We believe that Shanda Interactive Entertainment Limited ("Shanda" or the "Company") enjoys a reputation of which we can be proud, and one that reflects our goals and the manner in which we work to achieve them. As a Shanda employee, you will be expected to know and comply with law and Company policies. The purpose of this Code of Conduct (the "Code") is to provide a summary of certain of Shanda's key policies and procedures, and is just one element of our overall effort to ensure lawful and ethical conduct. Simply restating these policies, however, does not lead inevitably to ethical conduct. You - the employee - must continue to understand, support and comply with these policies to enable us to achieve our business objectives. If you ever have any doubts as to whether certain conduct may violate this Code or any other policies of Shanda, you should always feel free to discuss the situation with your supervisor, the Director of Human Resources or the Company's General Counsel. Regardless of information provided by the Company, however, you are expected to know and follow the law as it relates to you as an employee and citizen. References to "employees" throughout this Code shall include all directors, officers and employees of the Company.

All Shanda employees must be wary of any investment, business interest or other association that interferes - or even appears to interfere - with their objective ability to act in the best interests of the Company. A conflict of interest arises when an employee's judgment in acting on behalf of the Company may be influenced by an actual or potential personal benefit of any kind. The benefits may be direct or indirect, may or may not be financial in nature, and could exist through family connections, personal associations or otherwise.

It is not possible to describe all the circumstances where conflicts of interest may exist, but the following examples provide some activities that should raise a "red flag":

• Competing with, or helping others to compete with, Shanda.
• Accepting material gifts, payment or services from those seeking to do business with the Company.
• Owning a substantial interest in a company that is a competitor, customer or supplier of the Company, or directing Company business to a firm in which a Shanda employee has a substantial interest (except that an ownership interest of two (2) percent or less in such a company, where the employee has no influence on the management of that company, is not prohibited).

If an employee finds himself or herself in a situation where a conflict of interest seems unavoidable, he or she should bring the matter to the attention of his or her immediate supervisor, who will be responsible for contacting Shanda's General Counsel for appropriate guidance.

Shanda is a publicly traded company in the United States. As such, we rely on the public securities markets for capital to fund many of our activities. Public investors rely upon the quality and integrity of our financial reports and press releases and accordingly, we are subject to a number of laws and regulations addressing the accuracy and completeness of our public reports and releases. Our Disclosure Controls and Procedures and Internal Financial Controls are outlined in a separate guideline. These Disclosure Controls and Procedures and Internal Financial Controls are overseen and monitored by the members of our Disclosure Committee. These requirements extend to all of our employees, however. You must ensure that the Company maintains and reports its financial and non-financial information accurately and properly.

(a) Financial Statements

Knowingly misrepresenting facts related to preparing financial statements, financial data or other Company records is strictly prohibited by Company policy and the law. In that regard, you must not:

• Make or approve, or direct another person to make, materially false or misleading entries in the financial statements or records of the Company.
• Fail to correct any financial statements or records of the Company that are materially false or misleading when you have the authority to make such corrections or fail to notify your supervisor of necessary corrections where you do not have the authority to make such corrections.
• Sign, or permit or direct another to sign, a document that contains materially false or misleading information or that omits material information necessary to prevent the document, in light of the circumstances at the time, from being misleading.

If you are or become aware of any such prohibited act, you must promptly notify your supervisors in accordance with our notification procedures.

(b) Periodic reports and other disclosure documents

 We are committed to providing full, fair, accurate, timely and understandable disclosure in periodic reports ("Periodic Reports") we file with, or furnish to, the Securities and Exchange Commission (the "SEC") and in all other disclosure documents we file with, or furnish to, the SEC or provide to the Company's investors or prospective investors ("Disclosure Documents"). If you help prepare, review, file or distribute the Company's Periodic Reports or Disclosure Documents, or collect and submit financial and non-financial data for inclusion in such reports or documents, you should:

• Promptly notify appropriate management personnel of all material information relating to the Company, particularly during periods in which any such report or document is being prepared.
• Carefully review the information (including, as applicable, footnote disclosure, selected financial data, and the Management's Discussion and Analysis of Financial Condition and Results of Operation) contained in drafts of any Periodic Reports or Disclosure Document submitted to you for review.
• If you believe the information included in such report or document does not fairly present in all material respects the business, financial condition, results of operations and cash flows of the Company, you should promptly notify appropriate management personnel (or follow the reporting alternatives under Section 4) of any issues, concerns or significant deficiencies in the financial and non-financial disclosure contained in any draft Periodic Report or Disclosure Document.
• Promptly notify appropriate management personnel (or follow the reporting alternatives under Section 4 ) if you become aware of
  (a) any significant deficiencies in the design or operation of the Company's internal controls that could adversely affect the Company's ability to record, process, summarize and report financial data and information
  (b) any fraud, whether or not material, that involves management or other Company employees who have a significant role in the Company's financial reporting or internal controls.
• Review our Disclosure Controls and Procedures and Internal Financial Controls frequently to ensure adequate understanding of your obligations to the Company regarding reporting of material financial or legal matters.

