GameSquare Holdings, Inc. (NASDAQ:GAME)

HONG KONG, November 19, 2015 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME) ("Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, announced today the completion of the merger contemplated by the previously announced Agreement and Plan of Merger (the "Merger Agreement") dated as of April 3, 2015, as amended and restated on September 23, 2015, among the Company, Capitalhold Limited ("Parent") and Capitalcorp Limited, a wholly owned subsidiary of Parent. As a result of the merger, the Company became a direct wholly owned subsidiary of Parent.

Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on November 18, 2015, all of the Company's ordinary shares ("Shares") issued and outstanding immediately prior to the effective time of the merger were cancelled and converted into and exchanged for the right to receive US$3.55 and all the issued and outstanding American depositary shares ("ADSs") represented the right to surrender one ADS in exchange for US$7.10 (less US$0.05 per ADS cancellation fees pursuant to the terms of the Deposit Agreement, dated as of September 24, 2009, among the Company, JPMorgan Chase Bank, N.A., as depositary (the "ADS Depositary"), and the holders of ADSs issued thereunder), in each case, in cash, without interest and net of any applicable withholding taxes except for the following Shares (including Shares represented by ADSs), which were cancelled and cease to exist at the effective time of the merger but did not convert into the right to receive the foregoing merger consideration:

(a) 48,759,187 Class B ordinary shares held by Yili Shengda Investment Holdings (Hong Kong) Company Limited, 48,759,187 Class B ordinary shares held by Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited, 61,776,334 Class A ordinary shares held by Orient Hongtai (Hong Kong) Limited, 61,776,335 Class A ordinary shares held by Orient Hongzhi (Hong Kong) Limited, 80,577,828 Class A ordinary shares held by Zhongrong Investment Holdings (Hong Kong) Co., Ltd., 107,438,129 Class A ordinary shares held by Hao Ding International Limited and the Shares held by Parent, the Company or any of their subsidiaries immediately prior to the effective time of the merger, which were cancelled without payment of any consideration or distribution therefor; and

(b) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters' rights under the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) (the "Cayman Islands Companies Law"), which were cancelled and will entitle the former holders thereof to receive the fair value thereon in accordance with such holders' dissenters' rights under the Cayman Islands Companies Law.

Shareholders of record as of the effective time of the merger who are entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration. Shareholders should wait to receive the letter of transmittal before surrendering their share certificates. As soon as practicable after the date of this announcement, the ADS Depositary will call for the surrender of all ADSs for delivery of the merger consideration. Upon the surrender of ADSs, the ADS Depositary will pay to the surrendering holders US$7.10 per ADS surrendered (less an ADS cancellation fee of US$0.05 per ADS) in cash, without interest and net of any applicable withholding taxes.

The Company also announced today that it requested that trading of its ADSs on NASDAQ to be suspended beginning on November 18, 2015. The Company requested that NASDAQ file a Form 25 with the Securities and Exchange Commission (the "SEC") notifying the SEC of the delisting of its ADSs on NASDAQ and the deregistration of the Company's registered securities. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in ten days. The Company's obligations to file with the SEC certain reports and forms, including Form 20-F, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

HONG KONG, Nov. 18, 2015 /PRNewswire/ -- Shanda Games Limited (GAME) ("Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, announced today that, at an extraordinary general meeting held today, the Company's shareholders voted in favor of the proposal to authorize and approve the previously announced Agreement and Plan of Merger (the "Merger Agreement") dated as of April 3, 2015, as amended and restated on September 23, 2015, among the Company, Capitalhold Limited ("Parent") and Capitalcorp Limited, a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving company (the "Merger") and to authorize and approve any and all transactions contemplated by the Merger Agreement, including the Merger.

Approximately 84.5% of the Company's total outstanding ordinary shares, representing 94.1% voting rights of the Company entitled to vote at the extraordinary general meeting voted in person or by proxy at today's extraordinary general meeting. Of those voting rights, approximately 99.3% were voted in favor of the proposal to authorize and approve the Merger Agreement and any and all transactions contemplated by the Merger Agreement, including the Merger.

The parties currently expect to complete the Merger within the month, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. Upon completion of the Merger, the Company will become a privately held company and its American depositary shares, each representing two Class A ordinary shares, will no longer be listed on NASDAQ.

Cautionary Statement concerning Forward Looking Statements

This news release may include certain statements that are not descriptions of historical facts, but are forward-looking statements. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those contained in any such statements. Potential risks and uncertainties include, but are not limited to, the possibility that various closing conditions to the Merger may not be satisfied or waived and other risks and uncertainties discussed in the Company's filings with the SEC, as well as the Schedule 13E-3 transaction statement and the proxy statement filed by the Company in connection with the Merger. Shanda Games does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

HONG KONG, November 18, 2015 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME) ("Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, announced today that, at an extraordinary general meeting held today, the Company's shareholders voted in favor of the proposal to authorize and approve the previously announced Agreement and Plan of Merger (the "Merger Agreement") dated as of April 3, 2015, as amended and restated on September 23, 2015, among the Company, Capitalhold Limited ("Parent") and Capitalcorp Limited, a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving company (the "Merger") and to authorize and approve any and all transactions contemplated by the Merger Agreement, including the Merger.

Approximately 84.5% of the Company's total outstanding ordinary shares, representing 94.1% voting rights of the Company entitled to vote at the extraordinary general meeting voted in person or by proxy at today's extraordinary general meeting. Of those voting rights, approximately 99.3% were voted in favor of the proposal to authorize and approve the Merger Agreement and any and all transactions contemplated by the Merger Agreement, including the Merger.

The parties currently expect to complete the Merger within the month, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. Upon completion of the Merger, the Company will become a privately held company and its American depositary shares, each representing two Class A ordinary shares, will no longer be listed on NASDAQ.

HONG KONG, October 19, 2015 /PRNewswire/ -- Shanda Games Limited ("Shanda Games", "we" or the "Company") (NASDAQ: GAME), a leading online game developer, operator and publisher in China, today announced its unaudited consolidated financial results for the first half of 2015 ended June 30, 2015.

First Half 2015 Unaudited Financial Results

Net Revenues. Net revenues for the first half of 2015 totaled RMB1,446.4 million (US$236.6 million), a decrease of 26.1% from RMB1,956.5 million in the first half of 2014.

Non-GAAP Net Income Attributable to Ordinary Shareholders. Non-GAAP net income for the first half of 2015 was RMB326.6 million (US$53.4 million), a decrease of 50.5% from RMB660.1 million in the first half of 2014. Non-GAAP net margin was 22.6%, a decrease from 33.7% in the first half of 2014. Non-GAAP earnings per diluted ADS were RMB1.20 (US$0.20), compared with RMB2.44 in the first half of 2014.

"The Company continues its focus on strengthening its development culture and capabilities. Titles originally scheduled for the first half of 2015 were slated for delayed releases, as we made the decision to give our producers and their teams more time - to create the best games possible for our fans," commented Mr. Yingfeng Zhang, Chairman of the Board and acting Chief Executive Officer of Shanda Games. "Our core strategies are to nurture our key franchises and to grow our mobile audience. The blockbuster success of 'Mir 2 Mobile' is the result of our focus and improved execution in mobile game development. To serve our PC gaming fans, we have planned for release, 'Chuan Qi Yong Heng' a 3D-MMORPG masterpiece made using the Unreal 3 engine, in the near future."

HONG KONG, October 13, 2015 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME) ("Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, announced today that it has called an extraordinary general meeting of shareholders (the "EGM"), to be held on November 18, 2015 at 10:00 a.m. (Hong Kong time). The meeting will be held at the offices of Davis Polk & Wardwell, The Hong Kong Club Building, 3A Chater Road, Central, Hong Kong, to consider and vote on, among other things, the proposal to authorize and approve the previously announced Agreement and Plan of Merger (the "Merger Agreement") dated as of April 3, 2015 and amended and restated on September 23, 2015, among the Company, Capitalhold Limited ("Parent") and Capitalcorp Limited, a wholly owned subsidiary of Parent ("Merger Sub"), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Annex A to the Merger Agreement (the "Plan of Merger"), and the transactions contemplated thereby, including the Merger (as defined below).

Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company after the merger (the "Merger"). If completed, the Company will continue its operations as a privately held company and, as a result of the Merger, the American depositary shares, each representing two Class A ordinary Shares, (the "ADSs"), will no longer be listed on the NASDAQ Global Select Market and the American depositary shares program for the ADSs will terminate. The Company's board of directors, acting upon the unanimous recommendation of the special committee of the board of directors, authorized and approved the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, and resolved to recommend that the Company's shareholders and ADS holders vote for, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby.

