Loan Agreement dated February 8, 2012



 Exhibit 4.31 
 Loan Agreement 
 This Loan Agreement (hereinafter referred to as this
“Agreement”) is entered into on this 8th day of February 2012 in Hong Kong by and between: 
 Shanda
Interactive Entertainment Limited (hereinafter referred to as the “Borrower”), a company incorporated and existing in accordance with the laws of the Cayman Islands with its principal business address at
Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands; and 
 Shanda Games Limited
(hereinafter referred to as the “Lender”), a company incorporated and existing in accordance with the laws of the Cayman Islands with its principal business address at Cricket Square, Hutchins Drive, PO Box 2681,
Grand Cayman, KY1-1111, Cayman Islands. 
 The Borrower and the Lender may hereafter collectively be referred to as the
“Parties” and, individually, as the “Party”. 
  

	1.	Amount of Loan 

 Subject
to provisions of this Agreement, the Lender hereby agrees to grant a loan (the “Loan”) in the aggregate amount of USD 147,000,000 to the Borrower. 

 

	2.	Purpose of Loan 

 The
Borrower shall use the Loan for general corporate purposes. 
  

	3.	Loan Interest 

 The
Borrower agrees to pay interest in respect of all unpaid principal amounts of the Loan from the respective dates such principal amounts are advanced until paid (whether at stated maturity, on acceleration or otherwise) at a rate per annum equal to
3%, payable on the loan due date, commencing on the loan withdrawing date. 
  

	4.	Repayment of Loan 

 All
outstanding principal amounts of the Loan will mature on February 8, 2013, unless otherwise demanded by the Lender in writing upon giving the Borrower at least ten (10) days notice. Unless otherwise agreed by the Lender, the Borrower may
not prepay the Loan prior to such maturity date. 








	5.	Governing Law 

 This
Agreement shall be governed by and construed in accordance with the law of Hong Kong, without regard to the conflicts of law rules of Hong Kong. 
  

	6.	Dispute Resolution 

  

	 	6.1	If any dispute arises between the Parties hereto in connection with or arising out of the validity, interpretation, implementation or alleged breach of any provision
of, or based on any matter arising out of or in connection with, this Agreement, or the transactions contemplated hereby, the Parties hereto shall endeavor to negotiate and settle such dispute amicably. The foregoing provision for mandatory
negotiation is deemed an agreement to arbitrate for purposes of enforcing compliance. If a Party gives the other Party notice that such a dispute has arisen and the Parties to such dispute are unable to resolve the dispute amicably within 30
calendar days of such notice, the attempt to bring about an amicable settlement shall be considered to have failed. 

  

	 	6.2	In the event of such failure, such dispute (including any issues as to the arbitrability of such dispute) shall be submitted to binding arbitration, administered by a
single arbitrator (the “Arbitrator”) in Hong Kong, in accordance with the Rules of the Hong Kong International Arbitration Center, as amended by this Agreement. 


 

	 	6.3	The non-prevailing Party shall be required to bear the costs of the arbitration proceedings including the fees and expenses of the Arbitrator. Each Party shall bear the
costs of preparing and presenting its case, including its own attorney’s fees. The Parties agree that this provision and the Arbitrator’s authority to grant relief shall be subject to the provisions of this Agreement. The Arbitrator’s
decision shall follow the plain meaning of this Agreement and shall be final and binding.

  

	7.	Miscellaneous 

  

	 	7.1	No provision of this Agreement may be amended or otherwise modified except by an instrument in writing executed by both Parties. 


 

	 	7.2	Anything not covered herein shall be made in a supplementary agreement upon the negotiation of the Parties. Such supplementary agreement shall have the same force and
effect with this Agreement. 

  

	 	7.3	This Agreement is made in two (2) counterparts with the Borrower and the Lender holding one (1) counterpart. 


[Signature Page Follow] 







 IN WITNESS WHEREOF, the Parties have caused their authorized representatives to enter into this
Agreement as of the date and year first above written. 
 Borrower 

 

			
	Authorized Representative:	 	 [signature]



 

			
	Name:	 	 [name]


 Lender 
  

			
	Authorized Representative:	 	 [signature]


  

			
	Name:	 	 [name]