Amended Statement of Beneficial Ownership (sc 13d/a)

Share Name	Share Symbol	Market	Type
GameSquare Holdings Inc	NASDAQ:GAME	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.00	0.00%	1.51	1.50	2.24				0	09:16:59

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Shanda Games Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.01 per share

(Title of Class of Securities)

81941U105**

(CUSIP Number)

Yingfeng Zhang

Yili Shengda Investment Holdings (Hong Kong) Company Limited

Room 3606, 99 Queen’s Road, Central

Hong Kong

(852) 8208 5118

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

April 3, 2015

(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 which 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 § 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.

**	This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares.

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).


CUSIP No. 81941U105


(1)	Names of reporting persons Yili Shengda Investment Holdings (Hong Kong) Company Limited
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(3)	SEC use only
(4)	Source of funds (see instructions) BK
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization The People’s Republic of China
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 48,759,187 shares ⁽¹⁾
		(8)	Shared voting power 0 shares
		(9)	Sole dispositive power 48,759,187 shares ⁽¹⁾
		(10)	Shared dispositive power 0 shares
(11)	Aggregate amount beneficially owned by each reporting person 48,759,187 shares ⁽¹⁾
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) x
(13)	Percent of class represented by amount in Row (11) 50.0% ⁽²⁾⁽³⁾
(14)	Type of reporting person (see instructions) CO

(1)	Representing 48,759,187 Class B Ordinary Shares (as defined below) held by Yili Shengda Investment Holdings (Hong Kong) Company Limited, a Hong Kong company.

(2)

Percentage calculated based on total Class B Ordinary Shares outstanding as of April 3, 2015. As of April 3, 2015, 443,179,215 Class A Ordinary Shares (as defined below) (including Class A Ordinary Shares represented by ADSs (as defined below)) and 97,518,374 Class B Ordinary Shares were outstanding.

(3)

Each Class A Ordinary Share is entitled to one vote per share and is not convertible into Class B Ordinary Share. Each Class B Ordinary Share is entitled to 10 votes per share and is convertible at any time into one Class A Ordinary Share at the election of its holder. The 48,759,187 Class B Ordinary Shares held by Yili Shengda Investment Holdings (Hong Kong) Company Limited represent approximately 34.4% of total number of votes represented by the total Ordinary Shares (as defined below) outstanding as of April 3, 2015.


CUSIP No. 81941U105


(1)	Names of reporting persons Ningxia Yilida Capital Investment Limited Partnership
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(3)	SEC use only
(4)	Source of funds (see instructions) BK
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization The People’s Republic of China
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 48,759,187 shares ⁽¹⁾
		(8)	Shared voting power 0 shares
		(9)	Sole dispositive power 48,759,187 shares ⁽¹⁾
		(10)	Shared dispositive power 0 shares
(11)	Aggregate amount beneficially owned by each reporting person 48,759,187 shares ⁽¹⁾
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) x
(13)	Percent of class represented by amount in Row (11) 50.0% ⁽²⁾⁽³⁾
(14)	Type of reporting person (see instructions) PN

(1)	Representing 48,759,187 Class B Ordinary Shares held by Yili Shengda Investment Holdings (Hong Kong) Company Limited, a Hong Kong company, which is directly wholly owned by Ningxia Yilida Capital Investment Limited Partnership, a PRC limited partnership.

(2)	Percentage calculated based on total Class B Ordinary Shares outstanding as of April 3, 2015. As of April 3, 2015, 443,179,215 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and 97,518,374 Class B Ordinary Shares were outstanding.

(3)


CUSIP No. 81941U105


(1)	Names of reporting persons Shanghai Yingfeng Investment Management Company Limited
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(3)	SEC use only
(4)	Source of funds (see instructions) BK
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization The People’s Republic of China
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 48,759,187 shares ⁽¹⁾
		(8)	Shared voting power 0 shares
		(9)	Sole dispositive power 48,759,187 shares ⁽¹⁾
		(10)	Shared dispositive power 0 shares
(11)	Aggregate amount beneficially owned by each reporting person 48,759,187 shares ⁽¹⁾
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) x
(13)	Percent of class represented by amount in Row (11) 50.0% ⁽²⁾⁽³⁾
(14)	Type of reporting person (see instructions) CO

(1)

Representing 48,759,187 Class B Ordinary Shares held by Yili Shengda Investment Holdings (Hong Kong) Company Limited, a Hong Kong company, which is directly wholly owned by Ningxia Yilida Capital Investment Limited Partnership, a PRC limited partnership, whose general partner is Shanghai Yingfeng Investment Management Company Limited, a PRC company.

(2)	Percentage calculated based on total Class B Ordinary Shares outstanding as of April 3, 2015. As of April 3, 2015, 443,179,215 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and 97,518,374 Class B Ordinary Shares were outstanding.

(3)


CUSIP No. 81941U105


(1)	Names of reporting persons Yingfeng Zhang
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(3)	SEC use only
(4)	Source of funds (see instructions) BK
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization The People’s Republic of China
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 48,759,187 shares ⁽¹⁾
		(8)	Shared voting power 0 shares
		(9)	Sole dispositive power 48,759,187 shares ⁽¹⁾
		(10)	Shared dispositive power 0 shares
(11)	Aggregate amount beneficially owned by each reporting person 48,759,187 shares ⁽¹⁾
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) x
(13)	Percent of class represented by amount in Row (11) 50.0% ⁽²⁾⁽³⁾
(14)	Type of reporting person (see instructions) IN

(1)

(2)	Percentage calculated based on total Class B Ordinary Shares outstanding as of April 3, 2015. As of April 3, 2015, 443,179,215 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and 97,518,374 Class B Ordinary Shares were outstanding.

(3)


CUSIP No. 81941U105


(1)	Names of reporting persons Zhengjun Equity Investment Partnership Enterprise (Limited Partnership)
(2)	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
(3)	SEC use only
(4)	Source of funds (see instructions) OO
(5)	Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) ¨
(6)	Citizenship or place of organization The People’s Republic of China
Number of shares beneficially owned by each reporting person with		(7)	Sole voting power 0 shares
		(8)	Shared voting power 0 shares
		(9)	Sole dispositive power 0 shares
		(10)	Shared dispositive power 0 shares
(11)	Aggregate amount beneficially owned by each reporting person 0 shares
(12)	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) x
(13)	Percent of class represented by amount in Row (11) 0.0%
(14)	Type of reporting person (see instructions) PN

Introduction.

This statement on Schedule 13D/A (this “Statement”) amends the previous Schedule 13D filed by the Reporting Persons (as defined below) with the Securities and Exchange Commission on December 5, 2014, as amended and supplemented by the Amendment No. 1 filed under Schedule 13D/A on March 17, 2015 (the “Original 13D”) with respect to Shanda Games Limited (the “Issuer”). Except as amended and supplemented herein, the information set forth in the Original 13D remains unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Original 13D.

Item 2. Identity and Background.

Item 2 is hereby amended and restated as follows:

(a)-(c) This Statement is being filed jointly by and on behalf of (a) Yili Shengda Investment Holdings (Hong Kong) Company Limited, a company incorporated under the laws of Hong Kong (“Yili Shengda”), (b) Ningxia Yilida Capital Investment Limited Partnership, a limited partnership organized under the laws of the People’s Republic of China (“Ningxia Yilida”), (c) Shanghai Yingfeng Investment Management Company Limited, a company established under the laws of the People’s Republic of China (“Shanghai Yingfeng”), (d) Mr. Yingfeng Zhang and (e) Zhengjun Equity Investment Partnership Enterprise (Limited Partnership), a limited partnership organized under the laws of the People’s Republic of China (“Zhengjun Investment,” together with Yili Shengda, Ningxia Yilida, Shanghai Yingfeng and Mr. Yingfeng Zhang, the “Reporting Persons”), pursuant to their agreement to the joint filing of this Statement, filed herewith as Exhibit 7.01.

Yili Shengda’s principal business is venture capital or private equity investment and portfolio management. Its principal business address, which also serves as its principal office, is Room 3606, 99 Queen’s Road, Central, Hong Kong. Yili Shengda is directly wholly owned by Ningxia Yilida.

Ningxia Yilida’s principal business is venture capital or private equity investment and portfolio management. Its principal business address, which also serves as its principal office, is South Er Huan Road, Cashmere Industrial Park, Lingwu, Ningxia, the People’s Republic of China. Shanghai Yingfeng is the general partner of Ningxia Yilida.

Shanghai Yingfeng’s principal business is investment management. Its principal business address, which also serves as its principal office, is Room 2055, No. 5358 Huyi Road, Jiading District, Shangha, the People’s Republic of China. Mr. Yingfeng Zhang is the sole shareholder of Shanghai Yingfeng.

Mr. Yingfeng Zhang, a PRC citizen, is the sole director of Yili Shengda and Shanghai Yingfeng. Mr. Yingfeng Zhang is currently the acting chief executive officer of the Issuer.

Zhengjun Investment’s principal business is venture capital or private equity investment and portfolio management. Its principal business address, which also serves as its principal office, is South Er Huan Road, Cashmere Industrial Park, Lingwu, Ningxia, the People’s Republic of China. Shanghai Yingfeng is the general partner of Zhengjun Investment.

(d) None of the Reporting Persons has been convicted in a criminal proceeding the past five years (excluding traffic violations or similar misdemeanors).