Shareholders of record as of the close of business in the Cayman Islands on October 26, 2015 will be entitled to vote at the EGM. The record date for ADS holders entitled to instruct JPMorgan Chase Bank, N.A., the ADS depositary, to vote the shares represented by the ADSs is the close of business in New York City on October 14, 2015. Additional information regarding the EGM and the Merger Agreement can be found in the transaction statement on Schedule 13E-3, and the proxy statement attached as Exhibit (A)-(1) thereto, filed with the Securities and Exchange Commission (the "SEC"), which can be obtained from the SEC's website (http://www.sec.gov). INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE PROXY MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS.

This announcement is neither a solicitation of proxies, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for the proxy statement and other materials that have been or will be filed with or furnished to the SEC.

HONG KONG, September 24, 2015 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME) ("Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, announced that it entered into an Amended and Restated Agreement and Plan of Merger (the "Amended and Restated Merger Agreement") with Capitalhold Limited ("Parent") and Capitalcorp Limited, a wholly owned subsidiary of Parent ("Merger Sub") on September 23, 2015. The Amended and Restated Merger Agreement amends and restates in its entirety the Agreement and Plan of Merger, dated as of April 3, 2015, by and among Parent, Merger Sub and the Company (the "Original Merger Agreement").

Under the terms of the Amended and Restated Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Amended and Restated Merger Agreement, Parent, Merger Sub and the Company agreed, among other things, to extend the "Termination Date", as defined in Section 8.02(a) of the Original Merger Agreement, to December 31, 2015.

HONG KONG, April 3, 2015 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME) ("Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, announced today that it had entered into an Agreement and Plan of Merger (the "Agreement") with Capitalhold Limited ("Parent") and Capitalcorp Limited, a wholly owned subsidiary of Parent ("Merger Sub").

Pursuant to the Agreement, Parent will acquire the Company for cash consideration equal to US$3.55 per ordinary share of the Company (each, an "Ordinary Share") and US$7.10 per American Depositary Share of the Company, each representing two Class A Ordinary Shares (each, an "ADS"), in a transaction valuing the Company at approximately US$1.9 billion. This price represents a premium of 46.5% and 53.8%, respectively, over the Company's 30- and 60-trading day volume-weighted average price as quoted by NASDAQ Global Select Market ("NASDAQ") on January 24, 2014, the last trading date immediately prior to the Company's announcement on January 27, 2014 that it had received a "going private" proposal.

The consideration to be paid to holders of Ordinary Shares and ADSs pursuant to the Agreement also represents an increase of approximately 2.9% from the original US$3.45 per Ordinary Share and US$6.90 per ADS offer price included in the January 27, 2014 "going private" proposal.

Immediately following consummation of the transactions contemplated by the Agreement, Parent will be beneficially owned by a consortium (the "Buyer Group") comprising (i) Ningxia Yilida Capital Investment Limited Partnership, a limited partnership formed under the laws of the People's Republic of China and an affiliate of the Company's acting CEO, Mr. Yingfeng Zhang, (ii) Ningxia Zhongyincashmere International Group Co., Ltd. ("Ningxia"), a company formed under the laws of the People's Republic of China, (iii) Orient Hongtai (Hong Kong) Limited, a company incorporated and existing under the laws of Hong Kong ("Orient Hongtai"), (iv) Orient Hongzhi (Hong Kong) Limited ("Orient Hongzhi"), a company incorporated and existing under the laws of Hong Kong and an affiliate of Orient Hongtai, (v) Hao Ding International Limited ("Hao Ding"), a company established under the laws of the British Virgin Islands, (vi) Ningxia Zhengjun Equity Investment Partnership Enterprise (Limited Partnership) ("Zhengjun Investment"), a limited partnership organized and existing under the laws of the People's Republic of China and an affiliate of Mr. Yingfeng Zhang, (vii) Ningxia Silkroad Equity Investment Partnership Enterprise (Limited Partnership) ("Ningxia Silkroad"), a limited partnership organized and existing under the laws of the People's Republic of China and an affiliate of Ningxia, and (viii) Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) ("Zhongrong Legend"), a limited partnership organized and existing under the laws of the People's Republic of China and an affiliate of Ningxia. Merger Sub is a direct wholly owned subsidiary of Parent. As of the date of the Agreement, the Buyer Group collectively beneficially owns approximately 75.7% of the Company's issued and outstanding Ordinary Shares, representing approximately 90.7% of the total number of votes represented by the Company's issued and outstanding Ordinary Shares.

Subject to the terms and conditions set forth in the Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and becoming a wholly owned subsidiary of Parent (the "Merger"), and each of the Ordinary Shares issued and outstanding immediately prior to the effective time of the Merger (including Ordinary Shares represented by ADSs) will be cancelled in consideration for the right to receive US$3.55 per Ordinary Share or US$7.10 per ADS, in each case, in cash, without interest and net of any applicable withholding taxes, except for (i) 48,759,187 Class B Ordinary Shares held by Yili Shengda Investment Holdings (Hong Kong) Company Limited, an affiliate of Mr. Yingfeng Zhang, 48,759,187 Class B Ordinary Shares held by Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited, an affiliate of Ningxia, 80,577,828 Class A Ordinary Shares held by Zhongrong Investment Holdings (Hong Kong) Co., Ltd., an affiliate of Ningxia, 61,776,334 Class A Ordinary Shares held by Orient Hongtai, 61,776,335 Class A Ordinary Shares held by Orient Hongzhi, 107,438,129 Class A Ordinary Shares held by Hao Ding and any Ordinary Shares held by Parent, the Company or any of their subsidiaries immediately prior to the effective time of the Merger, each of which will be cancelled without payment of any consideration or distribution therefor, and (ii) Ordinary Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which Ordinary Shares will be cancelled at the effective time of the Merger for the right to receive the fair value of such Ordinary Shares determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands.

The Buyer Group intends to fund the transaction through cash contributions from Zhengjun Investment, Ningxia Silkroad, Zhongrong Legend (collectively, the "Sponsors") or their affiliates pursuant to equity commitment letters entered into between Parent and each Sponsor. The Sponsors have also entered into limited guarantees in favor of the Company pursuant to which they have agreed to guarantee certain obligations of Parent and Merger Sub under the Agreement.

The Company's Board of Directors, acting upon the unanimous recommendation of the special committee of independent directors formed by the Board of Directors (the "Special Committee"), unanimously approved the Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger and the transactions contemplated thereby (the "Transactions"), including the Merger, and resolved to recommend that the Company's shareholders vote to approve the Agreement and the Transactions, including the Merger. The Special Committee, which is composed solely of independent directors who are unaffiliated with Parent, Merger Sub, any member of the Buyer Group or management of the Company, exclusively negotiated the terms of the Agreement with the Buyer Group with the assistance of its independent financial and legal advisors.

The Merger, which is currently expected to close in the second half of 2015, is subject to customary closing conditions, including the approval by an affirmative vote of shareholders holding two-thirds or more of the votes represented by the Ordinary Shares (including Ordinary Shares represented by ADSs) present and voting in person or by proxy as a single class at the extraordinary general meeting, which will be convened to consider the approval of the Agreement and the Transactions, including the Merger. The Buyer Group beneficially owns sufficient Ordinary Shares to approve the Agreement and the Transactions, including the Merger, and has agreed to vote in favor of such approval. If completed, the Transactions will result in the Company becoming a privately-held company and its ADSs will no longer be listed on NASDAQ.

HONG KONG, December 8, 2014 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, "Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, has been informed that Yili Shengda Investment Holdings (Hong Kong) Company Limited ("Yili"), a company formed under the laws of Hong Kong and an affiliate of the Company's acting CEO, Mr. Yingfeng Zhang, and certain of Yili's affiliates filed a statement on Schedule 13D (the "13D Statement") with respect to Shanda Games on December 5, 2014. According to the 13D Statement, Ningxia Yilida Capital Investment Limited Partnership ("Ningxia Yilida"), a limited partnership organized under the laws of the People's Republic of China and the sole shareholder of Yili, and Ningxia Zhongyincashmere International Group Co., Ltd. ("Ningxia" and, together with Ningxia Yilida, the "Consortium"), a company formed under the laws of the People's Republic of China, entered into a consortium agreement on December 5, 2014 pursuant to which they have agreed to form a consortium to acquire the Company in a "going private" transaction (the "Proposed Transaction"). As previously announced, the board of directors (the "Board") of the Company received a preliminary non-binding proposal letter (the "SNDA Proposal") dated January 27, 2014 from a consortium (the "SNDA Consortium") then consisting of Shanda Interactive Entertainment Limited ("Shanda Interactive"), the then-controlling shareholder of the Company, and certain other parties. According to the SNDA Proposal, the SNDA Consortium proposed to acquire the Company in a "going private" transaction forUS$3.45 per Class A Share or Class B Share, or US$6.90 per ADS (the "SNDA Proposal"). Subsequently, (i) the Board formed a special committee (the "Special Committee") of independent directors which is authorized to consider the SNDA Proposal and other alternative proposals or competing offers and make recommendations to the Board; and (ii) Shanda Interactive sold all ordinary shares of the Company held by it to various parties, including Ningxia and its affiliates and Yili, and informed the Company that it did not intend to remain a member of the SNDA Consortium. Currently, (i) Ningxia and its affiliates collectively own Class A Shares and Class B Shares representing approximately 24.1% of the Company's issued and outstanding ordinary shares as of October 20, 2014 and approximately 40.1% of the total number of votes represented by the Company's issued and outstanding ordinary shares as of October 20, 2014; and (ii) Yili owns Class B Shares representing approximately 9.1% of the Company's issued and outstanding ordinary shares as of October 20, 2014 and approximately 34.5% of the total number of votes represented by the Company's issued and outstanding ordinary shares as of October 20, 2014.

