Filed Pursuant to Rule 424(b)(3)
Registration No. 333-122029
Shanda Interactive Entertainment Limited
Prospectus Supplement No. 4
Dated November 25, 2005
to
Prospectus Dated July 15, 2005
$275,000,000 Principal Amount of Zero Coupon Senior Convertible Notes due 2014
and Ordinary Shares Issuable Upon Conversion of the Notes
This prospectus supplement supplements and should be read in connection with the prospectus of
Shanda Interactive Entertainment Limited dated July 15, 2005 and prospectus supplements no. 1 dated
July 26, 2005, no. 2 dated August 29, 2005 and no. 3 dated October 18, 2005. This prospectus
supplement is qualified by reference to the prospectus and such prospectus supplements, except to
the extent that the information provided hereby supersedes the information contained in the
prospectus or such prospectus supplements. All capitalized terms used but not defined in this
prospectus supplement have the meanings given them in the prospectus.
See “Risk Factors” beginning on page 8 of the prospectus to read about risks you should consider before
buying the Notes.
Neither the United States Securities and Exchange Commission nor any state securities commission or
other regulatory body has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The information appearing in the table below, as of the date hereof, supplements the
information appearing under the heading “Information About the Offering—Selling Securityholders”
in the prospectus and the previous prospectus supplements, and where the name of a selling
securityholder identified in the table below also appears in the table in the prospectus and/or a
previous prospectus supplement, the information set forth in the table below regarding that selling
securityholder supersedes the information in the prospectus and/or such prospectus supplement. The
principal amount of Notes and the number of our ordinary shares issuable upon conversion of the
Notes indicated may be in excess of the total amount registered under the shelf registration
statement of which this prospectus forms a part, due to sales or transfers by selling
securityholders of such Notes or shares in transactions exempt from the registration requirements
of the Securities Act after the date on which they provided us information regarding their holdings
of Notes and our ordinary shares.
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Maximum Number of |
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Principal Amount in |
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Ordinary Shares |
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US$ of Notes |
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Issuable Upon |
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Beneficially Owned |
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Percentage of Outstanding |
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Conversion of the Notes |
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Percentage of Ordinary Shares |
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and Offered |
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Notes |
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That May be Sold (1) |
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Outstanding (2) |
Goldman Sachs & Co.
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$ |
9,000 |
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* |
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453 |
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* |
UBS AG London F\B\O HFS
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5,000,000 |
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1.8 |
% |
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251,908 |
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Less than 1%. |
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| (1) |
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For purposes of presenting the maximum number of ordinary shares issuable upon
conversion of the notes, we have assumed that each $1,000 in principal amount of the notes is
convertible into 50.3816 of our ordinary shares. Although this is the initial conversion rate
of the notes, the conversion consideration for each Note will actually consist of (a) cash in
an amount equal to the lesser of (i) the principal value of such Note, or (ii) the conversion
value of such Note (as defined in this prospectus), and (b) a number of our ordinary shares
equal to the sum of the daily share amounts (calculated as described in this prospectus) for
each of the five consecutive trading days beginning on the third trading day following the
conversion date. In addition, the conversion rate is subject to adjustment as described under
“Description of the Notes—Antidilution Adjustments” in the prospectus. As a result, the
number of our ordinary shares issuable upon the conversion of each Note may be higher or lower
than the figure indicated. |
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Based on 139,960,328 number of ordinary shares outstanding as of the close of business on
December 31, 2004. |
The date of this prospectus supplement is November 25, 2005.