The Companies Law (Revised)
Company Limited by Shares
THE AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
Shanda Games Limited
(Adopted by way of a special resolution passed on September 1, 2009)
1. The name of the Company is Shanda Games Limited.
2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.
3. Subject to the following provisions of this Memorandum, the objects for which the Company is established
4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of
exercising all the functions of a natural person of full capacity irrespective of any question of corporate
benefit, as provided by Section 27(2) of the Companies Law.
5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required
under the laws of the Cayman Islands unless duly licensed.
6. The Company shall not trade in the Cayman Islands with any person, firm or corporation except in
furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in
this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman
Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business
outside the Cayman Islands.
7. The liability of each member is limited to the amount from time to time unpaid on such member’s shares.
8. The authorized share capital of the Company is US$200,000,000 divided
into: (i) 16,000,000,000 Class A ordinary shares of a nominal or par value of US$0.01 each, and
(ii) 4,000,000,000 Class B ordinary shares of a nominal or par value of US$0.01 each, with the power for
the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or
reduce the s