The Special Committee has not set a definitive timetable for the completion of its evaluation of the Proposed Transaction or any other alternative transaction (if any) and does not currently intend to announce developments unless and until an agreement has been reached. The Company cautions its shareholders and others considering trading its securities that there can be no assurance that any definitive agreement will be executed relating to the Proposed Transaction, or that the Proposed Transaction or any other transaction will be approved or consummated.

HONG KONG, November 27, 2014 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, "Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, has been informed by Shanda Interactive Entertainment Limited ("Shanda Interactive"), the former controlling shareholder of Shanda Games, of the completion of the sale by Shanda SDG Investment Limited ("Shanda SDG"), a wholly owned subsidiary of Shanda Interactive, of (i) 48,759,187 class B ordinary shares of the Company ("Class B Shares") to Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited ("Zhongrong"), a company formed under the laws of Hong Kong and an affiliate of Ningxia Zhongyincashmere International Group Co., Ltd. ("Ningxia"), and (ii) 48,759,187 Class B Shares to Yili Shengda Investment Holdings (Hong Kong) Company Limited ("Yili"), a company formed under the laws of Hong Kong and an affiliate of the Company's acting CEO, Mr. Yingfeng Zhang ((i) and (ii) together, the "Sale"). As previously announced, Ningxia also entered into a share purchase agreement with Shanda SDG to purchase 80,577,828 class A ordinary shares of the Company ("Class A Shares"), and the Company has been informed by Ningxia that, pursuant to the share purchase agreement, an affiliate of Ningxia completed such purchase on September 23, 2014. Upon the completion of the Sale, (i) Shanda Interactive no longer beneficially owns any ordinary shares of the Company; (ii) Ningxia and its affiliates collectively own Class A Shares and Class B Shares representing approximately 24.1% of the Company's issued and outstanding ordinary shares as of October 20, 2014 and approximately 40.1% of the total number of votes represented by the Company's issued and outstanding ordinary shares as of October 20, 2014; and (iii) Yili owns Class B Shares representing approximately 9.1% of the Company's issued and outstanding ordinary shares as of October 20, 2014 and approximately 34.5% of the total number of votes represented by the Company's issued and outstanding ordinary shares as of October 20, 2014.

As previously announced, the board of directors (the "Board") of the Company has received a preliminary non-binding proposal letter dated January 27, 2014 (the "Proposal") from a consortium (the "Consortium") formed pursuant to the consortium agreement dated as of January 27, 2014 (the "Consortium Agreement") among Shanda Interactive and certain other parties, and, among other subsequent changes to the composition of the Consortium, Ningxia joined the Consortium by entering into an adherence agreement on September 1, 2014. According to the Proposal, the Consortium proposes to acquire Shanda Games in a "going private" transaction for US$3.45 per Class A Share or Class B Share, or US$6.90 per American depositary share (each representing two Class A Shares). The Company has been informed by Shanda Interactive that it does not intend to remain a member of the Consortium following the completion of the Sale. In addition, the Company has been informed by each of Mr. Yingfeng Zhang and Ningxia, on his/its own behalf, that he/it intends to continue pursuing the proposed "going private" transaction. The Proposal states that it constitutes only a preliminary indication of interest and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. The Company cautions its shareholders and others considering trading its securities that there can be no assurance that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

In addition, Shanda Games today announced the following changes to the Board and the Compensation Committee and the Corporate Development and Finance Committee of the Board:

• Mr. Tianqiao Chen resigned as a director of the Company and stepped down as the chairman of the Board and the chairman of the Compensation Committee and the Corporate Development and Finance Committee of the Board.
• Mr. Yingfeng Zhang, the acting CEO of the Company, is appointed as the chairman of the Board and the chairman of the Compensation Committee and the Corporate Development and Finance Committee of the Board.
• Mr. Shengming Ma, the chairman of the board of directors of Ningxia, is appointed as a director of the Company.
• Mr. Li Yao, a director of the Company, is appointed as a member of the Compensation Committee and the Corporate Development and Finance Committee of the Board.

Mr. Shengming Ma has served as a supervisor of Ningxia Zhongyin Cashmere Co., Ltd. for consecutive terms since December 2007 and the chairman of the board of supervisors of Ningxia Zhongyin Cashmere Co., Ltd. since September 2014. Mr. Ma has also served as the chairman of the board of directors of Ningxia since December 2007, the chairman of the board of directors of Ningxia Zhongyin Datang Hotel Co., Ltd. since July 2009, and the chairman of the board of directors of Ningxia Zhongyin Cashmere Group New Energy Co., Ltd. since March 2013. Mr. Ma also served as the legal representative of Ningxia Lingwu Zhongyin Cashmere Co., Ltd. from 1996 to December 2007. From 1986 to 1996, Mr. Ma worked for Lingwu Trade Co.

Finally, as previously announced, Mr. Andy Lin has resigned from the special committee of independent directors (the "Special Committee") formed by the Board to evaluate the Proposal due to his affiliation with Orient Finance Holdings (Hong Kong) Limited, another party to the Consortium Agreement. In connection with his resignation from the Special Committee, Mr. Lin also resigned as a member of the Audit Committee of the Board. Prior to his resignation, Mr. Lin was the chairman of the Audit Committee and qualified as an audit committee financial expert under the applicable Securities and Exchange Commission rules and as a financially sophisticated audit committee member under Rule 5605(c)(2)(A) of the NASDAQ Listing Rules (a "Financial Expert"). In connection with Mr. Lin's resignation, Mr. Heng Wing Chan was appointed as the chairman of the Audit Committee, and the Audit Committee currently consists of two members, Mr. Heng Wing Chan and Mr. Yong Gui. The Board has also authorized the Company to initiate a search for a potential director candidate who will (i) qualify as an "independent director" within the meaning of Rule 5605(a)(2) of the NASDAQ Listing Rules and (ii) qualify as a Financial Expert.

HONG KONG, October 28, 2014 /PRNewswire/ -- Shanda Games Limited ("Shanda Games," or the "Company") (NASDAQ: GAME), a leading online game developer, operator and publisher in China, today announced that Mr. Xiangdong Zhang has stepped down as CEO of the Company and has been removed from the Board of Directors and the Compensation Committee and the Corporate Development and Finance Committee with immediate effect. Mr. Yingfeng Zhang has been appointed as acting CEO and the Board will begin a global search for a permanent successor. Mr. Yingfeng Zhang has also been appointed as a member of the Board, the Compensation Committee and the Corporate Development and Finance Committee.

"I would like to thank the Board for giving me the opportunity to work with Shanda Games again," commented Mr. Yingfeng Zhang, acting CEO of Shanda Games. "I witnessed Shanda Games' legendary growth from a small franchise into the leading online game developer and operator in China and I am glad that I have the opportunity to come back. Despite the challenges the games industry is facing today, I am confident in the dedicated management team of Shanda Games and its intelligent and responsible employees. I look forward to working with them to turn the Company onto a growth path again."

Mr. Yingfeng Zhang joined Shanda Interactive Entertainment ("Shanda Interactive") in 2001 and is currently a vice president of Shanda Interactive. Mr. Zhang was the head of the legal and IP department of Shanda Interactive and in charge of screening, negotiations and licensing of online games, including Mir II. After the spinoff of Shanda Games in 2009, Mr. Zhang served as the general counsel and vice president of Shanda Interactive as well as a partner of Shanda Capital. On behalf of Shanda Interactive, he was involved in the daily operations of various subsidiaries of Shanda Interactive including Hangzhou Bianfeng Networking Technology Co., Ltd. ("Bianfeng"), Haofang Co., Ltd. ("Haofang") and Shanda Games. Mr. Zhang also has extensive experience in capital market transactions and participated in the initial public offering of Shanda Interactive and Shanda Games, the privatization of Shanda Interactive, and the trade sale of Bianfeng and Haofang. Before joining Shanda Interactive, Mr. Zhang worked with Shanghai Hujiang Law Firm. Mr. Zhang received his bachelor's degree in law from East China University of Political Science and Law and his LL.M. degree from SMU Dedman School of Law.

