[INTRODUCTION 1 PARTI 3 Item1. Identity of Directors, Senior Management andvisers 3 Item2. Offer Statistics and Expected Timetable 3 Item3. Key Information 3 Item4. Information on thempany 36 Item4A Unresolved Staffmments 67 Item5. Operating and Financial Review and Prospects 67 Item6. Directors, Senior Management and Employees 95 Item7.] [Beijing AmazGamee Internet Technology Beijing Gameasee Digital Technology Yaobin Wang Tao Wang STYLE="font-family:Times New Roman" SIZE="2"> And Dewen Chen LOANSIGNMENT AND EQUITY INTEREST TRANSFERREEMENT STYLE="font-family:Times New Roman" SIZE="2">NTENTS STYLE="font-family:Times New Roman" SIZE="2"> 1. Loansignment and Equity Interest Transfer 2 2. 3] [LOANREEMENT This Loanreement (thereement) is entered into of June23, 2010 between and by the following Parties in Beijing, Peoples Republic of China (China or): PartyA: Beijing AmazGamee Internet Technology PartyB: Dewen CHEN (In thisreement, Party A and Party B arelledllectively the Parties and respectively Party or Other Party)] [EQUITY INTEREST PURCHASEREEMENT This Equity Interest Purchasereement (thisreement) is entered into of June23, 2010 between and by the following Parties in Beijing, Peoples Republic of China (China or): PartyA: Beijing AmazGamee Internet Technology PartyB: Dewen CHEN PartyC: Beijing Gameasee Digital Technology] [EQUITY INTEREST PLEDGEREEMENT This Equity Interest Pledgereement (hereinafter thisreement) is entered into in Beijing, Peoples Republic of China (PRC or China) on they of June23, 2010 by the following parties: Pledgor: Dewen CHEN Pledgee: Beijing AmazGamee Internet Technologympany: (In thisreement, Pledgor and Pledgee arelledllectively the Parties and respectively the Party or Other Party)] [Form of Power of Attorney I, , citizen of the Peoples Republic of China (the) with ID No. of , is the shareholder of Beijing Gameasee Digital Technology (Gamease) equity interest of Gamesase, hereby irrevocably appoint with the following powers and rights during the term of this Power of Attorney:] [BUSINESS OPERATIONREEMENT This Business Operationreement (hereinafter referred to thisreement) is entered into among the following parties in Beijing, Peoples Republic of China (China or) of June23, 2010: PartyA: Beijing AmazGamee Internet Technology PartyB: Beijing Gameasee Digital Technology PartyC: Tao WANG] [7ROAD.COM LIMITED STYLE="font-family:Times New Roman" SIZE="2"> 2012 SHAREENTIVE PLAN 1. Purposes of this Plan 2. Definitions STYLE="font-family:Times New Roman" SIZE="2">Awardreement means a written or electronic document orreement setting forth the terms andnditions of aecific Award. STYLE="font-family:Times New Roman" SIZE="2">Board means the Board of Directors of thempany.] [STYLE="font-family:Times New Roman" SIZE="2"> Equity Interest Purchase Rightreement Among Shenzhen 7Road Network Technologies STYLE="font-family:Times New Roman" SIZE="2"> (As the Equity Interest Purchase Obligee) (As the Equity Interest Purchase Obligor) STYLE="font-family:Times New Roman" SIZE="2">And Shenzhen 7Road Technology June26, 2012 Table ofntents 1. Purchase Rights of Equity Interest] [STYLE="font-family:Times New Roman" SIZE="2"> Equity Interest Pledgereement Between Shenzhen 7Road Network Technologies STYLE="font-family:Times New Roman" SIZE="2">(As the Equity Interest Pledgee) (As the Equity Interest Pledgor) And Shenzhen 7Road Technology STYLE="font-family:Times New Roman" SIZE="2"> June26, 2012 Table ofntent 1. Pledge and Guaranteedope 2 2. Pledged Equity] [STYLE="font-family:Times New Roman" SIZE="2"> Power of Attorney I, Such authorization and appointment are based upon the precondition that the Attorney-in-fact is still serving in 7Road Network or its affiliates. Once the Attorney-in-fact loses his title or position in 7Road Network or its affiliates or the Board of Directors of 7Road Network terminate such authorization and] [STYLE="font-family:Times New Roman" SIZE="2">ousalnsent Letter NameoftheSpouse: ID No: EX-4.68 d484064dex468.htm 12 EX-4.68] [STYLE="font-family:Times New Roman" SIZE="2">nfidential Treatment Requested.nfidential portions of this document have been redacted and have been separately filed with the SEC. BUSINESS OPERATIONREEMENT Among Shenzhen 7Road Network Technologies STYLE="font-family:Times New Roman" SIZE="2"> Shenzhen 7Road Technology Beijing Gameasee Digital Technology Kaio] [STYLE="font-family:Times New Roman" SIZE="2"> Technology Development and Utilization Servicereement Between Shenzhen 7Road Technology STYLE="font-family:Times New Roman" SIZE="2"> (As the Service Receiver) - And Shenzhen 7Road Network Technologies STYLE="font-family:Times New Roman" SIZE="2">(As the Service Provider) June26, 2012 Table ofntent 1. Definitions 