(e) During the past five years, none of the Reporting Persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source or Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

On November 25, 2014, Yili Shengda acquired in a privately negotiated transaction 48,759,187 Class B Ordinary Shares from Shanda SDG Investment Limited (“SDG”), pursuant to the SDG Class B Share Purchase Agreement (as defined below) for a purchase price of US$250 million. Yili Shengda obtained the funds used to acquire shares under the SDG Class B Share Purchase Agreement by a loan from Bank of China, Macau Branch. This loan has a term of 12 months starting from the disbursement of the loan proceeds on November 25, 2014, and bears an interest rate of LIBOR plus 2.25%, payable on a quarterly basis.

Pursuant to the Merger Agreement (as defined below), Merger Sub (as defined below) will be merged with and into the Issuer, with the Issuer surviving the Merger (as defined below) and becoming a wholly-owned subsidiary of Parent (as defined below) as a result of the Merger. The descriptions of the Merger and the Merger Agreement set forth in Item 4 below are incorporated by reference in their entirety into this Item 3. The information disclosed in this paragraph is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 7.05, and in incorporated herein by reference in its entirety.

It is anticipated that, at a price of US$7.10 in cash per ADS (each representing two Class A Ordinary Shares) or US$3.55 in cash per Class A Ordinary Share, approximately US$467.2 million will be expended in acquiring approximately 131.6 million outstanding Class A Ordinary Shares (calculated based on the number of Ordinary Shares outstanding as of April 3, 2015) owned by shareholders of the Issuer other than the Consortium Members (as defined below) in connection with the Merger. Pursuant to the Zhongrong Legend Equity Commitment Letter (as defined below), the Ningxia Silkroad Equity Commitment Letter (as defined below) and the Zhengjun Investment Equity Commitment Letter (as defined below), the Merger will be financed with cash contributions in Parent from each of Zhongrong Legend (as defined below), Ningxia Silkroad (as defined below) and Zhengjun Investment or their affiliates.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated as follows:

On November 25, 2014, SDG, Yili Shengda, Ningxia Zhongyincashmere International Group Co., Ltd. (“Ningxia”), and Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited, an affiliate of Ningxia (“Zhongrong Shengda”) entered into a share purchase agreement (the “SDG Class B Share Purchase Agreement”), pursuant to which each of Yili Shengda and Zhongrong Shengda agreed to purchase 48,759,187 Class B Ordinary Shares from SDG. The purchase and sale under the SDG Class B Share Purchase Agreement were completed on the same day (the “Closing”). As a result, all of the Class B Ordinary Shares held by SDG immediately prior to the Closing had been transferred to Yili Shengda and Zhongrong Shengda, and SDG no longer beneficially owns any ordinary shares of the Issuer.

On December 5, 2014, Ningxia Yilida and Ningxia (together with Ningxia Yilida, the “2014 Consortium,” and each member in the 2014 Consortium, a “2014 Consortium Member”) entered into a consortium agreement (the “2014 Consortium Agreement”). Under the 2014 Consortium Agreement, the 2014 Consortium Members agreed, among other things, (i) to acquire the Issuer in a going private transaction (the “2014 Transaction”), (ii) to deal exclusively with each other with respect to the 2014 Transaction until the earlier of (x) February 6, 2015, and (y) termination of the 2014 Consortium Agreement, and (iii) to cooperate and proceed in good faith to negotiate and consummate the 2014 Transaction. The 2014 Consortium Members intended to acquire the Issuer at a price of US$6.90 in cash per ADS (each representing two Class A Ordinary Shares) or $3.45 in cash per Class A Ordinary Share. Pursuant to its terms, the 2014 Consortium Agreement terminated automatically on February 6, 2015 upon the expiration of the exclusivity period.

On March 16, 2015, Ningxia Yilida, Ningxia, Orient Hongtai (Hong Kong) Limited, a company incorporated under the laws of Hong Kong (“Hongtai HK”), Orient Hongzhi (Hong Kong) Limited, a company incorporated under the laws of Hong Kong and an affiliate of Hongtai HK (“Hongzhi HK”), and Hao Ding International Limited, a British Virgin Islands company (“Hao Ding”, together with Ningxia Yilida, Ningxia, Hongtai HK and Hongzhi HK, the “Consortium,” and each member of the Consortium, a “Consortium Member”), entered into a consortium agreement (the “Consortium Agreement”). Under the Consortium Agreement, the Consortium Members agreed, among other things, (i) to acquire the Issuer in a going private transaction (the “Transaction”), (ii) to deal exclusively with each other with respect to the Transaction until the earlier of (x) April 30, 2015, and (y) termination of the Consortium Agreement, and (iii) to cooperate and proceed in good faith to negotiate and consummate the Transaction.

On April 3, 2015, the Issuer entered into an agreement and plan of merger (the “Merger Agreement”) with Capitalhold Limited, a Cayman Islands company (“Parent”) and Capitalcorp Limited, a Cayman Islands company and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer (the “Merger”), with the Issuer surviving the Merger and becoming a wholly-owned subsidiary of Parent as a result of the Merger. At the effective time of the Merger, each of the Issuer’s Class A 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 $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) the Ordinary Shares held by each of Yili Shengda, Zhongrong Shengda, Zhongrong Investment Holdings (Hong Kong) Co., Ltd., a Hong Kong company and a wholly-owned subsidiary of Ningxia, Hongtai HK, Hongzhi HK, and Hao Ding (such shareholders, the “Rollover Shareholders,” and such Ordinary Shares, the “Rollover Shares”), and any Ordinary Shares held by Parent, the Issuer 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 Merger is subject to the approval of the Issuer’s shareholders and various other closing conditions.

Concurrently with the execution of the Merger Agreement, the Rollover Shareholders entered into a support agreement (the “Support Agreement”) with Parent, pursuant to which the Rollover Shareholders agreed, among other things, that (i) each of them will vote the Rollover Shares in favor of the authorization and approval of the Merger Agreement and the transactions contemplated thereunder, including the Merger, and (ii) the Rollover Shares will be cancelled without payment of any consideration or distribution therefor at the effective time of the Merger.

Concurrently with the execution of the Merger Agreement, each of Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) (“Zhongrong Legend”), a PRC limited partnership and an affiliate of Ningxia, Ningxia Silkroad Equity Investment Partnership Enterprise (Limited Partnership) (“Ningxia Silkroad”), a PRC limited partnership and an affiliate of Ningxia, and Zhengjun Investment entered into an adherence agreement (individually, the “Zhongrong Legend Adherence Agreement,” the “Ningxia Silkroad Adherence Agreement,” and the “Zhengjun Investment Adherence Agreement”) with the existing Consortium Members, pursuant to which each of Zhongrong Legend, Ningxia Silkroad and Zhengjun Investment became a party to the Consortium Agreement and joined the Consortium.

Concurrently with the execution of the Merger Agreement, each of Zhongrong Legend, Ningxia Silkroad and Zhengjun Investment entered into an equity commitment letter (individually, the “Zhongrong Legend Equity Commitment Letter,” the “Ningxia Silkroad Commitment Letter,” and the “Zhengjun Investment Commitment Letter”) with Parent, pursuant to which each of Zhongrong Legend, Ningxia Silkroad and Zhengjun Investment undertook to fund the transactions contemplated under the Merger Agreement through cash contributions in Parent from each of them or their affiliates.

Concurrently with the execution of the Merger Agreement, each of Zhongrong Legend, Ningxia Silkroad and Zhengjun Investment entered into a limited guarantee (individually, the “Zhongrong Legend Limited Guarantee,” the “Ningxia Silkroad Limited Guarantee,” and the “Zhengjun Investment Limited Guarantee”) in favor of the Issuer with respect to, among other things, a portion of the payment obligations of Parent and Merger Sub corresponding to the cash contributions committed by each of Zhongrong Legend, Ningxia Silkroad and Zhengjun Investment as set out in their respective equity commitment letters.

If the Merger is completed, the ADSs would be delisted from the NASDAQ Global Select Market and the Issuer’s obligations to file periodic report under the Exchange Act would be terminated.

In addition, consummation of the Merger could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the Board (as the board of the surviving company in the Merger) to consist solely of persons to be designated by the Consortium Members, and a change in the Issuer’s memorandum and articles of association to reflect that the Issuer would become a privately held company. No assurance can be given that the Merger will be consummated.

Descriptions of the SDG Class B Share Purchase Agreement, the 2014 Consortium Agreement and the Consortium Agreement, the Merger Agreement, the Support Agreement, the Zhongrong Legend Adherence Agreement, the Ningxia Silkroad Adherence Agreement, the Zhengjun Investment Adherence Agreement, the Zhongrong Legend Equity Commitment Letter, the Ningxia Silkroad Equity Commitment Letter, the Zhengjun Investment Equity Commitment Letter, the Zhongrong Legend Limited Guarantee, the Ningxia Silkroad Limited Guarantee and the Zhengjun Investment Limited Guarantee in this Statement are qualified in their entirety by reference to such above-mentioned agreements, copies of which are filed as Exhibits 7.02, 7.03, 7.04, 7.05, 7.06, 7.07, 7.08, 7.09, 7.10, 7.11, 7.12, 7.13, 7.14 and 7.15 hereto and incorporated herein by reference in their entirety.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a)-(b) The following disclosure assumes that there were a total of 443,179,215 Class A Ordinary Shares and 97,518,374 Class B Ordinary Shares outstanding as of April 3, 2015. Each Class A Ordinary Share is entitled to one vote per share and is not convertible into Class B Ordinary Shares. Each Class B Ordinary Share is entitled to 10 votes per share and is convertible at any time into one Class A Ordinary Share at the election of its holder.