As previously announced on January 27, 2014, the Board has received a preliminary non-binding proposal letter dated January 27, 2014 from Shanda Interactive Entertainment Limited and certain other parties to acquire the Company in a "going private" transaction (the "Proposal"). The Company has been informed by Shanda Interactive that the Proposal is unchanged and the special committee established by the Board to evaluate the Proposal (the "Special Committee") is continuing to do so. The Company cautions its shareholders and others considering trading its securities that neither the Board nor the Special Committee has made any decision with respect to the Company's response to the Proposal. There can be no assurance that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

Second Quarter 2014 Unaudited Results

• Net revenues were RMB964.4 million (US$156.7 million), down 2.8% QoQ and 11.8% YoY.
• Earnings per diluted ADS were RMB1.20 (US$0.20), compared with RMB1.24 in Q1 2014 and RMB1.92 in Q2 2013.

HONG KONG, September 4, 2014 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, "Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, today announced that the Company's board of directors (the "Board") has reconstituted the special committee of independent directors (the "Special Committee") formed by the Board to evaluate the preliminary non-binding proposal dated January 27, 2014 (the "Proposal") received by the Board from Shanda Interactive Entertainment Limited, the controlling shareholder of the Company, in consortium with certain other investors (together, the "Consortium") to acquire the Company in a "going private" transaction.

The Special Committee previously had been comprised of Andy Lin, Heng Wing Chan and Yong Gui. 

As previously announced, a change in the composition of the Consortium has resulted in the admission of Orient Finance Holdings (Hong Kong) Limited ("Orient Finance"), among others, as a new member of the Consortium.

Mr. Lin has informed the Company that he is the chief executive officer of China Universal Asset Management Co., Ltd. China Universal Asset Management Co., Ltd. and Orient Finance are under common control of Orient Securities Company Limited. Given Mr. Lin's affiliation with Orient Finance, he has resigned from the Special Committee, and the Board has reconstituted the Special Committee to consist of two independent directors, Mr. Chan and Mr. Gui, who are not affiliated with any member of the Consortium, to consider and evaluate the Proposal. The Special Committee will continue to be advised by Bank of America Merrill Lynch as its financial advisor and Sullivan & Cromwell LLP as its U.S. legal counsel.

The Company cautions its shareholders and others considering trading its securities that neither the Board nor the Special Committee has made any decision with respect to the Company's response to the Proposal. There can be no assurance that any definitive offer will be made by the Consortium or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

HONG KONG, September 3, 2014 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, "Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, has been informed by Shanda Interactive Entertainment Limited, the controlling shareholder of Shanda Games ("Shanda Interactive"), of the following changes to the consortium (the "Consortium") formed pursuant to the consortium agreement dated as of January 27, 2014 (the "Consortium Agreement") among Shanda Interactive, Primavera Capital (Cayman) Fund I L.P. ("Primavera"), Perfect World Co., Ltd. ("Perfect World") (which became a party on April 18, 2014 by entering into an adherence agreement), FV Investment Holdings (which became a party on April 25, 2014 by entering into an adherence agreement) and CAP IV Engagement Limited (which became a party on May 19, 2014 by entering into an adherence agreement):

• Orient Finance Holdings (Hong Kong) Limited, a company limited by shares incorporated and existing under the laws of Hong Kong and an affiliate of Orient Securities Company Limited ("Orient Finance"), Shanghai Buyout Fund L.P., a limited partnership formed under the laws of the People's Republic of China and an affiliate of Haitong Securities Co., Ltd. ("Haitong"), and Ningxia Zhongyincashmere International Group Co., Ltd. ("Ningxia"), a company formed under the laws of the People's Republic of China have joined the Consortium as new members through adherence agreements to become parties to the Consortium Agreement.
• Orient Finance has entered into a share purchase agreement with Shanda SDG Investment Limited, a wholly owned subsidiary of Shanda Interactive ("Shanda SDG Investment") to purchase 123,552,669 class A ordinary shares of the Company, representing 23% of the total ordinary shares (including class A ordinary shares and class B ordinary shares) of the Company outstanding as of August 31, 2014. Haitong has entered into share purchase agreements with Shanda SDG Investment, Primavera and Perfect World to purchase an aggregate of 107,438,129 class A ordinary shares of the Company, representing 20% of the total ordinary shares (including class A ordinary shares and class B ordinary shares) of the Company outstanding as of August 31, 2014. Ningxia has entered into a share purchase agreement with Shanda SDG Investment to purchase 80,577,828 class A ordinary shares of the Company, representing 15% of the total ordinary shares (including class A ordinary shares and class B ordinary shares) of the Company outstanding as of August 31, 2014. The transactions contemplated by the various share purchase agreements described above are expected to be consummated within 30 days, subject to customary closing conditions.
• Primavera, Perfect World, FV Investment Holdings, and CAP IV Engagement Limited have withdrawn from the Consortium.

As previously announced, the Consortium submitted a preliminary non-binding proposal letter dated January 27, 2014 (the "Proposal") to the board of directors of Shanda Games (the "Board"). The Company has been informed by Shanda Interactive that, other than the change in the composition of the Consortium as described above, the Proposal is unchanged. According to the Proposal, the Consortium proposes to acquire Shanda Games in a "going private" transaction for US$3.45 per class A or class B ordinary share of Shanda Games, or US$6.90 per ADS. The Proposal states that it constitutes only a preliminary indication of interest and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. The Company cautions its shareholders and others considering trading its securities that there can be no assurance that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

The Company has been informed that one of its independent directors, Mr. Andy Lin, is affiliated with one of the new members of the Consortium, Orient Finance. Accordingly, Mr. Lin has proposed to the Company that the Board, and the Company expects that the Board will, reconstitute the special committee formed by the Board to consider and evaluate the Proposal to consist of independent directors who are not affiliated with any members of the Consortium.

BEIJING, September 3, 2014 /PRNewswire/ -- Perfect World Co., Ltd. (NASDAQ: PWRD) ("Perfect World" or the "Company"), a leading online game developer and operator based in China, today announced that it has entered into a definitive agreement to sell a total of 30,326,005 class A ordinary shares of Shanda Games Limited (NASDAQ: GAME) ("Shanda Games"), being the entire equity interest that Perfect World previously acquired. Pursuant to the agreement, the Company will sell these shares to Shanghai Buyout Fund L.P., a third party unrelated to Perfect World, at a premium for a total consideration of US$104,624,717 in cash. The transaction is expected to be consummated in 30 days, subject to the satisfaction of customary closing conditions.

In addition, Perfect World has also entered into an agreement to withdraw from a consortium (the "Consortium") to which the Company had joined per an adherence agreement to the consortium agreement dated as of January 27, 2014 between Shanda Interactive Entertainment Limited, the controlling shareholder of Shanda Games, and Primavera Capital (Cayman) Fund I L.P., an affiliate of Primavera Capital Limited, in the proposed "going private" transaction with respect to Shanda Games. The Consortium had submitted a preliminary non-binding proposal letter dated January 27, 2014 (the "Proposal") to the board of directors of Shanda Games, whereby the Consortium proposed to acquire Shanda Games in a "going private" transaction for US$3.45 per class A or class B ordinary share of Shanda Games, or US$6.90 per ADS. The Proposal constitutes only a preliminary indication of the interest of the Consortium and is subject to negotiation and execution of definitive agreements relating to the proposed acquisition transaction. Upon the withdrawal on September 1, 2014, Perfect World ceased to be a member of the Consortium.

First Quarter 2014 Financial Results

• Net revenues were RMB992.1 million (US$161.3 million), down 3.6% QoQ and 9.6% YoY.
• Earnings per diluted ADS were RMB1.24 (US$0.20), compared with RMB1.34 in Q4 2013 and RMB1.48 in Q1 2013.

"During the first quarter of 2014, net revenues generated from MMO games grew as we added new versions to our existing portfolio and expanded into new regions," commented Mr. Xiangdong Zhang, Chief Executive Officer of Shanda Games. "Average monthly active users increased significantly overseas thanks in part to Dragon Nest's continued strong performance in Europe. This demonstrates the strength of our franchises and the enduring appeal our portfolio brings to users as we introduce our unique content. We are currently hard at work preparing for the launch of a number of new mobile games which we are all excited for. We will continue to focus on leveraging our years of operational experience and competitive advantage to seek out new opportunities."

HONG KONG, May 19, 2014 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, "Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, has been informed by Shanda Interactive Entertainment Limited ("Shanda Interactive"), the controlling shareholder of Shanda Games, that CAP IV Engagement Limited, an affiliate of Carlyle Asia Partners IV, L.P., entered into an adherence agreement on May 19, 2014 to become a party to the consortium agreement dated as of January 27, 2014 among Shanda Interactive, Primavera Capital (Cayman) Fund I L.P., an affiliate of Primavera Capital Limited, Perfect World Co., Ltd. (which became a party on April 18, 2014 by entering into an adherence agreement) and FV Investment Holdings (which became a party on April 25, 2014 by entering into an adherence agreement), an affiliate of FountainVest Partners, and participate as a new member of the consortium (the "Consortium") in the proposed "going private" transaction with respect to Shanda Games.

