[INTRODUCTION 1 PART I 3 Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Company 29 Item 5. Operating and Financial Review and Prospects 47 Item 6. Directors, Senior Management and Employees 65 Item 7. Major Shareholders and Related Party Transactions] [Beijing Raycom Jingyuan Real Estate Development Co., Ltd. And Beijing AmazGame Age Internet Technology Co., Ltd. Project Cooperation Agreement on Raycom Creative Industry Center Project This Agreement is entered into by and between the following parties on the 23 rd day of August 2010 in Beijing: Party A: Beijing Raycom Jingyuan Real Estate Development Co., Ltd. Address: Room 2106 A9,] [AMENDED AND RESTATED MARKETING SERVICES AGREEMENT This Amended and Restated Marketing Services Agreement (the “Agreement”) is dated as of January 1, 2010, by and between Changyou.com Limited, a Cayman Islands corporation (together with its subsidiaries and VIEs, “Changyou”)and Sohu.com Inc., a Delaware corporation (together with its subsidiaries and VIEs other those subsidiaries and VIEs included in the definition of Changyou,] [Loan Agreement Between Beijing Changyou Gamespace Software Technology Co., Ltd. (As the Creditor) And (As the Debtor) September 1, 2010 Table of Content 1. LOAN 1 2. TERM OF LOAN 2 3. REPAYMENT OF LOAN 2 4. INTEREST OF LOAN 3 5. 3 6. TAXES AND EXPENSES] [Equity Interest Purchase Agreement Of Beijing Guanyou Gamespace Digital Technology Co., Ltd. Between Beijing Changyou Gamespace Software Technology Co., Ltd. (As the Equity Interest Purchase Obligee) (As the Equity Interest Purchase Obligor) And Beijing Guanyou Gamespace Digital Technology Co., Ltd. September 1, 2010 1 Table of Content 1. Purchase and Sale of Equity Interest 3 2. Party B and Party] [Equity Interest Pledge Agreement Of Beijing Guanyou Gamespace Digital Technology Co., Ltd. Between Beijing Changyou Gamespace Software Technology Co., Ltd. (As the Equity Interest Pledgee) (As the Equity Interest Pledgor) And Beijing Guanyou Gamespace Digital Technology Co., Ltd. September 1, 2010 1 Table of Content 1. Pledge and Guaranteed Scope 3 2. Pledge Equity 4 3. Creation of Pledge 4] [Form of Power of Attorney I, , citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of Beijing Guanyou Gamespace Digital Technology Co., Ltd. (“Guanyou Gamespace”) holding [60%][40%] equity interest of Guanyou Gamespace, hereby irrevocably appoint with the following powers and rights during the term of this Power of Attorney: I hereby] [BUSINESS OPERATION AGREEMENT This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Beijing, People’s Republic of China (“China” or “PRC”) as of September 1, 2010: Party A: Beijing Changyou Gamespace Software Technology Co., Ltd. Party B: Beijing Guanyou Gamespace Digital Technology Co., Ltd. Party C: Tao Wang Party D: Dewen Chen] [Beijing Guanyou Gamespace Digital Technology Co., Ltd. (as Service Receiver) and Beijing Changyou Gamespace Software Technology Co., Ltd. (as Service Provider) Services and Maintenance Agreement September 1, 2010 TABLE OF CONTENTS 1. Definition 1 2. Exclusive Commission 2 3. Scope of Integrated Service 2 4. Authorization 2 5. Payment and Settlement of Integrated Service Fee 3 6. Party A’s Promises] [Technology Support and Utilization Service Agreement This Technology Development and Utilization Service Agreement (“Agreement”) is entered into between the following two parties as of September 1, 2010: (1) Beijing Guanyou Gamespace Digital Technology Co., Ltd., with registered address of Rm. 810, 7/F, Building 1, No. 18 Shijingshan Road, Shijingshan District, Beijing and legal representative Tao Wang (“Party A”); and (2)] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (“this Agreement”) is entered into on 11th September, 2007 in Shanghai, the People’s Republic of China (“China”) by and between: Party A : Registered Office: 301 Room, 290 Song Hu Road, Yangpu district, Shanghai, China and Party B: Registered Office: 316 Room, 290 Song Hu Road, Yangpu district, Shanghai, China Party] [Exclusive Technology Consulting and Service Agreement This Exclusive Technology Consulting and Service Agreement (“this Agreement”) is entered into on 11th September, 2007 in Shanghai, the People’s Republic of China (“China”) by and between: Party A Registered Office: 301 Room, 290 Song Hu Road, Yangpu district, Shanghai, China And Party B: Registered Office: 316 Room, 290 Song Hu Road, Yangpu district,] [BUSINESS OPERATION AGREEMENT BUSINESS OPERATION AGREEMENT This Party A: Registered Address: 301 Room, 290 Song Hu Road, Yangpu district, Shanghai, China Party B: Registered Address: 684-15 Room, Building No.2, 351 Guo Shou Jing Road, Zhang Jiang Science and Technology Park, Shanghai Party C: WHEREAS: 1. Party A is a wholly foreign owned enterprise incorporated and effectively subsisting in the People’s] [CALL OPTION AGREEMENT CALL OPTION AGREEMENT This th Sep. 2007 in Shanghai, the People’s Republic of China (“China”): ICE Information Technology (Shanghai) Co., Ltd. (the “WOFE”), a wholly foreign owned enterprise duly organized and subsisting under the relevant laws of China, with its registered address of: 301Room,290 Song Hu Road, Yangpu district, Shanghai, China and its legal representative of: SUN] [FORM OF SHARE PLEDGE AGREEMENT SHARE PLEDGE AGREEMENT This (1) ICE Information Technology (Shanghai) Co., Ltd (the “Pledgee”) Registered Office: 301 Room, 290 Song Hu Road, Yangpu district, Shanghai, China Legal Representative: Sun Tao (2) Party B: Shanghai ICE Information Technology Co., Ltd. (the “Company”) Registered Office: 684-15 Room, Building No.2, 351 Guo Shou Jing Road, Zhang Jiang Science and] [• Changyou.com (HK) Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC. • Beijing Changyou Gamespace Software Technology Co., Ltd., incorporated in the PRC. • ICE Entertainment (HK) Limited, incorporated in Hong Kong. • ICE Information Technology (Shanghai) Co., Ltd, incorporated in the PRC. • Beijing Yang Fan Jing He Information Consulting] [I, Tao Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Alex Ho, certify that: 1. I have reviewed this annual report on Form 20-F of Changyou.com Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2010 and results of operations of the Company for the year ended December 31, 2010. Tao Wang Chief Executive Officer February 28, 2011 EX-13.1 19 dex131.htm CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2010 and results of operations of the Company for the year ended December 31, 2010. Alex Ho Chief Financial Officer February 28, 2011 EX-13.2 20 dex132.htm CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-161727) of Changyou.com Limited of our report dated February 28, 2011 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting which appears in this Form 20-F. PricewaterhouseCoopers Zhong Tian CPAs Limited] [Letterhead of Haiwen & Partners February 28, 2011 Changyou.com Ltd. East Tower, JingYan Building, No. 29 Shijingshan Road, Shijingshan District, Beijing 100043 People’s Republic of China Consent of Haiwen & Partners Subject: Company Yours faithfully, Haiwen & Partners EX-15.2 22 dex152.htm CONSENT OF HAIWEN & PARTNERS]