Exhibit 3
SHANDA GAMES LIMITED TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”) REPRESENTING CLASS A ORDINARY SHARES OF SHANDA GAMES LIMITED Please refer to the reverse side of this card for the proposals to be voted at the Meeting. FOLD AND DETACH HERE FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN Proposal 1. Proposal 4. Proposal 5. Proposal 2. Proposal 6. Proposal 3. Address Change Mark box, sign and indicate changes/comments below: Proposal 7. Proposal 8. Mark box at right if you wish to give a discretionary proxy to a person designated by the Company. PLEASE NOTE: Marking this box voids any other instructions indicated above. Sign Below Date: Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the face of this card and on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.
PROPOSALS
| 1. | To re-elect Mr. Tianqiao Chen as a director of the Company |
| 2. | To re-elect Mr. Andy Lin as a director of the Company |
| 3. | To re-elect Mr. Heng Wing Chan as a director of the Company |
| 4. | To re-elect Mr. Guoxing Jiang as a director of the Company |
| 5. | To re-elect Mr. Danian Chen as a director of the Company |
| 6. | To re-elect Ms. Grace Wu as a director of the Company |
| 7. | To elect Mr. Xiangdong Zhang as a director of the Company |
| 8. | To approve, ratify and confirm the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the Company’s independent auditors for the year ending December 31, 2012 |
| | |
Shanda Games Limited JPMorgan Chase Bank, N.A., Depositary P.O. Box 64506, St. Paul, MN 55164-0506 | | Voting Instruction Card |
JPMorgan Chase Bank, N.A., (the “Depositary”) has received advice that the Annual General Meeting of Shareholders (the “Meeting”) of Shanda Games Limited (the “Company”) will be held at Unit 403A, 4/F, Golden Centre, 188 Des Voeux Road Central, Hong Kong on Monday, December 3, 2012 at 10:00 a.m. (Hong Kong time), for the purposes set forth on this card.
If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Class A Ordinary Shares represented by your ADRs FOR or AGAINST or to ABSTAIN from the Proposals to be proposed at the Meeting, kindly execute and forward to the Depositary the attached Voting Instruction Card. The enclosed postage-paid envelope is provided for this purpose. This Voting Instruction Card should be executed in such a manner as to show clearly whether you desire the Nominee or Nominees of the Depositary to vote FOR or AGAINST or to ABSTAIN from the Proposals. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 12:00 p.m. (EST), November 29, 2012. Only the registered holders of record at the close of business on November 2, 2012 will be entitled to execute the attached Voting Instruction Card.
The signatory, a registered holder of ADRs representing Class A Ordinary Shares of the Company, hereby requests and authorizes the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Class A Ordinary Shares of the Company represented by such ADRs registered in the name of the signatory on the books of the Depositary at the close of business on November 2, 2012, at the Meeting to be held on Monday, December 3, 2012, or at any adjournment thereof.
These instructions, when properly signed and dated, will be voted in the manner directed herein. If you mark the box to indicate that you wish to give a discretionary proxy to a person designated by the Company, the underlying Class A Ordinary Shares represented by your ADRs will be voted by such person in his or her discretion. If these instructions are properly signed and dated but no direction is made, the underlying Class A Ordinary Shares represented by such Receipts will not be voted by the Depositary at the Meeting.
NOTE: In order to have the aforesaid shares voted, this Voting Instruction Card must be received by the Depositary before 12:00 p.m. (EST), November 29, 2012.
For more information regarding the Meeting please visit the Company’s website athttp://ir.shandagames.com/agm.cfm
JPMorgan Chase Bank, N.A., Depositary
PLEASE MARK, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please see reverse side for Voting Instructions
