Guarantees), contains the entire agreement between the parties relative to the subject matter hereof and supersedes all prior agreements and undertakings between the parties with respect to the subject matter hereof. No modification or waiver of any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantor in writing.

(c) Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Cap to the extent applicable and the provisions of Sections 8 and 9 and this Section 14(c).

(d) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee. When a reference is made in this Limited Guarantee to a Section, such reference shall be to a Section of this Limited Guarantee unless otherwise indicated. The word “including” and words of similar import when used in this Limited Guarantee will mean “including, without limitation,” unless otherwise specified.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Guarantor has executed and delivered this Limited Guarantee as of the date first written above by its officer thereunto duly authorized.


GUARANTOR

UNION SKY HOLDING GROUP LIMITED

By:	/s/ Yuzhu Shi
	Name:	Yuzhu Shi
	Title:	Director

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.


	GUARANTEED PARTY

	GIANT INTERACTIVE GROUP INC.

By:	/s/ Peter Andrew Schloss
	Name:	Peter Andrew Schloss
	Title:	Chairman of the Special Committee

SCHEDULE A

Other Guarantors

Hony Capital Fund V, L.P.

The Baring Asia Private Equity Fund V, L.P.

CDH WM Giant Fund, L.P.

EX-7.26 7 d740681dex726.htm EX-7.26 EX-7.26

Exhibit 7.26

EXECUTION VERSION

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of June 6, 2014 (this “Limited Guarantee”), by The Baring Asia Private Equity Fund V, L.P. (the “Guarantor”) in favor of Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).

GUARANTEE.

(a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of March 17, 2014, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger dated as of May 12, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among the Guaranteed Party, Giant Investment Limited (“Parent”) and Giant Merger Limited (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party continuing as the surviving corporation in the Merger and a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual payment when due of 22.4727% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement, (ii) certain costs and expenses in connection with collection of the Parent Termination Fee pursuant to Section 8.06(d) of the Merger Agreement and (iii) Losses in connection with the arrangement of the Financing pursuant to Section 6.07(e) of the Merger Agreement, in the cases of clauses (i) and (ii), subject to the terms and limitations of Section 8.06(f) of the Merger Agreement (the “Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guarantee (exclusive of payment obligations of Parent with respect to costs, expenses and Losses described in clauses (ii) and (iii) of this sentence) exceed US$18,101,760 (the “Cap”); it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Cap to the extent applicable. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap (exclusive of payment obligations of Parent with respect to costs, expenses and Losses described in clauses (ii) and (iii) of the immediately preceding sentence) or the Guaranteed Percentage of the Obligations, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with this Limited Guarantee or the Merger Agreement other than as expressly set forth herein. The Guaranteed Party further acknowledges that in the event that Parent has satisfied a portion but not all of the Obligations, payment of the Guaranteed Percentage of the unsatisfied Obligations by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligation to the Guaranteed Party with respect thereto. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. This Limited Guarantee shall become effective upon the substantially simultaneous signing of the Other Guarantees. Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.

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NATURE OF GUARANTEE.

-2-

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS.

-3-

-4-

NO WAIVER; CUMULATIVE RIGHTS.

REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants that:

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NO ASSIGNMENT.

NOTICES.

All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Merger Agreement (and shall be deemed given as specified therein), as follows:

if to the Guarantor:

c/o Orangefield Management Services (Singapore) Pte. Ltd.

#29-02 One Raffles Place

1 Raffles Place

Singapore 048616

Attention: Agnes Chen

Facsimile No.: +65 6593 3711

with a copy to each of (which alone shall not constitute notice):

Baring Private Equity Asia Limited

Suite 3801

Two International Finance Centre

8 Finance Street

Central, Hong Kong

Attention: Patrick Cordes

Facsimile No.: +852 2843 9372

Weil, Gotshal & Manges LLP

29/F Alexandra House

18 Chater Road, Central

Hong Kong

Attention: Akiko Mikumo

Facsimile No.: +852 3015 9354

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If to the Guaranteed Party, as provided in the Merger Agreement.