The Consortium submitted a preliminary non-binding proposal letter dated January 27, 2014 (the "Proposal") to the board of directors of Shanda Games. According to the Proposal, the Consortium proposed to acquire Shanda Games in a "going private" transaction for US$3.45 per class A or class B ordinary share of Shanda Games, or US$6.90 per ADS. According to the Proposal, the proposed transaction is intended to be financed with a combination of equity capital funded by the Consortium members and third-party debt. The Proposal states that it constitutes only a preliminary indication of interest and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. The Company cautions its shareholders and others considering trading its securities that there can be no assurance that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

Fourth Quarter Non-GAAP Financial Resuts ⁽¹⁾

• Net revenues were RMB1,029.3 million (US$168.8 million), down 8.5% QoQ and 6.0% YoY.
• Earnings per diluted ADS were RMB1.34 (US$0.22), compared with RMB1.60 in Q3 2013 and RMB1.46 in Q4 2012.

"Our mobile game revenues for 2013 grew significantly year-over-year as we worked to expand our mobile game portfolio across multiple regions," commented Mr. Xiangdong Zhang, Chief Executive Officer of Shanda Games. "Recently, Shanda Games received seven awards at the China Game Industry Annual Conference, including the Most Anticipated Mobile Game which I believe demonstrates the buzz our future pipeline is currently creating and the direction we are headed in as a company. We continue to expand our mobile game pipeline in China and overseas as we look forward to the launch of our two most anticipated MMO's, 'Final Fantasy XIV' and 'Dungeon Striker,' later this year. I am confident that our strategy has aligned our competitive advantages and years of experience with the long-term fundamentals of the online game industry."

HONG KONG, March 6, 2014 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, "Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, today announced that in response to the preliminary non-binding proposal dated January 27, 2014 (the "Proposal") to acquire the Company in a "going private" transaction, the special committee of independent directors (the "Special Committee") has selected Bank of America Merrill Lynch as its financial advisor.

As previously announced, the Proposal contemplates Shanda Interactive Entertainment Limited, the controlling shareholder of the Company, and an affiliate of Primavera Capital Limited (together, the "Consortium") and other persons which may join the Consortium, acquiring the Company for US$3.45 per class A or class B ordinary share, or US$6.90 per American depositary share (each representing two class A ordinary shares) (each an "ADS").

The Special Committee has not set a definitive timetable for the completion of its evaluation of the proposed transaction or any other alternative transaction (if any) and does not currently intend to announce developments unless and until an agreement has been reached. There can be no assurance that any definitive offer will be made by the Consortium or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

HONG KONG, January 29, 2014 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, "Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, today announced that in response to the preliminary non-binding proposal dated January 27, 2014 (the "Proposal") received by the Company's Board of Directors (the "Board") from Shanda Interactive Entertainment Limited, the controlling shareholder of the Company, and an affiliate of Primavera Capital Limited (together, the "Consortium") to acquire the Company in a "going private" transaction, the Board has formed a special committee of independent directors who are not affiliated to any member of the Consortium (the "Special Committee") consisting of Andy Lin, Yong Gui and Heng Wing Chan to evaluate the Proposal. The Special Committee intends to retain advisors, including an independent financial advisor and legal counsel, to assist it in its evaluation.

The Company cautions its shareholders and others considering trading its securities that neither the Board nor the Special Committee has made any decision with respect to the Company's response to the Proposal. There can be no assurance that any definitive offer will be made by the Consortium or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

SHANGHAI, January 27, 2014 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, "Shanda Games" or the "Company"), a leading online game developer, operator and publisher in China, today announced that its Board of Directors (the "Board") has received a preliminary non-binding proposal letter dated January 27^th, 2014 (the "Proposal") from Shanda Interactive Entertainment Limited, the controlling shareholder of the Company, and an affiliate of Primavera Capital Limited (together, the "Consortium"). According to the Proposal, the Consortium proposed to acquire the Company in a "going private" transaction for US$3.45 per class A or class B ordinary share, or US$6.90 per American depositary shares (each representing two class A ordinary shares) (each an "ADS"). Based on the offer price, the Proposal values the Company at approximately US$1.9 billion in fully enlarged equity value. According to the Proposal, the offer price represents a premium of 21.3% to the Company's volume-weighted average price of its ADSs on January 24, 2014 and a premium of 44.4% to the volume-weighted average price of its ADSs during the last 30 trading days.

As of January 27, 2014, the Consortium members beneficially owned, in the aggregate, approximately 76.2% of the Company's outstanding shares.

According to the Proposal, the proposed transaction is intended to be financed with a combination of equity capital funded by the Consortium members and third-party debt. The Consortium's proposal letter states that its proposal constitutes only a preliminary indication of its interest and is subject to negotiation and execution of definitive agreements relating to the proposed transaction. A copy of the proposal letter is attached hereto as Exhibit A.

The Board is reviewing and evaluating the Consortium's Proposal, and the Company expects that the Board will form a special committee consisting of independent directors to evaluate and, if appropriate, negotiate the Proposal and to consider other strategic options available to the Company.

The Company cautions its shareholders and others considering trading its securities that the Board has just received the proposal letter and has not made any decision with respect to the Company's response to the Proposal. There can be no assurance that any definitive offer will be made by the Consortium or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.

Third quarter 2013 Unaudited Financial Results

• Net revenues were RMB1,124.7 million (US$182.9 million), an increase of 2.9% fromRMB1,093.1 million in the second quarter of 2013 and an increase of 3.3% from RMB1,088.9 million in the third quarter of 2012. 
• Earnings per diluted ADS were RMB1.60 (US$0.26), compared with RMB1.92 in Q2 2013 and RMB1.60 in Q3 2012. 

"We continued our solid start to the year by growing our mobile game revenues 50.3% sequentially, accounting for 13.6% of our total revenues during the third quarter of 2013," commented Mr. Xiangdong Zhang, Chief Executive Officer of Shanda Games.  "I am pleased with our mobile game performance during the quarter and am proud of what we have accomplished thus far.  In addition to 'Million Arthur's successful launch in Korea, Taiwan and China, we are now in the final stages of preparation for its launch in Singapore and Malaysia.  We look forward to building upon its success with a number of new mobile games in the pipeline including 'Guardian Cross,' 'Dragon Nest: Labyrinth' as well as 'Hell Lord.'  We will continue to add to our mobile games pipeline going forward.

"At the same time, we continued to improve our mobile game platform 'G-Home' and invest in our MMO games.  We have been working on the integration of our distribution channels and customer service teams with the 'G-Home' platform.  We recently completed the first round of closed-beta testing of 'Final Fantasy XIV' in China with favorable user feedback.  'Dungeon Striker' is also on schedule to launch in Japan and China next year.  In addition, we are preparing for closed-beta testing of 'Age of Dawn' next year.

"Looking forward into 2014, we expect to have a strong product pipeline in both MMOs and mobile games.  With a committed community of users, great games, strong distribution platforms and focused execution, I remain confident in our long term potential."

HONG KONG, September 30, 2013 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, "Shanda Games" or "the Company"), a leading online game developer, operator and publisher in China, today announced that its parent company, Shanda Interactive Entertainment ("Shanda Interactive"), has been granted a permit to open a new subsidiary to conduct business in the newly established China (Shanghai) Pilot Free Trade Zone. Shanda Interactive is the only privately-owned Internet company among the first 36 companies to enter the free trade zone and participated in the opening ceremony of the free trade zone in Shanghai on September 29, 2013. Shanda International, the newly-established subsidiary, is expected to benefit from a series of more liberal policies that are exclusive to the free trade zone in the areas of, among other things, foreign exchange, banking and finance, telecommunications and foreign investment.

"We are glad that Shanda Group was permitted to enter the free trade zone and we believe that this will further enhance our overseas businesses," said Mr. Xiangdong Zhang, Chief Executive Officer of Shanda Games. "As part of our ongoing effort to achieve growth globally, we have been proactively marketing online game content derived from Chinese culture to markets around the world. To date, our games have gained presence in 91 countries and regions. We have further supported this effort by building up our R&D centers and game operations abroad. In the first half of 2013, revenues from our overseas businesses accounted for approximately 17% of our total revenues. We hope that the new policies of the free trade zone will give us more leeway to reduce operating and transactional costs and thus allow us to transact our international businesses in a more efficient way. We also wish to benefit from the overall growth of Shanda Group as Shanda Group benefits from these promising initiatives."

Mr. Robert Chiu, President of Shanda Interactive, commented, "Shanghai, as well as China, is witnessing a surge of new opportunities and we are lucky to be part of it. We are also deeply honored to be among the first ones given this unprecedented opportunity to share the future of the free trade zone. We are enthusiastic about the initiatives of the free trade zone as well as the great potential they may bring to the industry and to our businesses. We plan to take advantages of the new regulations in finance, foreign exchange and other areas to develop new businesses and further solidify our leading position in China's Internet industry through various innovations."

