[INTRODUCTION 1 PART I 2 Item 1. Identity of Directors, Senior Management and Advisers 2 Item 2. Offer Statistics and Expected Timetable 2 Item 3. Key Information 2 Item 4. Information on the Company 39 Item 4A. Unresolved Staff Comments 62 Item 5. Operating and Financial Review and Prospects 62 Item 6. Directors, Senior Management and Employees 81 Item 7.] [LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into as of April 15, 2015 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Beijing Century High-Tech Investment Co., Ltd (In this Agreement, Party A and Party B are called collectively as the] [EQUITY INTEREST PURCHASE AGREEMENT This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of April 15, 2015 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Beijing Century High-Tech Investment Co., Ltd. Party C: Beijing Gamease Age Digital Technology Co., Ltd.,] [EQUITY INTEREST PLEDGE AGREEMENT This Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Beijing, People’s Republic of China (“PRC” or “China”) on the day of April 15, 2015 by the following parties: Pledgor: Beijing Century High-Tech Investment Co., Ltd Pledgee: Beijing AmazGame Age Internet Technology Co., Ltd. Company: Beijing Gamease Age Digital Technology Co., Ltd., with the] [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 April 15, 2015: Party A: Beijing AmazGame Age Internet Technology Co., Ltd., Party B: Beijing Gamease Age Digital Technology Co., Ltd. Party C: Beijing Century High-Tech Investment Co., Ltd,] [Power of Attorney The company, Beijing Century High-Tech Investment Co., Ltd, registered in the People’s Republic of China (“China”), with enterprise registration number 110000003484202, is the shareholder of Beijing Gamease Age Digital Technology Co., Ltd. (“Gamease”), holding 100% equity interests of Gamease. The company hereby agrees and irrevocably grants the person (“fiduciary”) who is appointed by the board of Beijing] [LOAN AGREEMENT The Loan Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): By and between Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Changyou Star Digital Technology Co., Ltd., (For the purpose hereof, Party A and Party B are collectively referred to the] [EQUITY INTEREST PURCHASE AGREEMENT The Equity Interest Purchase Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd. Party B: Beijing Changyou Star Digital Technology Co., Ltd. Party C: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Whereas: 1. Party A] [EQUITY PLEDGE AGREEMENT The Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): By and among: The Pledgor: Beijing Changyou Star Digital Technology Co., Ltd., The Pledgee: Beijing Changyou Gamespace Software Technology Co., Ltd., The Company: Beijing Guanyou Gamespace Digital Technology Co., Ltd. (For the] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): Party A: Beijing Changyou Gamespace Software Technology Co., Ltd., Party B: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Party C: Beijing Changyou Star Digital Technology Co., Ltd., Whereas: 1. Party A is a] [Power of Attorney The Company, Beijing Changyou Star Digital Technology Co., Ltd., a citizen/registered limited liability company in the People’s Republic of China (hereinafter referred to as “China”), has a company registration number 110107019384580, and holds 100% equity of Beijing Guanyou Gamespace Digital Technology Co., Ltd. (the “Guanyou Gamespace”) as Guanyou Gamespace’s shareholder. The Company again agrees to and irrevocably] [English Transalation Equity Pledge Agreement The Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B1: YANG Yongzhi Party B2: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party B1 and Party B2 are referred to “Party B”] [Exclusive Call Option Agreement The Exclusive Call Option Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: YANG Yongzhi ID number: 422123197810104218 Party C: Beijing Changyou Star Digital Technology Co., Ltd. Party D: Baina (Wuhan) Information Technology Co., Ltd. For the purpose] [Exclusive Services Agreement The Exclusive Services Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and between: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. For the purpose hereof, Party A and Party B are referred to as the “parties” and each a “party”. Whereas 1] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. Party C: YANG Yongzhi ID number: 422123197810104218 Party D: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party A,] [Power of Attorney the Authorized is entitled to on my behalf and as a holder of Wuhan Baina Information’s 40% equity exercise all shareholders’ rights available to me in accordance with the law and the company’s articles of association, including but not limited to: the right to propose a shareholders’ meeting, accept any notice on the convening and proceedings of] [Share Purchase Agreement The Share Transfer Agreement (hereinafter referred to as the “Agreement”) was entered into on April 16, 2015 in Beijing, China: By and among: (1) Mr. MENG Shuqi, (2) Shanghai Yong Chong Investment Center LP, (3) Beijing Gamease Age Digital Technology Co., Ltd., (4) Shenzhen 7 Road Technology Co., Ltd. The above parties are collectively referred to the] [Principal Subsidiaries: • Changyou.com (HK) Limited, incorporated in Hong Kong. • Beijing AmazGame Age Internet Technology Co., Ltd., incorporated in the PRC. • Shanghai Jingmao Culture Communication Co., Ltd, incorporated in the PRC. • Beijing Changyou Gamespace Software Technology Co., Ltd., incorporated in the PRC. • Beijing Yang Fan Jing He Information Consulting Co., Ltd, incorporated in the PRC. •] [I, Carol Yu, 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, Dewen Chen, 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, Jasmine Zhou, 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, 2015 and results of operations of the Company for the year ended December 31, 2015. Carol Yu Co-Chief Executive Officer February 26, 2016 EX-13.1 22 d62578dex131.htm EX-13.1] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Dewen Chen Co-Chief Executive Officer February 26, 2016 EX-13.2 23 d62578dex132.htm EX-13.2] [CERTIFICATION (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2015 and results of operations of the Company for the year ended December 31, 2015. Jasmine Zhou Chief Financial Officer February 26, 2016 EX-13.3 24 d62578dex133.htm EX-13.3] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM No. 333-202065) We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-161727 and PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China February 26, 2016 EX-15.1 25 d62578dex151.htm EX-15.1] [February 26, 2016 Changyou.com Limited Changyou Creative Industrial Park 65 Bajiao East Road, Shijingshan District Beijing 100043 People’s Republic of China Consent of Haiwen & Partners Subject: We also hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Business Overview – PRC Regulation” and “Organizational Structure” in the Form 20-F and]