CONTINUING GUARANTEE.

-7-

NO RECOURSE.

-8-

10.

GOVERNING LAW; DISPUTE RESOLUTION.

11.

COUNTERPARTS.

12.

NO THIRD-PARTY BENEFICIARIES.

-9-

13.

CONFIDENTIALITY.

14.

MISCELLANEOUS.

[Remainder of page intentionally left blank]

-10-

IN WITNESS WHEREOF, the Guarantor has executed and delivered this Limited Guarantee as of the date first written above by its officer thereunto duly authorized.


GUARANTOR

THE BARING ASIA PRIVATE EQUITY FUND V, L.P.

By:	Baring Private Equity Asia GP V, L.P.
	acting as its general partner

By:	Baring Private Equity Asia GP V Limited
	acting as its general partner

By:	/s/ Christian Wang Yuen
	Name:	Christian Wang Yuen
	Title:	Director

By:	/s/ Ramesh Awatarsing
	Name:	Ramesh Awatarsing
	Title:	Director

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.


GUARANTEED PARTY

GIANT INTERACTIVE GROUP INC.

By:	/s/ Peter Andrew Schloss
	Name:	Peter Andrew Schloss
	Title:	Chairman of the Special Committee

SCHEDULE A

Other Guarantors

Union Sky Holding Group Limited

Hony Capital Fund V, L.P.

CDH WM Giant Fund, L.P.

EX-7.27 8 d740681dex727.htm EX-7.27 EX-7.27

Exhibit 7.27

EXECUTION VERSION

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of June 6, 2014 (this “Limited Guarantee”), by Hony Capital Fund V, L.P. (the “Guarantor”) in favor of Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).

GUARANTEE.

(a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of March 17, 2014, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger dated as of May 12, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among the Guaranteed Party, Giant Investment Limited (“Parent”) and Giant Merger Limited (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party continuing as the surviving corporation in the Merger and a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual payment when due of 25.4691% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement, (ii) certain costs and expenses in connection with collection of the Parent Termination Fee pursuant to Section 8.06(d) of the Merger Agreement and (iii) Losses in connection with the arrangement of the Financing pursuant to Section 6.07(e) of the Merger Agreement, in the cases of clauses (i) and (ii), subject to the terms and limitations of Section 8.06(f) of the Merger Agreement (the “Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guarantee (exclusive of payment obligations of Parent with respect to costs, expenses and Losses described in clauses (ii) and (iii) of this sentence) exceed US$20,515,360 (the “Cap”); it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Cap to the extent applicable. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap (exclusive of payment obligations of Parent with respect to costs, expenses and Losses described in clauses (ii) and (iii) of the immediately preceding sentence) or the Guaranteed Percentage of the Obligations, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with this Limited Guarantee or the Merger Agreement other than as expressly set forth herein. The Guaranteed Party further acknowledges that in the event that Parent has satisfied a portion but not all of the Obligations, payment of the Guaranteed Percentage of the unsatisfied Obligations by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligation to the Guaranteed Party with respect thereto. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. This Limited Guarantee shall become effective upon the substantially simultaneous signing of the Other Guarantees. Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.

-1-

NATURE OF GUARANTEE.

-2-

CHANGES IN OBLIGATIONS, CERTAIN WAIVERS.

-3-

-4-

NO WAIVER; CUMULATIVE RIGHTS.

REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants that:

-5-

NO ASSIGNMENT.

NOTICES.

All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Merger Agreement (and shall be deemed given as specified therein), as follows:

if to the Guarantor:


Address:		Suite 2701, One Exchange Square
		Central, Hong Kong
Attention:		Bing Yuan
Facsimile:		+852 3971 9799

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

30/F, China World Office 2

No. 1, Jianguomenwai Avenue

Chaoyang District, Beijing 100004, China


Attention:		Julie Gao, Esq. / Peter X. Huang, Esq.
Facsimile:		+86 10 6535 5577

If to the Guaranteed Party, as provided in the Merger Agreement.