As of the date hereof, Yili Shengda is the record holder 48,759,187 Class B Ordinary Shares, representing 50.0% of the Class B Ordinary Shares outstanding as of April 3, 2015, or approximately 9.0% of the total Ordinary Shares outstanding as of April 3, 2015, or approximately 34.4% of total number of votes represented by the total Ordinary Shares outstanding as of April 3, 2015. Mr. Yingfeng Zhang has the sole power to direct the vote and the disposition of the Class B Ordinary Shares that may be deemed to be owned beneficially by each of the Reporting Persons.

In addition, pursuant to Section 13(d)(3) of the Act, Ningxia, Zhongrong Legend, Ningxia Silkroad, Hongtai HK, Hongzhi HK, Hao Ding and the Reporting Persons may, on the basis of the facts described elsewhere herein, be considered to be a “group.” As of the date hereof, Ningxia, Zhongrong Legend, Ningxia Silkroad, Hongtai HK, Hongzhi HK and Hao Ding collectively own 48,759,187 Class B Ordinary Shares and 311,568,626 Class A Ordinary Shares, collectively representing approximately 66.6% of the total Ordinary Shares outstanding as of April 3, 2015, or approximately 56.3% of total number of votes represented by the total Ordinary Shares outstanding as of April 3, 2015. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they are the beneficial owner of any Ordinary Shares as may be beneficially owned by Ningxia, Zhongrong Legend, Ningxia Silkroad, Hongtai HK, Hongzhi HK or Hao Ding for purposes of Section 13(d) of the Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Except as set forth Items 3 and 4, to the best knowledge of each of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the shares of the Issuer during the past 60 days.

(d) Not applicable.

(e) Not applicable.

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

Item 6 is hereby amended and restated as follows:

Descriptions of the SDG Class B Share Purchase Agreement, the 2014 Consortium Agreement, the Consortium Agreement, the Merger Agreement, the Support Agreement, the Zhongrong Legend Adherence Agreement, the Ningxia Silkroad Adherence Agreement, the Zhengjun Investment Adherence Agreement, the Zhongrong Legend Equity Commitment Letter, the Ningxia Silkroad Equity Commitment Letter, the Zhengjun Investment Equity Commitment Letter, the Zhongrong Legend Limited Guarantee, the Ningxia Silkroad Limited Guarantee and the Zhengjun Investment Limited Guarantee under Item 4 are incorporated herein by reference in their entirety.

Item 7. Material to Be Filed as Exhibits.

Item 7 is hereby amended and supplemented by amending Exhibit 7.01 and adding Exhibits 7.05 through 7.15 to the end thereof:


Exhibit 7.01		Joint Filing Agreement dated by and among the Reporting Persons dated April 6, 2015

Exhibit 7.05		Merger Agreement dated April 3, 2015 (incorporated herein by reference to Exhibit 99.2 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on April 3, 2015)

Exhibit 7.06		Support Agreement dated April 3, 2015

Exhibit 7.07		Zhongrong Legend Adherence Agreement dated April 3, 2015

Exhibit 7.08		Ningxia Silkroad Adherence Agreement dated April 3, 2015

Exhibit 7.09		Zhengjun Investment Adherence Agreement dated April 3, 2015

Exhibit 7.10		Zhongrong Legend Equity Commitment Letter dated April 3, 2015

Exhibit 7.11		Ningxia Silkroad Equity Commitment Letter dated April 3, 2015

Exhibit 7.12		Zhengjun Investment Equity Commitment Letter dated April 3, 2015



Exhibit 7.13		Zhongrong Legend Limited Guarantee dated April 3, 2015 (incorporated herein by reference to Exhibit 99.3 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on April 3, 2015)

Exhibit 7.14		Ningxia Silkroad Limited Guarantee dated April 3, 2015 (incorporated herein by reference to Exhibit 99.4 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on April 3, 2015)

Exhibit 7.15		Zhengjun Investment Limited Guarantee dated April 3, 2015 (incorporated herein by reference to Exhibit 99.5 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on April 3, 2015)

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 6, 2015


Yili Shengda Investment Holdings (Hong Kong) Company Limited

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

Ningxia Yilida Capital Investment Limited Partnership

By: Shanghai Yingfeng Investment Management Company Limited, its general partner

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

Shanghai Yingfeng Investment Management Company Limited

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

Yingfeng Zhang

/s/ Yingfeng Zhang

Zhengjun Equity Investment Partnership Enterprise (Limited Partnership)

By: Shanghai Yingfeng Investment Management Company Limited, its general partner

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

Exhibit 7.01

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A ordinary shares, par value US$0.01 per share and the Class B ordinary shares, par value US$0.01 per share of Shanda Games Limited, a Cayman Islands company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.

[Signature page to follow]

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of April 6, 2015.


Yili Shengda Investment Holdings (Hong Kong) Company Limited

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

Ningxia Yilida Capital Investment Limited Partnership

By: Shanghai Yingfeng Investment Management Company Limited, its general partner

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

Shanghai Yingfeng Investment Management Company Limited

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

Yingfeng Zhang

/s/ Yingfeng Zhang

Zhengjun Equity Investment Partnership Enterprise (Limited Partnership)

By: Shanghai Yingfeng Investment Management Company Limited, its general partner

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

Exhibit 7.06

EXECUTION VERSION

CONFIDENTIAL

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 3, 2015 by and among (1) Capitalhold Limited, a Cayman Islands exempted company (“Parent”) and (2) certain shareholders of Shanda Games Limited, a Cayman Islands exempted company (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

WHEREAS, Parent, Capitalcorp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company have, concurrently with the execution of this Agreement, entered into an Agreement and Plan of Merger, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”), upon the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, as of the date hereof, each Shareholder is the beneficial owner (as defined under Rule 13d-3 of the Exchange Act) of certain ordinary shares of the Company (“Shares”) (including Shares represented by American Depositary Shares (the “ADSs”), each representing two Class A ordinary shares of the Company, par value US$0.01 per share (“Class A Shares”)) as set forth in the column titled “Owned Shares” opposite such Shareholder’s name on Schedule A hereto (such Shares, together with any other Shares acquired (whether beneficially or of record) by such Shareholder after the date hereof and prior to the earlier of the Effective Time and the termination of all of such Shareholder’s obligations under this Agreement, including any Shares acquired by means of purchase, dividend or distribution, or issued upon the exercise of any Company Options or warrants or the conversion of any convertible securities or otherwise, being collectively referred to herein as the “Securities”);

WHEREAS, in connection with the consummation of the Merger, each Shareholder agrees to (a) the cancellation of the Shares (including Shares represented by ADSs) as set forth in the column titled “Rollover Shares” opposite such Shareholder’s name on Schedule A hereto (the “Rollover Shares”) for no consideration in the Merger, (b) subscribe for newly issued Parent Shares (as defined below) immediately prior to the Closing, and (c) vote the Securities at the Shareholders’ Meeting in favor of the Merger, in each case upon the terms and conditions set forth herein;

WHEREAS, receipt of the Requisite Company Vote is a condition to the consummation of the Merger;

WHEREAS, in order to induce Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated thereby, including the Merger, the Shareholders are entering into this Agreement;

WHEREAS, the Shareholders acknowledge that Parent and Merger Sub are entering into the Merger Agreement in reliance on the representations, warranties, covenants and other agreements of the Shareholders set forth in this Agreement; and

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

VOTING; GRANT AND APPOINTMENT OF PROXY

Section 1.1 Voting. From and after the date hereof until the earlier of the (x) Closing and the (y) termination of the Merger Agreement pursuant to and in compliance with the terms therein (such earlier time, the “Expiration Time”), each Shareholder hereby irrevocably and unconditionally agrees that at the Shareholders’ Meeting or any other annual or special meeting of the shareholders of the Company, however called, at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof), such Shareholder shall (i) cause its representative(s) to appear at such meeting or otherwise cause its Securities to be counted as present thereat for purposes of determining whether a quorum is present and (ii) vote or cause to be voted (including by proxy, if applicable) all of such Shareholder’s Securities:

(a) for the authorization and approval of the Merger Agreement, the Plan of Merger and the Transactions,

(b) against any Competing Transaction or any other transaction, proposal, agreement or action made in opposition to approval of the Merger Agreement or in competition or inconsistent with the Transactions, including the Merger,

(c) against any other action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interfere with, delay, postpone, discourage or adversely affect any of the Transactions, including the Merger, or this Agreement or the performance by such Shareholder of its obligations under this Agreement,

(d) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of such Shareholder contained in this Agreement or otherwise reasonably requested by Parent in order to consummate the Transactions, including the Merger,

(e) in favor of any adjournment or postponement of the Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, at which any of the matters described in paragraphs (a) – (f) hereof is to be considered (and any adjournment or postponement thereof) as may be reasonably requested by Parent, and

(f) in favor of any other matter necessary to effect the Transactions, including the Merger.

Section 1.2 Grant of Irrevocable Proxy; Appointment of Proxy.