Second quarter 2013 Financial Results

Non-GAAP Financial Highlights ⁽¹⁾

• Net revenues were RMB1,085.1 million (US$175.6 million), flat QoQ and down 4.0% YoY.
• Gross profit was RMB716.4 million (US$115.9 million), up 0.4% QoQ and down 1.3% YoY. Gross margin was 66.0%, up from 65.8% in Q1 2013 and 64.2% in Q2 2012.
• Operating income was RMB326.5 million (US$52.8 million), down 2.9% QoQ and 16.5% YoY. Operating margin was 30.1%, compared with 31.0% in Q1 2013 and 34.6% in Q2 2012.
• Net income attributable to the Company's shareholders was RMB400.5 million (US$64.8 million), up 45.5% QoQ and 18.9% YoY. Net margin was 36.9%, up from 25.4% in Q1 2013 and 29.8% in Q2 2012.
• Earnings per diluted ADS were RMB1.50 (US$0.24), up 47.1% from RMB1.02 in Q1 2013 and 25.0% from RMB1.20 in Q2 2012

CEO Remarks

"During the second quarter of 2013, we continued to build upon and sustain the success made over the past few quarters as we made significant progress in our mobile game business and pushed forward with our long-term strategy to expand our MMO portfolio," said Mr. Xiangdong Zhang, Chief Executive Officer of Shanda Games. "On the mobile game font, 'Million Arthur' continued its success with its recent launch in China last month when it immediately became the second top grossing app across all categories on Apple's App Store in China. Driven by its strong performance in China, we expect our mobile game revenues to grow approximately 50% quarter-over-quarter and account for over 10% of total net revenues during the third quarter of 2013. With 36 mobile titles currently in our pipeline, we look forward to expanding our revenue streams and will continue to seek out new and exciting opportunities."

"In-line with our mobile strategy we recently launched 'G-Home' mobile platform. We intended to build this platform into a 'flagship game center' which can vertically integrate high-end users, high-quality contents and premier services. With the acquisition of the operating and distribution platform (www.sdo.com), we believe 'G-Home' will play an important role in facilitating the success of each mobile game and further solidifying our mobile business. We also plan to leverage our 'G-Home' to accumulate users and cross sell our MMO games. We believe that 'G-Home' will aid us in stabilizing and broadening our MMO user base and growing revenue as it will remove the barriers between our MMO and mobile users allowing for an easy transition. We aim to attract 50% of our MMO users to 'G-Home' by the end of this year."

"At the same time, we continue to devote resources towards our MMO games by focusing on keeping gamers engaged and launching high-quality contents. We plan to launch expansion packs for our key games 'Mir II,' 'Woool' and 'Dragon Nest' in the next few months. Additionally, 'World Zero,' 'Dungeon Striker' and 'Final Fantasy XIV' are progressing well as they move through the different stages of beta testing. We have built a solid pipeline for our MMO game business over the next couple of years and look forward to rejuvenating and bringing these proven franchises to new gamers across the globe."

Business Outlook

The Company currently expects its net revenues in the third quarter of 2013 to increase between 3-4% from the second quarter, driven primarily by the successful launch of its mobile game "Million Arthur" in China. Mobile game revenues in the third quarter of 2013 are projected to grow approximately 50% from the second quarter and account for over 10% of total net revenues. With the acquisition of the operating and distribution platform business from its parent company Shanda Interactive, the Company estimates its gross margin and non-GAAP operating margin in the third quarter of 2013 to be approximately 71-72% and 42-43%, respectively. Excluding the impact of the acquisition, Shanda Games' gross margin in the third quarter of 2013 is projected to be approximately 63-64%, compared with 64.6% in the second quarter, mainly due to a shift in revenue mix as revenues from licensed games are expected to become a larger portion of total revenues, and non-GAAP operating margin in the third quarter of 2013 is projected to decline modestly from its second quarter non-GAAP operating margin of 30.1% as a result of the small decline in gross margin in the third quarter.

BEIJING, August 20, 2013 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, "Shanda Games"), a leading online game developer, operator and publisher in China, today announced, as part of its efforts to further strengthen the mobile strategy, the launch of "G-Home", a mobile game platform and 36 new mobile games in the pipeline.

Shanda Games' Chief Executive Officer, Mr. Xiangdong Zhang, and President, Mr. Tunghai Chien, spoke today at the Company's mobile conference "Mobile is the Future" in Beijing. The conference was kicked off with a series of numbers listed by Mr. Zhang that capsulized the achievements Shanda Games has made in 12 years -- cumulatively a total of approximately 1.8 billion accounts, 1 billion active accounts, and 100 million paying accounts. Among the 100 million paying accounts, 20 million are active VIP accounts who have contributed a total of approximately RMB24 billion to Shanda Games' revenues. This group of committed users constitutes the most valuable internet user base in the industry.

Encompassing various functions including Uni-Passport, Uni-Virtue Currency, Customer Services, G-Q Social Community and G-Games, the App G-Home positions itself as a "flagship game center" aiming to vertically integrate high-end users, high-quality contents and premier services. G-Home plans to publish only the top 1% of mobile games selected from the market. With G-Home, users will no longer face the dilemma of choosing one game out of millions and will be able to easily locate games that appeal to them through the functions the platform offers.

Once a game is selected to be published on G-Home platform, the game developer is expected to be compensated by one or more of the following: a guaranteed minimum amount, revenue sharing and a lump sum payment.  The user base and the publishing-distribution functions the platform has will facilitate the games to receive a higher hit ratio without additional promotion costs by the developers.  Shanda Games also plans to open to developers its user database and community in order to help them analyze user behaviors and preferences for the purpose of optimizing the games.

The games will be disseminated and marketed primarily through the Company's extensive distribution network and operating platforms embedded in G-Home.  G-Home also plans to collaborate with third-party platforms and markets with respect to its games through revenue sharing arrangements or to allow users to access G-Home directly on third-party platforms. The Company believes this distribution model will enable the games to rapidly reach a vast audience.

Along with the acquisition of the operating and distribution platform (www.sdo.com), the launch of G-Home again reflects the strategic foresight of Shanda Games' management to take full advantage of the transition from PC to mobile. It is an effort to integrate and mobilize this platform and the Company expects to create synergies and facilitate the launch and operation of future mobile games by leveraging the unified account authentication, payment and billing services, user behavior database, membership system, prepaid card distribution channels, and customer services provided by this mobilized platform through G-Home.

"G-Home" is expected to be launched in China, South Korea, Taiwan and Singapore. The Company wishes to build "G-Home" into one of the most valuable flagship game centers in the industry.

HONG KONG, July 28, 2013 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, "Shanda Games" or "the Company"), a leading online game developer, operator and publisher in China, announced today that it has entered into definitive agreements to acquire affiliates providing user and payment platform services from its parent company Shanda Interactive Entertainment Limited ("Shanda Interactive").

The Company expects to achieve the following through this transaction:

• Facilitate the establishment of the Company's mobile platform
• Improve the Company's cost structure and earnings per share
• Improve the Company's use of cash
• Eliminate recurring related-party transactions and settle related-party loans

Shanghai Shengzhan Networking Technology Co., Ltd. ("Shengzhan") and Tianjin Shengjing Trade Co., Ltd. ("Shengjing") are both entities under the common control of Shanda Interactive. Shanda Games pays service fees to both companies for services including online billing, user authentication, customer service, anti-fatigue compliance, data support services, and prepaid card marketing and distribution.  In the first quarter of 2013, service fees paid to Shengzhan and Shengjing represented approximately 21.3% of Shanda Games' total net revenues.

Shengzhan owns the Shanda Pass database which contains account information, including registration, payment and other user-behavior data that gamers use to access games operated by Shanda Games and an experienced customer service team which handles approximately nine million interactions with game users on average per month.  The customer service team was awarded the Best Call Center in China for eight consecutive years from 2005 to 2012 by the China Federation of IT Promotion under the auspices of the Ministry of Industry and Information Technology and has received a five-star certification from the International Customer Management Institute.  Shengjing owns approximately 180,000 prepaid card distribution channels nationwide, through which over two million real and virtual prepaid cards were sold monthly on average.

Shanda Games' board of directors formed a special committee of independent directors consisting of Mr. Andy Lin (chair), Mr. Heng Wing Chan and Mr. Yong Gui ("Special Committee"), to consider, evaluate and negotiate the transaction.  The Special Committee was advised by outside legal counsel  Davis Polk & Wardwell LLP and financial advisor Ernst & Young which delivered a fairness opinion as to the consideration payable by Shanda Games in the transaction.  Shanda Games' board of directors, acting upon the unanimous recommendation of the Special Committee, approved the transaction.

