UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c)
and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2.

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Shanda Games Limited

 

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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		Page		2		of		10

* See Item 4 of this Schedule.

** Based on 167,000,000 Class A Ordinary Shares, par value US$0.01 per share (“Class A Shares”), reported as outstanding immediately after the initial public offering by Shanda Games Limited in its prospectus dated September 24, 2009 and filed with the Securities and Exchange Commission (“SEC”) on September 28, 2009.

CUSIP No.		81941U105		Page		3		of		10

* See Item 4 of this Schedule.

** Based on 167,000,000 Class A Shares reported as outstanding immediately after the initial public offering by Shanda Games Limited in its prospectus dated September 24, 2009 and filed with the SEC on September 28, 2009.

CUSIP No.		81941U105		Page		4		of		10

* See Item 4 of this Schedule.

** Based on 167,000,000 Class A Shares reported as outstanding immediately after the initial public offering by Shanda Games Limited in its prospectus dated September 24, 2009 and filed with the SEC on September 28, 2009.

CUSIP No.		81941U105		Page		5		of		10

* See Item 4 of this Schedule.

** Based on 167,000,000 Class A Shares reported as outstanding immediately after the initial public offering by Shanda Games Limited in its prospectus dated September 24, 2009 and filed with the SEC on September 28, 2009.

Page 6 of 10

Item 1(a).		Name of Issuer: Shanda Games Limited
Item 1(b).		Address of Issuer’s Principal Executive Offices:
		No. 1 Office Building No. 690 Bibo Road Pudong New Area Shanghai 201203 People’s Republic of China
Item 2(a).		Name of Person Filing:
		(i)		Temasek Holdings (Private) Limited (“Temasek Holdings”).
		(ii)		Temasek Capital (Private) Limited (“Temasek Capital”), a wholly-owned subsidiary of Temasek Holdings.
		(iii)		Seletar Investments Pte Ltd (“Seletar”), a wholly-owned subsidiary of Temasek Capital.
		(iv)		Baytree Investments (Mauritius) Pte Ltd (“Baytree”), a wholly-owned subsidiary of Seletar.
Item 2(b).		Address of Principal Business Office or, if none, Residence:
		(i)		60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
		(ii)		60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
		(iii)		60B Orchard Road #06-18 Tower 2, The Atrium@Orchard, Singapore 238891
		(iv)		c/o International Management (Mauritius) Limited Les Cascades Building, Edith Cavell Street, Port Louis, Mauritius
Item 2(c).		Citizenship:
		(i)		Singapore
		(ii)		Singapore
		(iii)		Singapore
		(iv)		Mauritius
Item 2(d).		Title of Class of Securities:
		Class A Ordinary Shares, par value US$0.01 per share, including Class A Ordinary Shares represented by American Depositary Shares (“ADSs”), each representing two Class A Ordinary Shares
Item 2(e).		CUSIP Number:
		ADSs: 81941U105
Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
		Not applicable.

Page 7 of 10

Item 4.		Ownership.
		(a)		Amount beneficially owned: 8,380,768 Class A Shares (in the form of ADSs).
				As of the date of this Schedule, Baytree directly owns 8,380,768 Class A Shares (in the form of ADSs). Baytree is wholly-owned by Seletar, which in turn is wholly-owned by Temasek Capital, which in turn is wholly-owned by Temasek Holdings. Accordingly, as of the date of this Schedule, each of Temasek Holdings, Temasek Capital and Seletar may be deemed to beneficially own the 8,380,768 Class A Shares (in the form of ADSs) owned directly by Baytree.
		(b)		Percent of class: 5.02%
				The 8,380,768 Class A Shares (in the form of ADSs) directly owned by Baytree constitute approximately 5.02% of the Class A Shares outstanding (including Class A Shares represented by ADSs).
				The Class A Shares (in the form of ADSs) that may be deemed to be beneficially owned by each of Temasek Holdings, Temasek Capital and Seletar constitute approximately 5.02% of the Class A Shares outstanding (including Class A Shares represented by ADSs)
				All percentage calculations in this Schedule are based on 167,000,000 Class A Shares reported as outstanding immediately after the initial public offering by Shanda Games Limited in its prospectus dated September 24, 2009 and filed with the SEC on September 28, 2009.
		(c)		Number of shares as to which the person has:
				(i)		Sole power to vote or to direct the vote: 0.
				(ii)		Shared power to vote or to direct the vote:
						Temasek Holdings: 8,380,768.
						Temasek Capital: 8,380,768.
						Seletar: 8,380,768.
						Baytree: 8,380,768.
				(iii)		Sole power to dispose or to direct the disposition of: 0
				(iv)		Shared power to dispose or to direct the disposition of:
						Temasek Holdings: 8,380,768.
						Temasek Capital: 8,380,768.
						Seletar: 8,380,768.
						Baytree: 8,380,768.
Item 5.		Ownership of Five Percent or Less of a Class.
		Not Applicable.
Item 6.		Ownership of More than Five Percent on Behalf of Another Person.
		Not Applicable.
Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
		Not Applicable.
Item 8.		Identification and Classification of Members of the Group.
		Not Applicable.
Item 9.		Notice of Dissolution of Group.
		Not Applicable
Item 10.		Certification.
		By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

     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.

Exhibit Index

Exhibit A		Joint Filing Agreement, dated February 12, 2010, among Temasek Holdings (Private) Limited, Temasek Capital (Private) Limited, Seletar Investments Pte Ltd and Baytree Investments (Mauritius) Pte Ltd.