CONTINUING GUARANTEE.

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NO RECOURSE.

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10.

GOVERNING LAW; DISPUTE RESOLUTION.

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11.

COUNTERPARTS.

12.

NO THIRD-PARTY BENEFICIARIES.

13.

CONFIDENTIALITY.

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14.

MISCELLANEOUS.

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IN WITNESS WHEREOF, the Guarantor has executed and delivered this Limited Guarantee as of the date first written above by its officer thereunto duly authorized.


GUARANTOR

Hony Capital Fund V, L.P.

Acting by its sole general partner
Hony Capital Fund V GP, L.P.

Acting by its sole general partner
Hony Capital Fund V GP Limited

By:	/s/ Zhao John Huan
	Name:	Zhao John Huan
	Title:	Authorized Signatory

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.


GUARANTEED PARTY

GIANT INTERACTIVE GROUP INC.

By:	/s/ Peter Andrew Schloss
	Name:	Peter Andrew Schloss
	Title:	Chairman of the Special Committee

SCHEDULE A

Other Guarantors

Union Sky Holding Group Limited

The Baring Asia Private Equity Fund V, L.P.

CDH WM Giant Fund, L.P.

EX-7.28 9 d740681dex728.htm EX-7.28 EX-7.28

Exhibit 7.28

EXECUTION VERSION

LIMITED GUARANTEE

LIMITED GUARANTEE, dated as of June 6, 2014 (this “Limited Guarantee”), by CDH WM Giant Fund, L.P. (the “Guarantor”) in favor of Giant Interactive Group Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Guaranteed Party”).

GUARANTEE.

(a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of March 17, 2014, as amended by that certain Amendment No. 1 to the Agreement and Plan of Merger dated as of May 12, 2014 (as further amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), among the Guaranteed Party, Giant Investment Limited (“Parent”) and Giant Merger Limited (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party continuing as the surviving corporation in the Merger and a wholly-owned Subsidiary of Parent, the Guarantor, intending to be legally bound, hereby absolutely, irrevocably and unconditionally guarantees to the Guaranteed Party, on the terms and conditions set forth herein, the due and punctual payment when due of 8.9891% (the “Guaranteed Percentage”) of the payment obligations of Parent with respect to (i) the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement, (ii) certain costs and expenses in connection with collection of the Parent Termination Fee pursuant to Section 8.06(d) of the Merger Agreement and (iii) Losses in connection with the arrangement of the Financing pursuant to Section 6.07(e) of the Merger Agreement, in the cases of clauses (i) and (ii), subject to the terms and limitations of Section 8.06(f) of the Merger Agreement (the “Obligations”); provided that in no event shall the Guarantor’s aggregate liability under this Limited Guarantee (exclusive of payment obligations of Parent with respect to costs, expenses and Losses described in clauses (ii) and (iii) of this sentence) exceed US$7,240,720 (the “Cap”); it being understood that this Limited Guarantee may not be enforced against the Guarantor without giving effect to the Cap to the extent applicable. The Guaranteed Party hereby agrees that in no event shall the Guarantor be required to pay to any person under, in respect of, or in connection with this Limited Guarantee, an amount in excess of the Cap (exclusive of payment obligations of Parent with respect to costs, expenses and Losses described in clauses (ii) and (iii) of the immediately preceding sentence) or the Guaranteed Percentage of the Obligations, and that the Guarantor shall not have any obligation or liability to the Guaranteed Party relating to, arising out of or in connection with this Limited Guarantee or the Merger Agreement other than as expressly set forth herein. The Guaranteed Party further acknowledges that in the event that Parent has satisfied a portion but not all of the Obligations, payment of the Guaranteed Percentage of the unsatisfied Obligations by the Guarantor (or by any other person, including Parent or Merger Sub, on behalf of the Guarantor) shall constitute satisfaction in full of the Guarantor’s obligation to the Guaranteed Party with respect thereto. All payments hereunder shall be made in lawful money of the United States, in immediately available funds. Concurrently with the delivery of this Limited Guarantee, the parties set forth on Schedule A (each, an “Other Guarantor”) are also entering into limited guarantees substantially identical to this Limited Guarantee (each, an “Other Guarantee”) with the Guaranteed Party. This Limited Guarantee shall become effective upon the substantially simultaneous signing of the Other Guarantees. Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement, except as otherwise provided herein.