1 2.mmission 2 3.] [STYLE="font-family:Times New Roman" SIZE="2"> Shenzhen 7Road Technology (as Service Receiver) STYLE="font-family:Times New Roman" SIZE="2">and Shenzhen 7Road Network Technologies (as Service Provider) Services and Maintenancereement STYLE="font-family:Times New Roman" SIZE="2"> June26, 2012 1 TABLE OFNTENTS 1. Definition 3 2.mmission 4 3.ope of Integrated Service 4] [Our Ref:mmercial Banking A120522, CM120613, 120626 and LN120703nfidential 4 July 2012 Changyou.com Limited Changyou.com HK Limited East Tower Jing Yan Building No.29 Shijingshan Road Shijingshan District Beijing 100043 China Attention: Ms.Jackie Li Dear Sirs, BANKING FACILITIES Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited (the] [STYLE="font-family:Times New Roman" SIZE="2">Our reference number: FL923A_ Changyou.com _new 12 th July, 2012nfidential Changyou.com Limited East Tower, Jing Yan Building No.29 Shijingshan Road Shijingshan District Beijing 100043, Attn: Mr.Alex Ho Dear Sirs, Re: Changyou.com Limited RMB630 Million Term Loan Facility This letter (this Facility Letter) sets out the terms andnditions upon which The Bank of] [STYLE="font-family:Times New Roman" SIZE="2"> OurRef. : LC-2012005413826-6547 To : Changyou.com HK Limitedte : 7August 2012 ImportantNotice: This letter sets out the terms andnditions upon which our bank would provide/continue/revise general banking facilities to you. The Borrower(s), Mortgagor(s), Chargor(s) and Guarantor(s) arevised to read and understand the terms andnditions hereinrefully before accepting the banking facilities. The] [STYLE="font-family:Times New Roman" SIZE="2"> Our Ref:mmercial Banking A LN120802nfidential 3August 2012 Changyou.com Limited Changyou.com HK Limited East Tower Jing Yan Building STYLE="font-family:Times New Roman" SIZE="2">No.29 Shijingshan Road Shijingshan District Beijing 100043 China Attention: Ms.Jackie Li Dear Sirs, BANKING FACILITIES 4July 2012 Existing Facility Letter Bank With reference to our recent discussions and further to our] [EXECUTIVE EMPLOYMENTREEMENT STYLE="font-family:Times New Roman" SIZE="2"> Pan Wenjuan (Wendy Pan) EXECUTIVE EMPLOYMENTREEMENT (thisreement), effective of February20, 2013, by and between Changyou.com Limited, ayman Islandsmpany (thempany), and Definitions Annex 1 1. Employment; Duties 2. Annex 2 (a) Thempanyrees to employ the Employee in thepacity and with such responsibilities are generally set forth on] [EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, STYLE="font-family:Times New Roman" SIZE="2">NFIDENTIAL INFORMATION AND WORK PRODUCTREEMENT Innsideration of my employment and thempensation paid to me by Changyou.com Limited, ayman Islandmpany, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually andllectively Changyou), and for other good and] [STYLE="font-family:Times New Roman" SIZE="2"> Changyou.com (HK) Limited,orporated in Hong Kong. ICE Entertainment (HK) Limited,orporated in Hong Kong. Beijing AmazGamee Internet Technologyorporated in the Beijing Changyou Gamespace Software Technologyorporated in the ICE Information Technology (Shanghai)orporated in the] [STYLE="font-family:Times New Roman" SIZE="2">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 notntain 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] [STYLE="font-family:Times New Roman" SIZE="2">I,ex 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 notntain 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] [CERTIFICATION STYLE="font-family:Times New Roman" SIZE="2"> (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2012 and results of operations of thempany for the year ended December31, 2012. Tao Wang Chief Executive Officer February 28, 2013 2 EX-13.1] [CERTIFICATION STYLE="font-family:Times New Roman" SIZE="2"> (2) The informationntained in the Report fairly presents, inl material respects, the financialndition of thempany of December31, 2012 and results of operations of thempany for the year ended December31, 2012.ex Ho Chief Financial Officer February 28, 2013 2 EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in the Registration Statement on FormS-8 (No. 333-161727) of Changyou.com Limited of our reportted February28, 2013 relating to thensolidated financial statements and the effectiveness of internalntrol over financial reporting, which appears in this Form 20-F.] [STYLE="font-family:Times New Roman" SIZE="2"> February28, 2013 STYLE="font-family:Times New Roman" SIZE="2">Changyou.com East Tower, JingYan Building, No.29 Shijingshan Road, Shijingshan District, STYLE="font-family:Times New Roman" SIZE="2">Beijing 100043 Peoples Republic of Chinansent of Haiwen& Partners Subject: Yours faithfully, Haiwen& Partners EX-15.2 d484064dex152.htm 28 EX-15.2]