(a) Each Shareholder hereby irrevocably appoints Parent and any designee thereof as its proxy and attorney-in-fact (with full power of substitution), to vote or cause to be voted (including by proxy, if applicable) such Shareholder’s Securities in accordance with Section 1.1 above at the Shareholders’ Meeting or other annual or special meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, at which any of the matters described in Section 1.1 above is to be considered, in each case prior to the Expiration Time. Each Shareholder represents that all proxies, powers of attorney, instructions or other requests given by such Shareholder prior to the execution of this Agreement in respect of the voting of such Shareholder’s Securities, if any, are not irrevocable and each Shareholder hereby revokes any and all previous proxies, powers of attorney, instructions or other requests with respect to such Shareholder’s Securities. Each Shareholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy.

(b) Each Shareholder affirms that the irrevocable proxy set forth in this Section 1.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Shareholder under this Agreement. Each Shareholder further affirms that the irrevocable proxy is coupled with an interest and, except as set forth in this Section 1.2, is intended to be irrevocable prior to the Expiration Time. If for any reason the proxy granted herein is not irrevocable, then each Shareholder agrees to vote such Shareholder’s Securities in accordance with Section 1.1 above prior to the Expiration Time. The parties hereto agree that the foregoing is a voting agreement.

Section 1.3 Restrictions on Transfers. Except as provided for in Article II below or pursuant to the Merger Agreement each Shareholder hereby agrees that, from the date hereof until the Expiration Time, such Shareholder shall not, directly or indirectly, (a) offer for sale, sell (constructively or otherwise), transfer, assign, tender in any tender or exchange offer, pledge, grant, encumber, hypothecate or similarly dispose of (by merger, testamentary disposition, operation of Law or otherwise) (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any Securities or any interest therein, including, without limitation, any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction) or combination of any such transactions, in each case involving any Securities and (x) has, or would reasonably be expected to have, the effect of reducing or limiting such Shareholder’s economic interest in such Securities and/or (y) grants a third party the right to vote or direct the voting of such Securities, (b) deposit any Securities into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) convert or exchange, or take any action which would result in the conversion or exchange of, any Securities, (d) knowingly take any action that would make any representation or warranty of such Shareholder set forth in this Agreement untrue or incorrect or have the effect of preventing, disabling, or delaying such Shareholder from performing any of its obligations under this Agreement, or (e) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a), (b), (c) or (d).

ARTICLE II

ROLLOVER SHARES

Section 2.1 Cancellation of Rollover Shares. Subject to the terms and conditions set forth herein, (a) each Shareholder agrees that its Rollover Shares shall be cancelled at the Closing for no consideration, and (b) other than its Rollover Shares, all equity securities of the Company held by such Shareholder, if any, shall be treated as set forth in the Merger Agreement and not be affected by the provisions of this Agreement. Each Shareholder will take all actions necessary to cause the number of Rollover Shares opposite such Shareholder’s name on Schedule A hereto to be treated as set forth herein.

Section 2.2 Subscription of Parent Shares. Immediately prior to the Closing, in consideration for the cancellation of the Rollover Shares held by each Shareholder in accordance with Section 2.1, Parent shall issue to such Shareholder (or, if designated by such Shareholder in writing, an Affiliate of such Shareholder), and such Shareholder or its Affiliate (as applicable) shall subscribe for, the number of newly issued Class A ordinary shares of Parent, par value US$0.00001 per share (the “Class A Parent Shares”) or Class B ordinary shares of Parent, par value US$0.00001 per share (the “Class B Parent Shares”, together with the Class A Parent Shares, the “Parent Shares”) set forth in the column titled “Parent Shares” opposite such Shareholder’s name on Schedule A hereto, at a consideration per share equal to its par value. Each Shareholder hereby acknowledges and agrees that (a) delivery of such Parent Shares shall constitute complete satisfaction of all obligations towards or sums due to such Shareholder by Parent and Merger Sub in respect of the Rollover Shares held by such Shareholder and cancelled at the Closing as contemplated by Section 2.1 above, and (b) such Shareholder shall have no right to any Merger Consideration in respect of the Rollover Shares held by such Shareholder.

Section 2.3 Rollover Closing. Subject to the satisfaction in full (or waiver, if permissible) of all of the conditions set forth in Section 7.01 and Section 7.02 of the Merger Agreement (other than conditions that by their nature are to be satisfied or waived, as applicable, at the Closing), the closing of the subscription and issuance of Parent Shares contemplated hereby shall take place immediately prior to the Closing (the “Rollover Closing”). For the avoidance of doubt, Schedule A sets forth opposite each Shareholder’s name the number of (a) Rollover Shares of such Shareholder, (b) Shares owned by such Shareholder as of the date hereof and (c) Parent Shares to be issued to such Shareholder at the Rollover Closing.

Section 2.4 Deposit of Rollover Shares. No later than three (3) Business Days prior to the Closing, each Shareholder and any agent of such Shareholder holding certificates evidencing any Rollover Shares shall deliver or cause to be delivered to Parent all certificates representing such Rollover Shares in such person’s possession, for disposition in accordance with the terms of this Agreement; such certificates and documents shall be held by Parent or any agent authorized by Parent until the Closing.

ARTICLE III

REPRESENTATIONS, WARRANTIES AND COVENANTS

OF THE SHAREHOLDERS

Section 3.1 Representations and Warranties. Each Shareholder, severally and not jointly, represents and warrants to Parent as of the date hereof and as of the Closing:

(a) such Shareholder has the requisite corporate power and authority to execute and deliver this Agreement, to perform such Shareholder’s obligations hereunder and to consummate the transactions contemplated hereby;

(b) this Agreement has been duly executed and delivered by such Shareholder and the execution, delivery and performance of this Agreement by such Shareholder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of such Shareholder and no other corporate actions or proceedings on the part of such Shareholder are necessary to authorize this Agreement or to consummate the transactions contemplated hereby;

(c) assuming due authorization, execution and delivery by Parent, this Agreement constitutes a legal, valid and binding agreement of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law);

(d) (i) such Shareholder (A) is and, immediately prior to the Closing, will be the record and beneficial owner of, and has and will have good and valid title to, the Securities, free and clear of Liens other than as created by this Agreement, and (B) has and will have sole or shared (together with Affiliates controlled by such Shareholder) voting power, power of disposition, and power to demand dissenter’s rights, in each case with respect to all of the Securities, with no limitations, qualifications, or restrictions on such rights, subject to applicable United States federal securities Laws, Laws of the Cayman Islands, Laws of the People’s Republic of China and the terms of this Agreement; (ii) except pursuant hereto, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which Shareholder is a party relating to the pledge, disposition or voting of any of its Securities and its Securities are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer of such Securities other than this Agreement; (iii) such Shareholder has not Transferred any interest in any of the Securities; (iv) as of the date hereof, other than its Owned Shares, such Shareholder does not own, beneficially or of record, or have the right to acquire, any Shares, securities of the Company, or any direct or indirect interest in any such securities (including by way of derivative securities); and (v) such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any of its Owned Shares, except as contemplated by this Agreement.

(e) Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder, nor the consummation by such Shareholder of the transactions contemplated hereby, nor compliance by such Shareholder with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of such Shareholder, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on property or assets of such Shareholder pursuant to any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets;

(f) on the date hereof, there is no Action pending against such Shareholder or, to the knowledge of such Shareholder, any other person or, to the knowledge of such Shareholder, threatened against any such Shareholder or any other person that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Shareholder of its obligations under this Agreement;

(g) such Shareholder has been afforded the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of Parent concerning the terms and conditions of the transactions contemplated hereby and the merits and risks of owning Parent Shares and such Shareholder acknowledges that it has been advised to discuss with its own counsel the meaning and legal consequences of such Shareholder’s representations and warranties in this Agreement and the transactions contemplated hereby; and

(h) such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement.

Section 3.2 Covenants. Each Shareholder hereby:

(a) agrees, prior to the Expiration Time, not to knowingly take any action that would make any representation or warranty of such Shareholder contained herein untrue or incorrect or have or could have the effect of preventing, impeding or interfering with or adversely affecting the performance by such Shareholder of its obligations under this Agreement;

(b) irrevocably waives, and agrees not to exercise, any rights of appraisal or rights of dissent from the Merger that such Shareholder may have with respect to such Shareholder’s Securities (including without limitation any rights under Section 238 of the CICL) prior to the Expiration Time;

(c) agrees to permit the Company to publish and disclose in the Proxy Statement (including all documents filed with the SEC in accordance therewith), such Shareholder’s identity and beneficial ownership of Shares or other equity securities of the Company and the nature of such Shareholder’s commitments, arrangements and understandings under this Agreement;

(d) agrees and covenants, severally and not jointly, that such Shareholder shall promptly notify Parent of any new Shares with respect to which beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) is acquired by such Shareholder, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities of the Company after the date hereof;

(e) agrees and covenants that each Shareholder who is, or whose ultimate shareholder is, deemed to be a resident of the PRC under the Laws of the PRC, shall, as soon as practicable after the date hereof, use its reasonable best efforts to (i) submit an application to the State Administration of Foreign Exchange (“SAFE”) for the registration of its holding of Shares (whether directly or indirectly) in the Company in accordance with the requirements of SAFE Circular 75 (or any successor Law, rule or regulation) and (ii) complete such registration prior to the Closing; and

(f) agrees further that, upon request of Parent, such Shareholder shall execute and deliver any additional documents, consents or instruments and take such further actions as may reasonably be deemed by Parent to be necessary or desirable to carry out the provisions of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to each Shareholder that as of the date hereof and as of the Closing:

(a) Parent is duly organized, validly existing and in good standing under the Laws of the Cayman Islands and has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and the execution, delivery and performance of this Agreement by Parent and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and no other corporate actions or proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. Assuming due authorization, execution and delivery by the Shareholders, this Agreement constitutes a legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b) Except for the applicable requirements of the Exchange Act and Laws of the Cayman Islands, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of Parent for the execution, delivery and performance of this Agreement by Parent or the consummation by Parent of the transactions contemplated hereby, and (ii) neither the execution, delivery or performance of this Agreement by Parent, nor the consummation by Parent of the transactions contemplated hereby, nor compliance by Parent with any of the provisions hereof shall (A) conflict with or violate any provision of the organizational documents of Parent, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of Parent pursuant to, any Contract to which Parent is a party or by which Parent or any of its property or asset is bound or affected, or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its properties or assets.