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NATURE OF GUARANTEE.

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CHANGES IN OBLIGATIONS, CERTAIN WAIVERS.

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-4-

NO WAIVER; CUMULATIVE RIGHTS.

REPRESENTATIONS AND WARRANTIES.

The Guarantor hereby represents and warrants that:

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NO ASSIGNMENT.

NOTICES.

All notices, requests, claims, demands and other communications hereunder shall be given by the means specified in the Merger Agreement (and shall be deemed given as specified therein), as follows:

if to the Guarantor:


Address:		1503, Level 15, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong
Attention:		Wei Ying
Email:		yingwei@cdhfund.com
Facsimile:		+ 852 2810 7083

with a copy to (which alone shall not constitute notice):


Address:		Kirkland & Ellis 26/F Gloucester Tower, The Landmark 15 Queen’s Road Central
		Central, Hong Kong
Attention:		David Zhang
Email:		david.zhang@kirkland.com
Facsimile:		+ 852 3761 3301

If to the Guaranteed Party, as provided in the Merger Agreement.

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CONTINUING GUARANTEE.

-7-

NO RECOURSE.

10.

GOVERNING LAW; DISPUTE RESOLUTION.

-8-

11.

COUNTERPARTS.

12.

NO THIRD-PARTY BENEFICIARIES.

-9-

13.

CONFIDENTIALITY.

14.

MISCELLANEOUS.

(a) This Limited Guarantee, together with the Merger Agreement (including any schedules, exhibits and annexes thereto and any other documents and instruments referred to thereunder, including the Equity Commitment Letters and the Other Guarantees), contains the entire agreement between the parties relative to the subject matter hereof and supersedes all prior agreements and undertakings between the parties with respect to the subject matter hereof. No modification or waiver of any provision hereof shall be enforceable unless approved by the Guaranteed Party and the Guarantor in writing.

(b) Any term or provision hereof that is prohibited or unenforceable in any jurisdiction shall be, as to such jurisdiction, ineffective solely to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction; provided that this Limited Guarantee may not be enforced without giving effect to the limitation of the amount payable hereunder to the Cap to the extent applicable and the provisions of Sections 8 and 9 and this Section 14(b).

(c) The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Limited Guarantee. When a reference is made in this Limited Guarantee to a Section, such reference shall be to a Section of this Limited Guarantee unless otherwise indicated. The word “including” and words of similar import when used in this Limited Guarantee will mean “including, without limitation,” unless otherwise specified.

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IN WITNESS WHEREOF, the Guarantor has executed and delivered this Limited Guarantee as of the date first written above by its officer thereunto duly authorized.


GUARANTOR

CDH WM GIANT FUND, L.P.

By:	Sino Giant Holdings Limited
	acting as its general partner

By:	/s/ Wei Ying
	Name:	Wei Ying
	Title:	Director

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.


GUARANTEED PARTY

GIANT INTERACTIVE GROUP INC.

By:	/s/ Peter Andrew Schloss
	Name:	Peter Andrew Schloss
	Title:	Chairman of the Special Committee

SCHEDULE A

Other Guarantors

Union Sky Holding Group Limited

The Baring Asia Private Equity Fund V, L.P.

Hony Capital Fund V, L.P.