EXHIBIT 4.38
AMENDMENT
Between
SHANGHAI XXXXXX NETWORKING CO., LTD.
and
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
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AMENDMENT TO STRATEGIC CONSULTING SERVICE AGREEMENT
THIS AMENDMENT TO THE STRATEGIC CONSULTING SERVICE AGREEMENT ("Amendment") is
made as of December 28, 2004 in Shanghai by and between Shanghai Xxxxxx
Networking Co., Ltd. ("Xxxxxx Networking"), a domestic company organized and
existing under the laws of the People's Republic of China (the "PRC"), and
Shengqu Information Technology Co., Ltd. ("Shengqu"), a wholly foreign-owned
company organized and existing under the laws of the PRC.
WHEREAS,
A. Shanda Networking and Shengqu (the "Parties") are parties to that certain
STRATEGIC CONSULTING SERVICE AGREEMENT dated as of December 9, 2003 (the
"Agreement"); and
B. The Parties agree to modify the consulting fee in the Agreement.
NOW, THEREFORE, in consideration of the applicable conditions, the Parties agree
to amend the Agreement as follows.
1. Section 3.1 of the Agreement is amended so that it reads in its entirety
as follows:
The formula for calculating the monthly consulting fee payable by Xxxxxx
Networking to Shengqu hereunder shall be:
Monthly Consulting fee=(average number of concurrent online game players
per month iA standard monthly fee per player - fees paid to cooperative
parties - other reasonable costs) iA 60%.
(1) the average number of concurrent online game players per month shall
be the aggregate of the average number of concurrent online game
players for all commercial games in the month;
(2) the standard monthly fee per player shall be as follows:
a. XXX 00 per month for the year 2003;
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b. XXX 00 per month for the year 2004;
c. RMB90 per month for the year 2005 and thereafter.
(3) Fees paid to cooperative parties include:
a. Fees payable by Xxxxxx Networking under other contracts
entered into between Xxxxxx Networking and Shengqu;
b. Fees payable by Xxxxxx Networking under contracts entered into
between Xxxxxx Networking and other game developers;
c. Rentals and revenue sharing fees payable under contracts
between Xxxxxx Networking and telecommunication operators.
(4) Other reasonable costs
a. Other reasonable costs per month for the year 2003 shall be
RMB 1,720,000;
b. Other reasonable costs per month for the year 2004 shall be
RMB 1,900,000.
c. Other reasonable costs per month for the year 2005 and
thereafter shall be RMB 1,600,000.00.
2. Other provisions of the Agreement shall remain unchanged and effective.
3. This Amendment shall become effective only after it has been singed by
Parties.
4. This Agreement shall be governed by and construed in accordance with the
laws of the PRC.
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by
their respective duly authorized signatories as of the day and year first
written above.
SHANGHAI XXXXXX NETWORKING CO., LTD.
By: _________________________
Name: Xxx Xxxx
Title: General Manager
SHENGQU INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
By: ___________________________
Name: Chen Tianqiao
Title: Board Chairman
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