UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SHANDA INTERACTIVE ENTERTAINMENT LTD 1 INTELIGENT OFFICE BUILDING 690 BIBO ROAD ZHANGJIANG SHANGHAI CHINA, F4 0000 |
 |  X |  |  |
Skyline Media LTD PALM GROVE HOUSE P.O. BOX 438 ROAD TOWN, TORTOLA, D8 00000 |
 |  X |  |  |
Skyline Capital International LTD NO. 1 OFFICE BUILDING, NO. 690 PUDONG, NEW AREA SHANGHAI, F4 201203 |
 |  X |  |  |
Shanda Media LTD NO. 1 OFFICE BUILDING, NO. 690 PUDONG, NEW AREA SHANGHAI, F4 201203 |
 |  |  | (4) |
/s/ Tianqiao Chen - Tianqiao Chen, Chief Executive Officer of Shanda Interactive Enteratainment Limited | 02/18/2005 | |
**Signature of Reporting Person | Date | |
/s/ Tianqiao Chen - Tianqiao Chen, Director and Attorney in Fact of Skyline Media Limited | 02/18/2005 | |
**Signature of Reporting Person | Date | |
/s/ Tianqiao Chen - Tianqiao Chen, Director and Attorney in Fact of Shanda Media Limited a Director of Skyline Capital International Limited | 02/18/2005 | |
**Signature of Reporting Person | Date | |
/s/ Tianqiao Chen - Tianqiao Chen, Director and Attorney in Fact of Shanda Media Limited | 02/18/2005 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Shanda Interactive Entertainment Limited ("Shanda") owns 9,133,750 ordinary shares of record and 222,500 ordinary shares through its direct, wholly-owned subsidiary Shanda Holdings Limited. In addition to these 9,356,250 shares, as a result of an Agency Purchase Agreement amongst Shanda, Skyline Media Limited, Skyline Capital International Limited and Shanda Media Limited, Shanda may be deemed to be a beneficial owner of the Issuer's shares owned of record by Skyline Media Limited, Skyline Capital International Limited, and Shanda Media Limited. |
(2) | Skyline Media Limited ("Skyline") owns 481,875 ordinary shares of record. Skyline owns 60.4% of the outstanding ordinary shares of Shanda and, as a result, Skyline may be deemed to be a beneficial owner of an additional 9,339,890 shares of the Issuer beneficially owned by Shanda. Skyline disclaims beneficial ownership of any ordinary shares of the Issuer except to the extent of its pecuniary interest. |
(3) | Skyline Capital International Limited ("SCIL") owns 46,140 ordinary shares of record. SCIL is the sole shareholder of Skyline, and, as a result, SCIL may be deemed to be a beneficial owner of Issuer's shares beneficially owned by Skyline. SCIL disclaims beneficial ownership of any ordinary shares of the Issuer except to the extent of its pecuniary interest. |
(4) | Shanda Media Limited ("SML") owns 160,000 ordinary shares of record. Tianqiao Chen, Chairman and Chief Executive Officer of Shanda, is the sole shareholder of SML. Tianqiao Chen disclaims beneficial ownership of any shares of the Issuer beneficially owned by SML except to the extent of his pecuniary interest. SML is a party to an Agency Purchase Agreement with Shanda, Skyline and SCIL pursuant to which it is obligated to sell to Shanda all of the shares of the Issuer owned by it and it has granted to Shanda an irrevocable proxy for the voting and disposition of any Issuer's shares owned of record by SML. As a result of this agreement, SML may be deemed to be a member of a group holding, in the aggregate, more than 10% of the Issuer's outstanding stock and may be deemed to be a beneficial owner of the Issuer's shares beneficially owned by Shanda, Skyline and SCIL. SML disclaims group membership and disclaims beneficial ownership of any ordinary shares of the Issuer except to the extent of its pecuniary interest. |