FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-122029
SHANDA INTERACTIVE ENTERTAINMENT LIMITED
PROSPECTUS SUPPLEMENT NO. 5
DATED MAY 12 , 2006
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, no. 3 dated October 18, 2005 and no. 4 dated November 25, 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.
MAXIMUM NUMBER OF
ORDINARY SHARES
PRINCIPAL AMOUNT IN ISSUABLE UPON
US$ OF NOTES CONVERSION OF THE
BENEFICIALLY OWNED PERCENTAGE OF NOTES THAT MAY BE PERCENTAGE OF ORDINARY
SELLING SECURITYHOLDER AND OFFERED OUTSTANDING NOTES SOLD (1) SHARES OUTSTANDING (2)
---------------------- ------------------- ----------------- ----------------- ----------------------
CNHCA Master Account,
L.P.(3)............ $ 18,250,000 6.6% 919,464 *
---------------
* Less than 1%.
(1) 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.
(2) Based on 139,960,328 number of ordinary shares outstanding as of the close
of business on December 31, 2004.
(3) The securityholder has informed us that Robert Krail, Mark Mitchell and
Todd Pulvino have voting and dispositive power over the securities
beneficially owned by such securityholder.
The date of this prospectus supplement is May 12, 2006.