The aggregate consideration for the transaction is US$811.5 million, subject to closing adjustments and payable in a combination of cash, deferred payments and settlement of an outstanding loan receivable from Shanda Interactive. Shanda Games' cash, cash equivalents, short-term investments, and restricted cash, net of loans and dividend payable, totaled US$556 million as of March 31, 2013.

Mr. Tianqiao Chen, Chairman of Shanda Games' Board of Directors, commented, "Through this transaction, the Board aims to strengthen Shanda Games both strategically and financially.  The acquisition is a strong step forward in strengthening our mobile business, which now forms an integral part of our strategy. For mobile games, platforms play a more important role than each individual game as mobile games tend to be smaller in scale and with shorter lifecycle than MMO games. Combining our cumulative expertise and resources in the online gaming industry, we will leverage the customer database and distribution channels operated by Shengzhan and Shengjing to build a consolidated mobile game platform. The recent success of our mobile game Million Arthur in China demonstrated the great potential Shengzhan and Shengjing platforms have, on which we rely solely for promoting the game. We believe this transaction will provide us with numerous synergies to establish our mobile platform and accelerate growth in our business. After further integrating our businesses, we plan to release the renewed and refined mobile strategy and products in the near term."

"In addition, this transaction removes two cost components from our cost structure and is projected to improve our EPS by approximately 40-50%," Mr. Chen continued.  "It puts our large cash position to a much better use and also eliminates two recurring related-party transactions and settles an outstanding loan receivable from Shanda Interactive.  More importantly, the transaction will enable Shanda Games to become a truly integrated online gaming company.  With an in-house customer service team and the control of customer database and distribution channels, Shanda Games will be able to enhance game players' experience and to reach out to users more efficiently."  

The transaction, which is subject to customary closing conditions, is expected to close in the third quarter of 2013.

HONG KONG, June 3, 2013 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, " Shanda Games " or "the Company"), a leading online game developer, operator and publisher in China, announced today that its majority-owned subsidiary Actoz Soft Co., Ltd. (KOSDAQ: 052790.KQ) fixed the subscription price for the newly issued shares in the recent proposed rights offering in Korea onMay 30, 2013.

The subscription price is successfully set to be KRW40,150 (USD35.6) per share.  Under the previous announcement, Actoz will issue 1,900,000 new shares, equivalent to an issuance amount of KRW76,285 million (USD67.6 million).  The newly raised capital will be used to (i) strengthen Shanda Games' mobile games strategy by investing in areas including game developments, licensing, investments and acquisitions, and global operation and distribution, and to (ii) repay the majority part of the outstanding payable Actoz owed Shanda Games for acquiring Eyedentity's 20.5% shares in October 2012.  The total cost of acquisition was USD100.3 millionand the outstanding payable was approximately USD40 million, which will be paid off after the completion of rights offering.  The expected listing date of newly issued shares will be June 25, 2013.

Actoz is a leading mobile game publisher and developer in Korea.  Among some of its recent mobile games were "Million Arthur," "Fallin Fallin " and "Mini Gears."  As of June 3, 2013, Shanda Games owned an approximate 51% stake in Actoz.

First Quarter 2013 Financial Results

Non-GAAP Financial Highlights

• Net revenues were RMB1,084.6 million (US$173.0 million), down 21.9% YoY and up 0.3% QoQ.
• Gross profit was RMB713.3 million (US$113.8 million), down 20.7% YoY and 2.1% QoQ. Gross margin was 65.8%, compared with 64.8% in Q1 2012 and 67.3% in Q4 2012.
• Net income attributable to the Company's shareholders was RMB275.2 million (US$43.9 million), down 27.9% YoY and up 10.3% QoQ.
• Earnings per diluted ADS were RMB1.02 (US$0.16), compared with RMB1.36 in Q1 2012 and RMB0.92 in Q4 2012.

"During the first quarter of 2013, we made significant progress in our mobile game business as we witnessed strong reception to our mobile games in the Korean market. With revenue contribution close to 10 percent of our total revenues, our mobile game business now forms an integral part of our strategic focus. Following the successful launch of mobile game 'Million Arthur' in Korea, the game's launch in Taiwan in late March was also met with enthusiastic response in both the Android and iOS platforms. We plan to bring this game to Mainland China and Singapore this summer," said Mr. Xiangdong Zhang, Chief Executive Officer of Shanda Games. "In addition, we will continue to work on developing a number of other titles, including a mobile version of 'Dragon Nest,' which will be launched during the second half of this year."

"At the same time, we continue to devote resources to strengthen our MMO games and expand our game portfolio. We have worked diligently to reenergize the long-term growth of our MMO games by launching expansion packs, building a solid pipeline, and leveraging our intellectual properties to expand into overseas markets. In March, we launched 'Dragon Nest' in Europe through our German subsidiary eFusion. In April, we launched 'AION version 4.0', a new expansion pack that has helped attracted many players. In mid-May, 'Dungeon Striker' started open-beta testing in Korea where it was met with overwhelmingly positive user feedback. We are excited about its future potential once we launch it in China and other overseas markets. These positive developments helped to offset some unexpected pressure from 'RIFT,' where we saw lower than expected user retention. We are working on a 2.0 version that will add more localized features and should help reduce the complexity of the game. We look forward to releasing a rejuvenated 'RIFT' sometime later this year. We remain committed to investing in our MMO games and look forward to stronger future results."

"We have begun 2013 on sound footing. 'Million Arthur's stellar performance makes it an anchor for our mobile game business and overseas development, while we will continue to devote resources towards enhancing our MMO game portfolio. We also intended to leverage our mobile game users to build a mobile community and to further retain and grow the user base. We believe the initiatives we have implemented will lead to improved financial and operational performance and have already started to put us on a path of growth over the long run."

HONG KONG, April 22, 2013 /PRNewswire/ -- Shanda Games Limited (NASDAQ: GAME, " Shanda Games " or "the Company"), a leading online game developer, operator and publisher in China, announced today that its Board of Directors has approved the Company to fully participate in its subsidiary Actoz Soft Co., Ltd. (KOSDAQ: 052790.KQ)'s proposed rights offering in Korea.

Under its previous announcement, Actoz will issue 1,900,000 shares through the rights offering. The subscription price for the newly issued shares is expected to be fixed on May 30, 2013. The Board of Directors believed that it is important for the Company to fully participate in this offering in order to maintain its majority stake in Actoz as well as to strengthen its strategies to develop mobile game business and to further expand into the overseas market. As of April 19, 2013, Shanda Games owned approximately 51% stake in Actoz.

Actoz is a leading mobile game publisher and developer in Korea. Among some of its recent mobile games were "Million Arthur," "Final Fantasy I, II, III," "Monster Empire," "Battle Arena," and " Fallin Fallin ." Actoz recently took the 8^th overall ranking on Google Play's global publishers by monthly revenue for January 2013.

Second Quarter ended June 30, 2012.

Non-GAAP Financial Highlights

• Net revenues were RMB1,130.5 million (US$178.7 million), down 14.4% YoY and 18.6% QoQ.
• Operating income was RMB390.8 million (US$61.8 million), down 10.6% YoY and 20.7% QoQ. Operating margin was 34.6%, compared with 33.1% in Q2 2011 and 35.5% in Q1 2012.
• Net income attributable to ordinary shareholders was RMB336.8 million (US$53.2 million), down 9.0% YoY and 11.8% QoQ. Net margin was 29.8%, up from 28.0% in Q2 2011 and 27.5% in Q1 2012.
• Earnings per diluted ADS were RMB1.20 (US$0.19), compared with RMB1.30 in Q2 2011 and RMB1.36 in Q1 2012.

1st Quarter ended March 31, 2012.

Non-GAAP Financial Highlights

• Net revenues were RMB1,389.4 million (US$220.7 million), up 10.9% YoY and 2.5% QoQ.
• Gross profit was RMB899.8 million (US$143.0 million), up 13.8% YoY and 4.2% QoQ. Gross margin was 64.8%, up from 63.1% in Q1 2011 and 63.7% in Q4 2011.
• Operating income was RMB492.9 million (US$78.3 million), up 18.6% YoY and 11.3% QoQ. Operating margin was 35.5%, up from 33.2% in Q1 2011 and 32.7% in Q4 2011.
• Net income attributable to ordinary shareholders was RMB381.8 million (US$60.7 million), up 3.6% YoY and 13.8% QoQ.
• Earnings per diluted ADS were RMB1.36 (US$0.22), compared with RMB1.30 in Q1 2011 and RMB1.20 in Q4 2011.

"The first quarter of 2012 marked the first full year since we began implementing our 'All-Star, All-Platform and All-Region', or 'Triple-A' strategy," commented Mr. Alan Tan, Chairman and CEO ofShanda Games. "During this time, we have made important progress developing the key products and titles that have enabled us to not only maintain our position as China's leading online game company, but also expand further and deeper into new countries and territories. Our first quarter results demonstrate our determination to expand and diversify our portfolio of games at the same time as we invest in our pipeline and platform to deepen content offerings."