(c) At and immediately after the Closing, the authorized capital stock of Parent shall consist of 1,000,000,000 Parent Shares, of which a number of Parent Shares as set forth in Schedule A shall be issued and outstanding (collectively, the “Issued Shares”). The Issued Shares, together with the Parent Shares to be issued to the Sponsors at the Closing pursuant to the Consortium Agreement and the Equity Commitment Letters, shall be all of the Parent Shares outstanding at and immediately after the Closing.

(d) At the Closing, the Parent Shares to be issued under this Agreement shall have been duly and validly authorized and when issued and delivered in accordance with the terms hereof, will be validly issued, fully paid and nonassessable, free and clear of all claims, liens and encumbrances, other than restrictions arising under applicable securities Laws.

ARTICLE V

TERMINATION

This Agreement, and the obligations of the Shareholders hereunder (including, without limitation, Section 1.2 hereof), shall terminate and be of no further force or effect immediately upon the earlier to occur of (a) the Closing and (b) the date of termination of the Merger Agreement in accordance with its terms; provided, that this Article V and Article VI shall survive any termination of this Agreement. Nothing in this Article V shall relieve or otherwise limit any party’s liability for any breach of this Agreement prior to the termination of this Agreement. If for any reason the Merger fails to occur but the Rollover Closing contemplated by Article II has already taken place, then Parent shall promptly take all such actions as are necessary to restore each Shareholder to the position it was in with respect to ownership of the Rollover Shares prior to the Rollover Closing.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile or by international overnight courier to the respective parties at the address set forth on the signature pages hereto under each party’s name (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6.1).

Section 6.2 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

Section 6.3 Entire Agreement. This Agreement, the Consortium Agreement and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof.

Section 6.4 Specific Performance. Each party acknowledges and agrees that monetary damages would not be an adequate remedy in the event that any covenant or agreement in this Agreement is not performed in accordance with its terms, and therefore agrees that, in addition to and without limiting any other remedy or right available to the parties, each party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof. Each party agrees not to oppose the granting of such relief in the event a court determines that such a breach has occurred, and to waive any requirement for the securing or posting of any bond in connection with such remedy. All rights, powers, and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by a party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by a party.

Section 6.5 Amendments; Waivers. At any time prior to the Expiration Time, any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Shareholders and Parent, or in the case of a waiver, by the party against whom the waiver is to be effective. Notwithstanding the foregoing, no failure or delay by a party hereto in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

Section 6.6 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.

Section 6.7 Dispute Resolution.

(a) Any disputes, actions and proceedings against any party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time (the “Rules”) and as may be amended by this Section 6.7. 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 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 6.7, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 6.7(b) is only applicable to the seeking of interim injunctions and does not restrict the application of Section 6.7(a) in any way.

Section 6.8 No Third Party Beneficiaries. There are no third party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, obligations or liabilities, except as specifically set forth in this Agreement.

Section 6.9 Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties, except that Parent may assign this Agreement (in whole but not in part) in connection with a permitted assignment of the Merger Agreement by Parent, as applicable. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns and, in the case of each Shareholder, his, her or its estate, heirs, beneficiaries, personal representatives and executors.

Section 6.10 No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented by independent counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party has no application and is expressly waived.

Section 6.11 Counterparts. This Agreement may be executed in two or more consecutive counterparts (including by facsimile or email pdf format), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, email pdf format or otherwise) to the other parties; provided, however, that if any of the Shareholders fails for any reason to execute, or perform its obligations under, this Agreement, this Agreement shall remain effective as to all parties executing this Agreement.

[Signature Pages to follow]

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date and year first written above.


PARENT

CAPITALHOLD LIMITED

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

Notice details:

Address: No. 19, Lane 666, Zhangheng Road, Pudong New Area, Shanghai, China
Attention: Yingfeng Zhang
Facsimile: 021-5027 0092

Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China
Attention: Xiaofei Chen
Facsimile: +86 591 4519290 with a copy to (which alone shall not constitute notice):

Wilson Sonsini Goodrich & Rosati, P.C. Address: Jin Mao Tower, 38F, Unit 3,
88 Century Blvd, Pudong
Shanghai 200121
Attention: Zhan Chen
Facsimile: +86 21 6165 1799

[Signature Page to Support Agreement]


SHAREHOLDERS

YILI SHENGDA INVESTMENT HOLDINGS (HONG KONG) COMPANY LIMITED

By:		/s/ Yingfeng Zhang
Name:		Yingfeng Zhang
Title:		Director

Notice details:

Address: No. 19, Lane 666, Zhangheng Road, Pudong New Area, Shanghai, China
Attention: Yingfeng Zhang
Facsimile: 021-5027 0092

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

Wilson Sonsini Goodrich & Rosati, P.C. Address: Jin Mao Tower, 38F, Unit 3,
88 Century Blvd, Pudong
Shanghai 200121
Attention: Zhan Chen
Facsimile: +86 21 6165 1799

[Signature Page to Support Agreement]


SHAREHOLDERS

ZHONGRONG SHENGDA INVESTMENT HOLDINGS (HONG KONG) COMPANY LIMITED

By:		/s/ Shengming Ma
Name:		Shengming Ma
Title:		Director

ZHONGRONG INVESTMENT HOLDINGS (HONG KONG) CO., LTD.

By:		/s/ Shengming Ma
Name:		Shengming Ma
Title:		Director

Notice details:

Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China
Attention: Xiaofei Chen
Facsimile: +86 591 4519290

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

Wilson Sonsini Goodrich & Rosati, P.C. Address: Jin Mao Tower, 38F, Unit 3,
88 Century Blvd, Pudong
Shanghai 200121
Attention: Zhan Chen
Facsimile: +86 21 6165 1799

Skadden, Arps, Slate, Meagher & Flom LLP
Address: 30F China World Office 2
No. 1 Jianguomenwai Avenue,
Beijing 100004
Attention: Peter Huang
Facsimile: +86 10 6535 5577

[Signature Page to Support Agreement]


SHAREHOLDERS

ORIENT HONGTAI (HONG KONG) LIMITED

By:		/s/ Yuntao Ma
Name:		Yuntao Ma
Title:		Director

ORIENT HONGZHI (HONG KONG) LIMITED

By:		/s/ Yuntao Ma
Name:		Yuntao Ma
Title:		Director

Notice details:

Address: 100 Queens Road C, Central District, Hong Kong, People’s Republic of China, SAR
Attention:
Facsimile:

With a copy to (which shall not constitute notice):

DaCheng Law Offices LLP
Address: 2 Wall Street, 21st Floor,
New York, NY 10005
Attention: Ling Xiao
Facsimile: +1 212 810 1995

[Signature Page to Support Agreement]


SHAREHOLDERS

HAO DING INTERNATIONAL LIMITED

By:		/s/ Jing Liu
Name:		Jing Liu
Title:		Director

Notice details:

Address: Room 2802, No. 689 Guangdong Road, Huangpu District, Shanghai
Attention:
Facsimile:

With a copy to (which shall not constitute notice):

DaCheng Law Offices LLP
Address: 2 Wall Street, 21st Floor,
New York, NY 10005
Attention: Ling Xiao
Facsimile: +1 212 810 1995

[Signature Page to Support Agreement]

SCHEDULE A

Rollover Shares


Shareholder	Owned Shares	Rollover Shares	Parent Shares

Yili Shengda Investment Holdings (Hong Kong) Company Limited	48,759,187 Class B Shares	48,759,187 Class B Shares	48,759,187 Class B Parent Shares

Zhongrong Shengda Investment Holdings (Hong Kong) Company Limited	48,759,187 Class B Shares	48,759,187 Class B Shares	48,759,187 Class B Parent Shares

Zhongrong Investment Holdings (Hong Kong) Co., Ltd.	80,577,828 Class A Shares	80,577,828 Class A Shares	80,577,828 Class A Parent Shares

Orient Hongtai (Hong Kong) Limited	61,776,334 Class A Shares	61,776,334 Class A Shares	61,776,334 Class A Parent Shares

Orient Hongzhi (Hong Kong) Limited	61,776,335 Class A Shares	61,776,335 Class A Shares	61,776,335 Class A Parent Shares

Hao Ding International Limited	107,438,129 Class A Shares	107,438,129 Class A Shares	107,438,129 Class A Parent Shares

[Schedule A to Support Agreement]

Exhibit 7.07

EXECUTION VERSION

CONFIDENTIAL

ADHERENCE AGREEMENT

THIS ADHERENCE AGREEMENT (this “Agreement”) is entered into on April 3, 2015

BY:

Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) , a limited partnership organized and existing under the laws of the People’s Republic of China (the “New Sponsor”).

