[T 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 38 Item 4A. Unresolved Staff Comments 62 Item 5. Operating and Financial Review and Prospects 62 Item 6. Directors, Senior Management and Employees 82 Item] [Convertible Bond Subscription Agreement Signed on July 16, 2014 MoboTap Inc. (“the Company”) Glory Loop Limited (“the Investor”) Convertible Bond Subscription Agreement Contents Detailed Information 4 General Provisions 6 Definitions and Interpretations 6 1.1 Definitions 6 1.2 Interpretations 6 1.3 Headlines 7 Subscription of Convertible Bonds 7 2.1 Subscription of Convertible Bonds 7 2.2 Consideration 7 Conditions Precedent 7 3.1] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Investment Agreement July 16, 2014 Investment Agreement Preamble 4 Clauses 6 1 Definitions and Interpretations 6 1.1 Definitions 6 1.2 Interpretations 6 2 Transfer Transactions of Overseas Shares 6 2.1 Transfer of Overseas Shares 6 2.2 Waiver of Claims; Exemption 6] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Shareholder Agreement July 31 Executed on Glory Loop Limited (Overseas Acquirer) Beijing Gamease Age Internet Technology Co., Ltd. (Domestic Acquirer) and Baina Inc. and Yongzhi Yang and MoboTap Inc. (Cayman) MoboTap Inc. Limited MoboTap Inc. (US) Baina Zhiyuan (Chengdu) Technology Co.,] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Share Pledge Agreement 31 July The Share Pledge Agreement (hereinafter referred to as “the Agreement”) is entered into by and among the following parties on Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter referred to as “Baina Zhiyuan (Beijing)”), a wholly foreign-owned] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Exclusive Call Option Agreement 31 July Exclusive Call Option Agreement (hereinafter referred to as “the Agreement”) is hereby concluded by and among the following parties on Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter referred to as “Baina Zhiyuan (Beijing)”), a wholly] [Exclusive Services Agreement 31 July The Exclusive Services Agreement (hereinafter referred to as “the Agreement”) is entered into by and among the following parties on Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter referred to as “Baina Zhiyuan (Beijing)”), a wholly foreign-owned limited liability company incorporated in Beijing, China, whose registered address is located at South 2-1-6, Block A, # 1] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Assignment Agreement in Relation to Shareholders’ Rights The Assignment Agreement in relation to Shareholders’ Rights (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on 31 July, 2014: Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter] [FORM OF EXECUTIVE EMPLOYMENT AGREEMENT EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement’), is entered into as of Definitions Annex 1 1. Employment; Duties 2. Annex 2 (a) The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2 Annex 3 (b) The Employee hereby agrees to devote his full time and] [FORM OF EXECUTIVE EMPLOYEE NON-COMPETITION, NON-SOLICITATION, CONFIDENTIAL INFORMATION AND WORK PRODUCT AGREEMENT In consideration of my employment and the compensation paid to me by Changyou.com Limited, a Cayman Island company, or a subsidiary or variable interest entity thereof (Changyou.com Limited or any such subsidiary or variable interest entity referred to herein individually and collectively as “Changyou”), and for other good] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Termination Agreement st This Termination Agreement is effective as of 1 (1) Mr. Wang Tao (2) Changyou.com Limited Now it is hereby mutually agreed as follows: 1. st please refer to Annex I for the positions held by Wan Tao in] [CHANGYOU.COM LIMITED 2014 SHARE INCENTIVE PLAN Purposes of this Plan 1. Definitions 2. “Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. “Board” means the Board of Directors of the Company. “Class A Ordinary Share” means a Class A Ordinary Share in the capital of the Company, having the] [• Changyou.com (HK) Limited, incorporated in Hong Kong. • ICE Entertainment (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 Information Technology (Shanghai) Co., Ltd., incorporated in the PRC. • Beijing Yang Fan Jing He Information Consulting] [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, 2014 and results of operations of the Company for the year ended December 31, 2014. Carol Yu Co-Chief Executive Officer March 2, 2015 EX-13.1 17 d876740dex131.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, 2014 and results of operations of the Company for the year ended December 31, 2014. Dewen Chen Co-Chief Executive Officer March 2, 2015 EX-13.2 18 d876740dex132.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, 2014 and results of operations of the Company for the year ended December 31, 2014. Jasmine Zhou Chief Financial Officer March 2, 2015 EX-13.3 19 d876740dex133.htm EX-13.3] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 20-F. We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-161727 and No. 333-202065) of Changyou.com Limited of our report dated March 2, 2015 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form PricewaterhouseCoopers Zhong] [March 2, 2015 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]