"During the quarter, we saw strong growth from 'Dragon Nest,' 'AION' and 'Legend of Immortals' following the release of major expansion packs and new in-game quests. Despite the negative seasonal effects related to the New Year and Chinese New Year holidays, we were further able to diversify our revenue streams through selected investment in our game portfolio. We also look forward to the launch of a series of new games such as 'Age of Wushu,' 'RIFT' and 'World Zero,' which are all progressing through the various stages of development. Additionally, we are excited by Eyedentity's second game, Dungeon Striker, which recently completed the first round of closed-beta testing in Korea and is expected to grab the attention of gamers across the globe

Share Repurchase

In June, 2012, the Company's Board of Directors has approved the Company to repurchase up toUS$100 millionworth of its outstanding American Depositary Shares from time to time over the next twelve (12) months, depending on market conditions, share price and other factors, as well as subject to the relevant rules underUnited Statessecurities regulations. The share repurchases may be made on the open market, in block trades or otherwise and may include derivative transactions. The program may be suspended or discontinued at any time.

Q4 2011 GAAP Financial Highlights

• Net revenues were RMB1,356.0 million (US$215.2 million), up 17.7% YoY and 0.2% QoQ.
  • Online game revenues generated in China were RMB1,262.0 million (US$200.3 million), up 14.4% YoY and down 1.5% QoQ.
  • Other revenues were RMB94.0 million (US$14.9 million), up 89.1% YoY and 30.4% QoQ.
• Gross profit was RMB834.3 million (US$132.4 million), up 19.0% YoY and 0.5% QoQ. Gross margin was 61.5%, up from 60.8% in Q4 2010 and 61.3% in Q3 2011.
• Operating income was RMB400.9 million (US$63.6 million), up 23.4% YoY and 10.9% QoQ. Operating margin was 29.6%, up from 28.2% in Q4 2010 and 26.7% in Q3 2011.
• Net income attributable to ordinary shareholders was RMB304.3 million (US$48.3 million), down 17.0% YoY and 11.2% QoQ, primarily due to a RMB134.0 million (US$21.3 million) accrued withholding tax associated with dividends distribution from the Company's subsidiaries to their holding companies overseas.
• Earnings per diluted ADS were RMB1.08 (US$0.17), compared with RMB1.30 in Q4 2010 and RMB1.20 in Q3 2011.

"During the fourth quarter of 2011, we again delivered financial results that met our expectations and achieved multiple financial and operational records as our All-Star, All-Platform and All-Region strategy continues to yield strong results," said Mr. Alan Tan, Chairman and CEO of Shanda Games. "We expect great things from our strong portfolio of games, exciting pipeline, growing overseas presence and new platform as our execution of this strategy and our ability to innovate has now produced consecutive quarters of revenue growth."

"Our revenues have been more diversified as we strive to provide a constant stream of new content. In addition to the successful launch of Mir III in the fourth quarter, we were able to further expand our content offerings by partnering with Snail Game to jointly operate Age of Wushu and licensing RIFT from Trion Worlds for operation inChina. We also look forward to the release of Woool II, a major expansion pack of our legacy game Woool this summer. In addition, we continued to make efforts in developing mobile games and launching new technologies that provide ease of access to our games through micro clients. We believe these recent developments combined with the anticipated launches of other high-quality games in our pipeline will ensure the strength of our portfolio and capture the attention of game players across China."

Third Quarter 2011 Results

Non-GAAP Financial Highlights

• Net revenues were RMB1,320.5 million (US$204.0 million), up 18.7% YoY and 5.4% QoQ.
• Operating income was RMB437.2 million (US$67.6 million), up 12.0% YoY and 5.2% QoQ.
• Net income was RMB370.3 million (US$57.3 million), up 1.4% YoY and 0.5% QoQ.
• Earnings per diluted ADS were RMB1.30 (US$0.20), compared with RMB1.28 in Q2 2010 and RMB1.30 in Q1 2011.

"We are pleased to report solid results for the second quarter of 2011," said Mr. Alan Tan, Chairman and CEO of Shanda Games. "Our growth was fueled by the steady performance from our legacy games Mir II and Woool which continue to attract users with the recent launches of new expansion packs and by the newly released Legend of Immortals, which has gained significant traction. Our revenues look to be increasingly driven by our diverse portfolio of marquee games as we further enhance in-game content, launch new pipeline games and facilitate better social interaction.

"We continue to execute our strategy of fundamentally expanding the focus of our business to include the introduction of social and mobile games through a broad range of mobile devices and social networking sites. Additionally, we are seeing accelerated growth in our international business as Dragon Nest, Luvinia Online and Hades Realm II continue to receive positive responses from overseas gamers. We expect to further expand our business geographically to take full advantage of our high-quality titles and operational expertise.

"Looking forward, as we continue our 'All-Star,' 'All-Platform' and 'All-Region,' or 'Triple-A strategy,' we remain committed to providing gamers with an engaging and interactive experience that is accessible to all. We have always had the flexibility to adapt to the current environment while simultaneously leading the way in innovation. This has been accomplished by leveraging our unique operational experience, innovative technology, strong pipeline, and determination to expand abroad to drive our success and long term growth in the ever evolving online game industry

Beginning from July 1, 2008 which is the effective date of the reorganization, we have financed our operations through our internally generated cash from operations and the proceeds from our initial public offering of ADSs in September 2009.

We believe that our existing cash and cash equivalents, cash flows from operations, short-term investments, time deposits with a maturity of over one year, and marketable securities will be sufficient to meet the anticipated cash needs for our operating activities, capital expenditures and other obligations for at least the next twelve months.

First Quarter Results:

• Net revenues were RMB1,252.6 million (US$191.0 million), up 9.6% YoY and 8.7% QoQ.
• Operating income was RMB415.5 million (US$63.4 million), up 0.5% YoY and 6.5% QoQ.
• Net income was RMB368.5 million (US$56.2 million), up 2.8% YoY and down 12.7% QoQ. The QoQ decrease was primarily due to a decline in government financial incentives, which totaled RMB33.2 million (US$5.1 million) in Q1 2011, compared to RMB124.8 million in Q4 2010.
• Earnings per diluted ADS were RMB1.30 (US$0.20), compared with RMB1.24 in Q1 2010 and RMB1.48 in Q4 2010.

"We are pleased to report solid results for the first quarter of 2011," said Mr. Alan Tan, Chairman and CEO of Shanda Games. "Our solid financial performance came in ahead of our expectations, mainly driven by the growing popularity of our recent releases such as 'Dragon Nest' and 'Hades Realm 2,' the stable performance of our legacy game series 'Mir II' and 'Woool,' as well as the strength of our other important games 'Aion' and 'Maple Story.' We are also excited by the launch of our highly-anticipated game, 'Legend of Immortals,' a few weeks ago. It is the first example of the implementation of our strategy to 'communitize' online games and has already received an overwhelming response from users. We believe these newer titles and other exciting games in our pipeline will help to further diversify our revenue base and bring down the average age of our game portfolio. At the same time, we are actively exploring opportunities in the advanced social game and social mobile game markets and expect to release the first several games in the second half of the year. In addition, we will continue to leverage our operational expertise and high quality collection of games to further expand in new and existing markets overseas.

Fourth Quarter Highlights:

• Net revenues were RMB1,152.5 million (US$174.0 million), representing an increase of 5.1% from RMB1,096.3 million in the third quarter of 2010 and a decrease of 13.7% from RMB1,336.2 million in the fourth quarter of 2009.
• Gross profit for the fourth quarter of 2010 was RMB701.0 million (US$105.8 million), representing an 8.4% increase from RMB646.9 million in the third quarter of 2010 and a 12.6% decrease from RMB801.9 million in the fourth quarter of 2009.
• Non-GAAP operating income for the fourth quarter of 2010 was RMB350.5 million (US$53.0 million), compared with RMB329.4 million in the third quarter of 2010 and RMB513.6 million in the fourth quarter of 2009.
• Non-GAAP net income for the fourth quarter of 2010 wasRMB392.2 million (US$59.3 million), compared with RMB312.2 million in the third quarter of 2010 and RMB447.2 million in the fourth quarter of 2009.
• Non-GAAP earnings per diluted ADS in the fourth quarter of 2010 were RMB1.40 (US$0.22), compared with RMB1.10 in the third quarter of 2010 and RMB1.54 in the fourth quarter of 2009.

"Our fourth quarter 2010 results reached the high end of our previous guidance, primarily on the strength of revenues from new games, as we continue to shift toward a younger game portfolio," said Mr. Alan Tan, Chairman and CEO of Shanda Games.

On March 1, 2010, the Company's Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $150 million worth of its outstanding ADSs during the next twenty four (24) months. As ofFebruary 28, 2011, the Company has repurchased approximately 6.1 million ADSs for an aggregate consideration of US$37.8 million.