(c) Dealings with external auditors and internal audit staff

Our personnel who communicate with our external auditors and internal audit staff must adhere to the guidelines set forth below.

• You should be candid and forthright in all dealings with the Company's external auditors or internal audit staff, and you must not knowingly misrepresent facts or knowingly fail to disclose material facts.
• You must not take, or direct any other person to take, any action to fraudulently influence, coerce, manipulate, or mislead any auditor engaged in the performance of an audit of the Company's financial statements for the purpose of rendering such financial statements materially misleading.
• You must not make false or misleading statements to an accountant or auditor in connection with any audit or examination of the Company's financial statements.

(d) Steps to take if you disagree with or question financial statements or reporting

If you have a disagreement or dispute with your superiors relating to the Company's financial statements or the way transactions are recorded in the Company's books, you should take appropriate steps to ensure that the situation is resolved properly. You should make your concerns known to the appropriate higher level(s) of management within the Company (or follow the reporting alternatives under Section 4 ).

You should document your understanding of the facts, the issues involved, and the parties with whom these matters were discussed. If you are an attorney, you may be subject to additional ethical and legal responsibilities with respect to reporting such matters, and you should follow the procedures defined by the Company's legal department with respect to such matters.

If you have any questions regarding our Disclosure Control and Procedures and Internal Financial Controls, you should contact the Chairman of our Disclosure Committee.

The Company intends to enforce the provisions of this Code in a consistent manner, regardless of the status of the employee at the Company. Enforcement by the Company shall commence promptly following notice to the Company of any violation or alleged violation of this Code. The General Counsel shall be responsible for receiving such notices and for applying the provisions of this Code to situations that violate or potentially violate this Code.

An employee who is unsure of whether a situation violates this Code may discuss the situation with the General Counsel to prevent possible misunderstandings and embarrassment at a later date. The responsibility of an employee to report any questionable behavior promptly to the General Counsel is a clear and objective requirement. A failure to observe this requirement will itself be a violation of this Code. The Company wishes to encourage employees to report questionable behavior, and the Company will, therefore, not tolerate any retaliatory actions toward employees that have made reports in good faith.

To determine whether a violation of this Code has occurred, an initial investigation will be made by or under the direction of the General Counsel, and the result of such investigation shall be presented in a written report to the General Counsel. If deemed necessary, the General Counsel shall conduct interviews with all employees possessing relevant information. The General Counsel shall then present its finding in writing to the Board of Directors, or a committee of the Board of Directors. The Board of Directors, or such committee, as applicable, will take further action to enforce the provisions of this Code.

You are expected to comply with both the letter and spirit of all applicable governmental rules and regulations and the Code , and to report any suspected violations of applicable governmental rules and regulations or th is Code to the General Counsel or the Chief Executive Officer. No one will be subject to retaliation because of a good faith report of a suspected violation. If you fail to comply with th is Code or any applicable laws or regulations, you may be subject to disciplinary measures, up to and including termination of your employment.

Amendments to this Code must be in writing and approved by the Board of Directors. Any exception from or waiver of the specific policies set forth in this Code for employees will only be granted in extraordinary circumstances and must have the written approval of the Board of Directors, our Chief Executive Officer or other persons designated by the Board of Directors. In addition, any exception from or waiver of this Code for executive officers or directors may be made only by our Board of Directors and will be disclosed to the public (along with the reasons for the waiver), in each case, as required by law or the rules of the Nasdaq Stock Market.

The purpose of this Code of Ethics (this "Code") is to promote: (i) the honest and ethical conduct of our Senior Executive and Financial Officers (defined below), including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by Shanda Interactive Entertainment Limited (the "Company") and (iii) compliance with all rules and regulations that apply to the Company and its officers.

This Code is applicable to the Company's chief executive officer, chief financial officer, chief operating officer, senior vice presidents, chief technology officer, general counsel, chief administrative officer, director of investment and investor relations, chief accounting officer and financial controller (or any persons performing similar functions, together, the "Senior Executive and Financial Officers"). This Code has been established in accordance with the requirements of Section 406 of the Sarbanes-Oxley Act of 2002 and certain related Securities and Exchange Commission ("SEC") rules. References in this Code to the Company mean the Company, its subsidiaries and consolidated PRC affiliated entities.
While we expect honest and ethical conduct in all aspects of our business from all of our employees, we expect the highest possible honest and ethical conduct from our Senior Executive and Financial Officers. As a Senior Executive or Financial Officer, you are an example for other employees and we expect you to foster a culture of transparency, integrity and honesty. Compliance with this Code is a condition to your employment and any violations of this Code may result in disciplinary action, up to and including termination of your employment.