RECITALS:

(A)

On March 16, 2015, the parties listed at Schedule A (the “Existing Parties”) entered into a consortium agreement (the “Consortium Agreement”) and proposed to undertake an acquisition transaction (the “Transaction”) with respect to Shanda Games Limited (the “Target”), a company incorporated under the laws of the Cayman Islands and listed on the Nasdaq Stock Market (“NASDAQ”), pursuant to which the Target would be delisted from NASDAQ and deregistered under the United States Securities Exchange Act of 1934, as amended.

(B)	Additional parties may be admitted to the Consortium as “Sponsors” pursuant to Section 2.1 of the Consortium Agreement.

(C)	The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to sign this Agreement, and to be bound by the terms of the Consortium Agreement as a Sponsor and a Party thereto.

THIS AGREEMENT WITNESSES as follows:

1.	DEFINED TERMS AND CONSTRUCTION

1.1

Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.

1.2

This Agreement shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.

2.	UNDERTAKINGS

2.1

Assumption of obligations

The New Sponsor undertakes, to each of the other Parties that it will, with effect from the date hereof, perform and comply with each of the obligations of a Sponsor as if it had been a Party to the Consortium Agreement at the date of execution thereof and the Existing Parties agree that where there is a reference to a “Sponsor” or “Party” there it shall be deemed to include a reference to the New Sponsor and with effect from the date hereof, all the rights of a Sponsor provided under the Consortium Agreement will be accorded to the New Sponsor as if the New Sponsor had been a Sponsor and a Party under the Consortium Agreement at the date of execution thereof.

2.2

Contribution to Parent

The New Sponsor shall, at the Closing, contribute an amount of cash in United States dollars to Parent in such amount as set forth in Schedule B hereto.

3.	REPRESENTATIONS AND WARRANTIES

3.1

The New Sponsor represents and warrants to each of the other Parties as follows:

3.1.1

Status

It is a limited partnership duly organized, established and validly existing under the laws of the jurisdiction stated in preamble 1 of this Agreement and has all requisite power and authority to own, lease and operate its assets and to conduct the business which it conducts.

3.1.2

Due Authorization

It has full power and authority to execute and deliver this Agreement and the execution, delivery and performance of this Agreement by the New Sponsor has been duly authorized by all necessary action on behalf of the New Sponsor.

3.1.3

Legal, Valid and Binding Obligation

This Agreement has been duly executed and delivered by the New Sponsor and constitutes the legal, valid and binding obligation of the New Sponsor, enforceable against it in accordance with the terms hereof.

3.1.4

Reliance

Each Party acknowledges that the other Parties have entered into this Agreement on the basis of and reliance upon (among other things) the representations and warranties in Sections 3.1.1 to 3.1.3 and have been induced by them to enter into this Agreement.

4.	NOTICE.

Any notice, request, instruction or other document to be provided hereunder by any Party to another Party shall be in writing and delivered personally or sent by facsimile, overnight courier or electronic mail, to the address, facsimile number or electronic mail address provided under the other Party’s signature page to the Consortium Agreement (in the case of the New Sponsor, under its signature page hereto), or to any other address, facsimile number or electronic mail address as a Party may hereafter specify for the purpose by notice to the other Parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 6:00 p.m. on a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

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.

6.	DISPUTE RESOLUTION.

6.1

Any disputes, actions and proceedings against any Party or arising out of or in any way relating to this Agreement shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 6.1 (the “Rules”). The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the tribunal shall consist of three arbitrators (each, an “Arbitrator”). The claimant(s), irrespective of number, shall nominate jointly one Arbitrator; the respondent(s), irrespective of number, shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the 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.

6.2

Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out in this Section 6, any Party may, to the extent permitted under the laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 6.2 is only applicable to the seeking of interim injunctions and does not restrict the application of Section 6.1 in any way.

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.

[Signature page follows.]

IN WITNESS WHEREOF, the New Sponsor has caused this Agreement to be duly executed by its respective authorized officers as of the day and year first above written.


Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership)


By: Ningxia Zhongyincashmere International Group Co., Ltd., its general partner

By:	/s/ Shengming Ma
	Name:	Shengming Ma
	Title:	Chairman

Notice details:

Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China
Attention: Xiaofei Chen
Facsimile: 0591-4519290

With a copy to (which shall not constitute notice):

Wilson Sonsini Goodrich & Rosati, P.C. Address: Jin Mao Tower, 38F, Unit 3
88 Century Blvd, Pudong
Shanghai 200121
Attention: Zhan Chen
Facsimile: +86 21 6165 1799

[Signature Page to Adherence Agreement]

SCHEDULE A

Existing Parties

1.	Ningxia Yilida Capital Investment Limited Partnership , a limited partnership formed under the laws of the People’s Republic of China

2.	Ningxia Zhongyincashmere International Group Co., Ltd. , a company formed under the laws of People’s Republic of China.

3.	Orient Hongtai (Hong Kong) Limited, a company incorporated and existing under the laws of Hong Kong.

4.	Orient Hongzhi (Hong Kong) Limited, a company incorporated and existing under the laws of Hong Kong.

5.	Hao Ding International Limited, a British Virgin Islands company.

Schedule A

SCHEDULE B

Amount Committed by New Sponsor

US$115,403,144.40

Schedule B

Exhibit 7.08

EXECUTION VERSION

CONFIDENTIAL

ADHERENCE AGREEMENT

THIS ADHERENCE AGREEMENT (this “Agreement”) is entered into on April 3, 2015

BY:

Ningxia Silkroad Equity Investment Partnership Enterprise (Limited Partnership) LOGO , a limited partnership organized and existing under the laws of the People’s Republic of China (the “New Sponsor”).

RECITALS:

(A)

(B)	Additional parties may be admitted to the Consortium as “Sponsors” pursuant to Section 2.1 of the Consortium Agreement.

(C)	The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to sign this Agreement, and to be bound by the terms of the Consortium Agreement as a Sponsor and a Party thereto.

THIS AGREEMENT WITNESSES as follows:

1.	DEFINED TERMS AND CONSTRUCTION

1.1

Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.

1.2

This Agreement shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.

2.	UNDERTAKINGS

2.1

Assumption of obligations

2.2

Contribution to Parent

The New Sponsor shall, at the Closing, contribute an amount of cash in United States dollars to Parent in such amount as set forth in Schedule B hereto.

3.	REPRESENTATIONS AND WARRANTIES

3.1

The New Sponsor represents and warrants to each of the other Parties as follows:

3.1.1

Status

3.1.2

Due Authorization

3.1.3

Legal, Valid and Binding Obligation

3.1.4

Reliance

4.	NOTICE.

5.	GOVERNING LAW.

6.	DISPUTE RESOLUTION.

6.1

6.2

7.	SPECIFIC PERFORMANCE.

[Signature page follows.]

IN WITNESS WHEREOF, the New Sponsor has caused this Agreement to be duly executed by its respective authorized officers as of the day and year first above written.


Ningxia Silkroad Equity Investment Partnership Enterprise (Limited Partnership)


By: Ningxia Zhongyincashmere International Group Co., Ltd., its general partner

By:	/s/ Shengming Ma
	Name:	Shengming Ma
	Title:	Chairman


Notice details:

Address: Zhongyin Avenue, The Cashmere Industrial Park, Lingwu, Ningxia Province, China
Attention:		Xiaofei Chen
Facsimile:		0591-4519290

With a copy to (which shall not constitute notice):

Wilson Sonsini Goodrich & Rosati, P.C. Address: Jin Mao Tower, 38F, Unit 3
88 Century Blvd, Pudong
Shanghai 200121
Attention:		Zhan Chen
Facsimile:		+86 21 6165 1799

SCHEDULE A

Existing Parties

1.	Ningxia Yilida Capital Investment Limited Partnership , a limited partnership formed under the laws of the People’s Republic of China

2.	Ningxia Zhongyincashmere International Group Co., Ltd. , a company formed under the laws of People’s Republic of China.

3.	Orient Hongtai (Hong Kong) Limited, a company incorporated and existing under the laws of Hong Kong.

4.	Orient Hongzhi (Hong Kong) Limited, a company incorporated and existing under the laws of Hong Kong.

5.	Hao Ding International Limited, a British Virgin Islands company.

Schedule A

SCHEDULE B

Amount Committed by New Sponsor

US$234,542,965.55

Schedule B

Exhibit 7.09

EXECUTION VERSION

CONFIDENTIAL

ADHERENCE AGREEMENT

THIS ADHERENCE AGREEMENT (this “Agreement”) is entered into on April 3, 2015

BY:

Ningxia Zhengjun Equity Investment Partnership Enterprise (Limited Partnership) , a limited partnership organized and existing under the laws of the People’s Republic of China (the “New Sponsor”).

RECITALS:

(A)

(B)	Additional parties may be admitted to the Consortium as “Sponsors” pursuant to Section 2.1 of the Consortium Agreement.