A conflict of interest occurs when your private interests interfere, or appear to interfere, in any way, with the interests of the Company as a whole. Conflicts of interest can also arise when you or a member of your family have interests that may make it difficult for you to perform your duties to the Company effectively. Although we cannot list every conceivable conflict, following are some common examples that illustrate actual or apparent conflicts of interest that should be avoided:

(a) Improper Personal Benefits from the Company
Conflicts of interest arise when a Senior Executive or Financial Officer or a member of his or her family receives improper personal benefits from the Company as a result of his or her position in the Company. You may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure, including any Company loans or guarantees of your personal obligations.

(b) Financial Interests in Other Businesses
You should avoid having an ownership interest in any other enterprise if that interest compromises or appears to compromise your loyalty to the Company. For example, you may not own an interest in a company that competes with the Company or that does business with the Company (such as a supplier) unless you obtain the written approval of the General Counsel (or, with respect to the General Counsel, approval by the Chief Executive Officer) before making any such investment. However, it is not typically considered, and the Company does not consider it, a conflict of interest (and therefore prior written approval is not required) to make investments in competitors, clients or suppliers that are listed on a national or international securities exchange so long as the total value of the investment is less than two percent (2%) of the outstanding stock of the corporation and the amount of the investment is not so significant that it would affect your business judgment on behalf of the Company.

(c) Business Arrangements with the Company
Without the prior written approval of the Audit Committee, you may not participate in a joint venture, partnership or other business arrangement with the Company.

(d) Corporate Opportunities
If you learn of a business or investment opportunity through the use of corporate property or information or your position at the Company, such as from a competitor or actual or potential supplier or business associate of the Company (including a principal, officer, director or employee of any of the above), you may not participate in the business or make the investment without the prior written approval of the General Counsel (or, with respect to the General Counsel, approval by the Chief Executive Officer). Such an opportunity should be considered an investment opportunity for the Company in the first instance.

(e) Outside Employment or Activities with a Competitor
Simultaneous employment with, or serving as a director of, a competitor of the Company is strictly prohibited, as is any activity that is intended to, or that you should reasonably expect to, advance a competitor's interests at the expense of the Company's interests. You may not market products or services in competition with the Company's current or potential business activities. It is your responsibility to consult with the Chief Executive Officer to determine whether a planned activity will compete with any of the Company's current or potential business activities before you pursue such activity.

(f) Outside Employment with a Supplier
Without the prior written approval of the General Counsel (or, with respect to the General Counsel, approval by the Chief Executive Officer), you may not be a supplier or be employed by, serve as a director of or represent a supplier to the Company. Without the prior written approval of the General Counsel (or, with respect to the General Counsel, approval by the Chief Executive Officer), you may not accept money or benefits of any kind from a third party as compensation or payment for any advice or services that you may provide to a client, supplier or anyone else in connection with its business with the Company.

(g) Family Members Working in the Industry
If your spouse or significant other, your children, parents, or in-laws, or someone else with whom you have a familial relationship is a competitor or supplier of Company or is employed by one, you must disclose the situation to the General Counsel (or, with respect to the General Counsel, to the Chief Executive Officer) so that the Company may assess the nature and extent of any concern and how it can be resolved. You must carefully guard against inadvertently disclosing Company confidential information and being involved in decisions on behalf of the Company that involve the other enterprise.
If you have any doubt as to whether or not conduct would be considered a conflict of interest, please consult with the General Counsel.

As you are aware, full, fair, accurate, timely and understandable disclosure in our periodic reports filed with the SEC and in our other public communications is required by SEC rules and is essential to our continued success. Please exercise the highest standard of care in preparing such materials. We have established the following guidelines in order to ensure the quality of our periodic reports.
" All Company accounting records, as well as reports produced from those records, must be kept and presented in accordance with the laws of each applicable jurisdiction.
" All records must fairly and accurately reflect the transactions or occurrences to which they relate.
" All records must fairly and accurately reflect in reasonable detail the Company's assets, liabilities, revenues and expenses.
" The Company's accounting records must not contain any false or intentionally misleading entries.
" No transaction may be intentionally misclassified as to accounts, departments or accounting periods or in any other manner.
" All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
" No information may be concealed from the internal auditors or the independent auditors.
" Compliance with generally accepted accounting principles in the U.S. and the Company's system of internal accounting controls is required at all times.

You are expected to comply with both the letter and spirit of all applicable governmental rules and regulations and this Code and to report any suspected violations of applicable governmental rules and regulations or this Code to the General Counsel or the Chief Executive Officer. No one will be subject to retaliation because of a good faith report of a suspected violation. If you fail to comply with this Code or any applicable laws or regulations, you may be subject to disciplinary measures, up to and including termination of your employment.

This Code is a statement of certain fundamental principles, policies and procedures that govern the Company's Senior Executive and Financial Officers in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity.

Amendments to this Code must be in writing and approved by the Board of Directors. In addition, any exception from or waiver of the Code may be made only by our Board of Directors and will be disclosed to the public, in each case, as required by law or the rules of the Nasdaq Stock Market.