(C)	The New Sponsor now wishes to participate in the Transaction contemplated under the Consortium Agreement, to sign this Agreement, and to be bound by the terms of the Consortium Agreement as a Sponsor and a Party thereto.

THIS AGREEMENT WITNESSES as follows:

1.	DEFINED TERMS AND CONSTRUCTION

1.1

Capitalized terms used but not defined herein shall have the meaning set forth in the Consortium Agreement.

1.2

This Agreement shall be incorporated into the Consortium Agreement as if expressly incorporated into the Consortium Agreement.

2.	UNDERTAKINGS

2.1

Assumption of obligations

2.2

Contribution to Parent

The New Sponsor shall, at the Closing, contribute an amount of cash in United States dollars to Parent in such amount as set forth in Schedule B hereto.

3.	REPRESENTATIONS AND WARRANTIES

3.1

The New Sponsor represents and warrants to each of the other Parties as follows:

3.1.1

Status

3.1.2

Due Authorization

3.1.3

Legal, Valid and Binding Obligation

3.1.4

Reliance

4.	NOTICE.

5.	GOVERNING LAW.

6.	DISPUTE RESOLUTION.

6.1

6.2

7.	SPECIFIC PERFORMANCE.

[Signature page follows.]

IN WITNESS WHEREOF, the New Sponsor has caused this Agreement to be duly executed by its respective authorized officers as of the day and year first above written.


Ningxia Zhengjun Equity Investment Partnership Enterprise (Limited Partnership)

By: Shanghai Yingfeng Investment Management Company Limited, its general partner

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director


Notice details:

Address: No. 19, Lane 666, Zhangheng Road,
Pudong New Area, Shanghai, China Attention: Yingfeng Zhang

Facsimile: 021-5027 0092

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

Wilson Sonsini Goodrich & Rosati, P.C. Address: Jin Mao Tower, 38F, Unit 3
88 Century Blvd, Pudong
Shanghai 200121
Attention: Zhan Chen
Facsimile: +86 21 6165 1799

[Signature Page to Adherence Agreement]

SCHEDULE A

Existing Parties

1.	Ningxia Yilida Capital Investment Limited Partnership , a limited partnership formed under the laws of the People’s Republic of China

2.	Ningxia Zhongyincashmere International Group Co., Ltd. , a company formed under the laws of People’s Republic of China.

3.	Orient Hongtai (Hong Kong) Limited, a company incorporated and existing under the laws of Hong Kong.

4.	Orient Hongzhi (Hong Kong) Limited, a company incorporated and existing under the laws of Hong Kong.

5.	Hao Ding International Limited, a British Virgin Islands company.

Schedule A

SCHEDULE B

Amount Committed by New Sponsor

US$117,271,481.00

Schedule B

Exhibit 7.10

EXECUTION VERSION

CONFIDENTIAL

April 3, 2015

Capitalhold Limited

Address: No. 19, Lane 666, Zhangheng Road,

Pudong New Area, Shanghai, China

Attention: Yingfeng Zhang

Address: Zhongyin Avenue, The Cashmere Industrial Park,

Lingwu, Ningxia Province, China

Attention: Xiaofei Chen

Facsimile: +86 591 4519290

Ladies and Gentlemen:

Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) LOGO , a limited partnership organized under the laws of the People’s Republic of China (the “Sponsor”) is pleased to offer this commitment with respect to the purchase of certain equity interests of Capitalhold Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). Parent has been formed for purposes of acquiring Shanda Games Limited (the “Company”) pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among the Company, Parent and Capitalcorp Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”) on the terms and subject to the conditions set forth in the Merger Agreement. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement. This letter agreement (this “Agreement”) is being delivered concurrently with the commitment letters substantially identical to this Agreement, each dated as of the date hereof, from Ningxia Silkroad Equity Investment Partnership Enterprise (Limited Partnership) LOGO (“Sponsor 2”) and Ningxia Zhengjun Equity Investment Partnership Enterprise (Limited Partnership) LOGO (“Sponsor 3”) to Parent setting forth each such person’s commitment to purchase, on the terms and subject to the conditions set forth therein, certain equity interests of Parent (the “Other Sponsor Commitment Letters”).

1. Commitment. The Sponsor shall, at or immediately prior to the Effective Time, purchase, or to cause the purchase of, directly or indirectly through one or more affiliated entities, equity securities of Parent for an aggregate purchase price equal to US$115,403,144.40 (the “Commitment”), on the terms and subject to the conditions specified herein, which Commitment is to be used by Parent solely for the purpose of funding a portion of the Merger Consideration required to be paid by Parent to consummate the Transactions pursuant to the Merger Agreement and the payment of a portion of the fees and expenses incurred in connection with the Transactions. In the event Parent does not require an amount equal to the sum of the Commitment plus the aggregate amount of the commitments under the Other Sponsor Commitment Letters in order to consummate the Merger, then the Commitment and the commitments under each of the Other Sponsor Commitment Letters may be reduced on a pro rata basis, subject to Parent’s prior written consent, to an amount that is sufficient for Parent and Merger Sub to consummate the Transactions and pay all of the fees and expenses incurred in connection with the Transactions.

2. Conditions. The Sponsor’s Commitment shall be subject to (a) the satisfaction or waiver (to the extent permitted) at or prior to the Closing of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Closing 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) and (b) the substantially simultaneous consummation of the Closing in accordance with the terms of the Merger Agreement. The Sponsor may allocate or otherwise assign all or a portion of the Commitment to (i) subject to the prior written consent of Parent, one or more Affiliates of the Sponsor, or (ii) subject to the prior written consent of each of Parent and the Company, other persons, provided that in each of clauses (i) and (ii), (A) such allocation or assignment shall not relieve the Sponsor of any of its obligations hereunder, including its obligation to fund the full amount of the Commitment in accordance with the terms of this Agreement, and the Sponsor shall remain jointly and severally liable with any and all parties to which any portion of the Sponsor’s Commitment has been allocated or assigned, (B) the person to which any portion of the Commitment is allocated or otherwise assigned executes an equity commitment letter substantially identical to this Agreement, and (C) the Sponsor’s Commitment hereunder will only be reduced by any amounts actually contributed to Parent by such Affiliates or other persons (and not returned) at or prior to the Closing Date for the purpose of funding a portion of the Merger Consideration, any other amounts required to be paid pursuant to the Merger Agreement and related fees and expenses incurred or to be incurred pursuant to the Merger Agreement.

3. Limited Guarantee. Concurrently with the execution and delivery of this Agreement, the Sponsor is executing and delivering to the Company a limited guarantee related to certain of Parent’s and Merger Sub’s obligations under the Merger Agreement (the “Limited Guarantee”). The parties acknowledge and agree that the Company’s rights pursuant to Section 5 hereof, the Company’s rights against Parent and Merger Sub pursuant to the Merger Agreement, and the Company’s remedies against the Sponsor and the Non-Recourse Parties (as defined in the Limited Guarantee) under the Limited Guarantee, shall be, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the Sponsor or any Non-Recourse Party in respect of any liabilities or obligations arising under, or in connection with, the Merger Agreement or the transactions contemplated thereby or the negotiation thereof, including in the event Parent or Merger Sub breaches its obligations under the Merger Agreement, whether or not such breach is caused by the Sponsor’s breach of its obligations under this Agreement.

-2-

4. Parties in Interest; Third-Party Beneficiaries. The parties hereto hereby agree that their respective agreements and obligations set forth herein are solely for the benefit of the other party hereto and its respective successors and permitted assigns, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and does not, confer upon any person other than the parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights to enforce or cause Parent to enforce, the obligations set forth herein; provided, that the Company is an express third-party beneficiary hereof and shall have the enforcement rights provided in Section 5 of this Agreement and no others. Nothing in this Agreement, express or implied, is intended to confer upon any person other than Parent, the Sponsor and, to the extent provided in this Section 4, the Company, any rights or remedies under, or by reason of, this Agreement or to confer upon any person any rights or remedies against any person other than the Sponsor under or by reason of this Agreement, except that any Non-Recourse Party may rely on and enforce the provisions of Section 3 hereof.

5. Enforceability. The parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement was not performed in accordance with the terms hereof. This Agreement may only be enforced by (a) Parent or (b) the Company, which is hereby entitled to seek specific performance of the Sponsor’s obligations to fund the Commitment in accordance with the terms hereof and Section 9.08 of the Merger Agreement. No creditor of Parent or Merger Sub (other than the Company to the extent provided herein) shall have any right to enforce this Agreement or to cause Parent or any other person to seek to enforce this Agreement against the Sponsor.

6. No Modification; Entire Agreement. This Agreement may not be amended or otherwise modified without the prior written consent of Parent and the Sponsor. Together with the Merger Agreement and the Limited Guarantee, this Agreement constitutes the entire 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 Parent or any of its Affiliates, on the other, with respect to the transactions contemplated hereby. Except as expressly permitted in Section 2 hereof, no transfer of any rights or obligations hereunder shall be permitted without the consent of Parent and the Sponsor. Any transfer in violation of the preceding sentence shall be null and void.

7. Governing Law; Dispute Resolution.

(a) This Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the State of New York without regard to the conflict of Law principles thereof that would subject such matter to the Laws of another jurisdiction. 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 (the “Rules”) 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.

-3-

(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 7, any party may, to the extent permitted under the Laws of the jurisdiction where application is made, seek an interim injunction from a court or other authority with competent jurisdiction and, notwithstanding that this Agreement is governed by the Laws of the State of New York, a court or authority hearing an application for injunctive relief may apply the procedural Law of the jurisdiction where the court or other authority is located in determining whether to grant the interim injunction. For the avoidance of doubt, this Section 7(b) is only applicable to the seeking of interim injunctions and does not otherwise restrict the application of Section 7(a) in any way.

8. Counterparts. This Agreement may be executed in any number of counterparts (including by facsimile or by .pdf delivered via email), each such counterpart when executed being deemed to be an original instrument, and all such counterparts shall together constitute one and the same agreement.

9. Confidentiality. This Agreement shall be treated as confidential and is being provided to Parent and the Company solely in connection with the Merger. This Agreement may not be used, circulated, quoted or otherwise referred to in any document by Parent or the Company except with the prior written consent of Sponsor in each instance; provided, that no such written consent is required for any disclosure of this Agreement to (i) the extent required by applicable Law, the applicable rules of any national securities exchange or in connection with any SEC filing relating to the Merger or (ii) Parent’s or the Company’s Affiliates and Representatives who need to know of the existence of this Agreement.

10. Termination. The obligation of the Sponsor under or in connection with this Agreement will terminate automatically and immediately upon the earliest to occur of (a) the Closing (at which time all such obligations shall be discharged, but subject to the performance of such obligations), (b) the termination of the Merger Agreement pursuant to its terms (unless the Company shall have previously made a claim under clause (b) of the first sentence of Section 5 hereof, in which case this Agreement shall terminate upon the final, non-appealable resolution of such action and satisfaction by the Sponsor of any obligations finally determined or agreed to be owed by the Sponsor, consistent with the terms hereof), and (c) the Company or any of its Affiliates, or any person claiming by, through or for the benefit of the Company, asserting a claim that would make the Limited Guarantee become terminable in accordance with the terms thereof.

-4-

11. No Assignment. Except as otherwise provided in Section 2 hereof, the Sponsor’s obligation to fund the Commitment may not be assigned or delegated (whether by operation of Law, merger, consolidation or otherwise). Parent may not assign its rights to any of its Affiliates or other entity owned directly or indirectly by the beneficial owners of Parent, 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 purported assignment of this Agreement or the Commitment in contravention of this Section 11 shall be void.

12. Representations and Warranties. The Sponsor hereby represents and warrants with respect to itself to Parent that (a) it is duly organized, validity existing and in good standing under the laws of its jurisdiction of organization, (b) it has all limited partnership or other organizational power and authority to execute, deliver and perform this Agreement, (c) the execution, delivery and performance of this Agreement by it has been duly and validly authorized and approved by all necessary limited partnership or other organizational action by it, (d) this Agreement has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it and (assuming due execution and delivery of this Agreement, the Merger Agreement, and the Limited Guarantee by all other parties hereto and thereto), enforceable against it in accordance with the terms of this Agreement (subject to the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law)), (e) its Commitment is less than the maximum amount that it is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise, and (f) it has uncalled capital commitments or otherwise has available funds in excess of the sum of its Commitment hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding.

[Remainder of the page intentionally left blank – signature page follows]

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Sincerely,

Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership)


By: Ningxia Zhongyincashmere International Group Co., Ltd., its general partner

By:	/s/ Shengming Ma
	Name:	Shengming Ma
	Title:	Chairman

Agreed to and accepted:


CAPITALHOLD LIMITED

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

Exhibit 7.11

EXECUTION VERSION

CONFIDENTIAL

April 3, 2015

Capitalhold Limited

Address: No. 19, Lane 666, Zhangheng Road,

Pudong New Area, Shanghai, China

Attention: Yingfeng Zhang

Address: Zhongyin Avenue, The Cashmere Industrial Park,

Lingwu, Ningxia Province, China

Attention: Xiaofei Chen

Facsimile: +86 591 4519290

Ladies and Gentlemen:

Ningxia Silkroad Equity Investment Partnership Enterprise (Limited Partnership) LOGO , a limited partnership organized under the laws of the People’s Republic of China (the “Sponsor”) is pleased to offer this commitment with respect to the purchase of certain equity interests of Capitalhold Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). Parent has been formed for purposes of acquiring Shanda Games Limited (the “Company”) pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among the Company, Parent and Capitalcorp Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”) on the terms and subject to the conditions set forth in the Merger Agreement. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement. This letter agreement (this “Agreement”) is being delivered concurrently with the commitment letters substantially identical to this Agreement, each dated as of the date hereof, from Ningxia Zhengjun Equity Investment Partnership Enterprise (Limited Partnership) LOGO (“Sponsor 2”) and Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) LOGO (“Sponsor 3”) to Parent setting forth each such person’s commitment to purchase, on the terms and subject to the conditions set forth therein, certain equity interests of Parent (the “Other Sponsor Commitment Letters”).

1. Commitment. The Sponsor shall, at or immediately prior to the Effective Time, purchase, or to cause the purchase of, directly or indirectly through one or more affiliated entities, equity securities of Parent for an aggregate purchase price equal to US$234,542,965.55 (the “Commitment”), on the terms and subject to the conditions specified herein, which Commitment is to be used by Parent solely for the purpose of funding a portion of the Merger Consideration required to be paid by Parent to consummate the Transactions pursuant to the Merger Agreement and the payment of a portion of the fees and expenses incurred in connection with the Transactions. In the event Parent does not require an amount equal to the sum of the Commitment plus the aggregate amount of the commitments under the Other Sponsor Commitment Letters in order to consummate the Merger, then the Commitment and the commitments under each of the Other Sponsor Commitment Letters may be reduced on a pro rata basis, subject to Parent’s prior written consent, to an amount that is sufficient for Parent and Merger Sub to consummate the Transactions and pay all of the fees and expenses incurred in connection with the Transactions.

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7. Governing Law; Dispute Resolution.

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[Remainder of the page intentionally left blank – signature page follows]

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Sincerely,

Ningxia Silkroad Equity Investment Partnership Enterprise (Limited Partnership)


By: Ningxia Zhongyincashmere International Group Co., Ltd., its general partner

By:	/s/ Shengming Ma
	Name:	Shengming Ma
	Title:	Chairman


Agreed to and accepted:

CAPITALHOLD LIMITED

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

Exhibit 7.12

EXECUTION VERSION

CONFIDENTIAL

April 3, 2015

Capitalhold Limited

Address: No. 19, Lane 666, Zhangheng Road,

Pudong New Area, Shanghai, China

Attention: Yingfeng Zhang

Address: Zhongyin Avenue, The Cashmere Industrial Park,

Lingwu, Ningxia Province, China

Attention: Xiaofei Chen

Facsimile: +86 591 4519290

Ladies and Gentlemen:

Ningxia Zhengjun Equity Investment Partnership Enterprise (Limited Partnership) LOGO , a limited partnership organized under the laws of the People’s Republic of China (the “Sponsor”) is pleased to offer this commitment with respect to the purchase of certain equity interests of Capitalhold Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”). Parent has been formed for purposes of acquiring Shanda Games Limited (the “Company”) pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among the Company, Parent and Capitalcorp Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Merger Sub”) on the terms and subject to the conditions set forth in the Merger Agreement. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement. This letter agreement (this “Agreement”) is being delivered concurrently with the commitment letters substantially identical to this Agreement, each dated as of the date hereof, from Ningxia Silkroad Equity Investment Partnership Enterprise (Limited Partnership) LOGO (“Sponsor 2”) and Ningxia Zhongrong Legend Equity Investment Partnership Enterprise (Limited Partnership) LOGO (“Sponsor 3”) to Parent setting forth each such person’s commitment to purchase, on the terms and subject to the conditions set forth therein, certain equity interests of Parent (the “Other Sponsor Commitment Letters”).

1. Commitment. The Sponsor shall, at or immediately prior to the Effective Time, purchase, or to cause the purchase of, directly or indirectly through one or more affiliated entities, equity securities of Parent for an aggregate purchase price equal to US$117,271,481.00 (the “Commitment”), on the terms and subject to the conditions specified herein, which Commitment is to be used by Parent solely for the purpose of funding a portion of the Merger Consideration required to be paid by Parent to consummate the Transactions pursuant to the Merger Agreement and the payment of a portion of the fees and expenses incurred in connection with the Transactions. In the event Parent does not require an amount equal to the sum of the Commitment plus the aggregate amount of the commitments under the Other Sponsor Commitment Letters in order to consummate the Merger, then the Commitment and the commitments under each of the Other Sponsor Commitment Letters may be reduced on a pro rata basis, subject to Parent’s prior written consent, to an amount that is sufficient for Parent and Merger Sub to consummate the Transactions and pay all of the fees and expenses incurred in connection with the Transactions.

-2-

-3-

7. Governing Law; Dispute Resolution.

-4-

[Remainder of the page intentionally left blank – signature page follows]

-5-


Sincerely,

Ningxia Zhengjun Equity Investment Partnership Enterprise (Limited Partnership)


By: Shanghai Yingfeng Investment Management Company Limited, its general partner

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director


Agreed to and accepted:

CAPITALHOLD LIMITED

By:	/s/ Yingfeng Zhang
	Name:	Yingfeng Zhang
	Title:	Director

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