[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]

[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 29 Item5. Operating and Financial Review and Prospects 47 Item6. Directors, Senior Management and Employees 65 Item7. Major Shareholders and Related Party Transactions] [STYLE="font-family:Times New Roman" SIZE="2"> Beijing Raycom Jingyuan Real Estate Development And Beijing AmazGamee Internet Technology Projectoperationreement STYLE="font-family:Times New Roman" SIZE="2"> on Raycom Creative Industry Center Project Thisreement is entered into by and between the following parties on the 23 rdy of August 2010 in Beijing:] [AMENDED AND RESTATED MARKETING SERVICESREEMENT STYLE="font-family:Times New Roman" SIZE="2"> This Amended and Restated Marketing Servicesreement (thereement) isted of January1, 2010, by and between Changyou.com Limited, ayman Islandsrporation (together with its subsidiaries and VIEs, Changyou)and Sohu.com a Delawarerporation (together with its subsidiaries and VIEs other those subsidiaries and VIEsluded in the definition of Changyou, Sohu). Sohu] [STYLE="font-family:Times New Roman" SIZE="2"> Loanreement Between Beijing Changyou Gamespace Software Technology (As the Creditor) STYLE="font-family:Times New Roman" SIZE="2"> And (As the Debtor) STYLE="font-family:Times New Roman" SIZE="2">September1, 2010 Table ofntent 1. LOAN 1 2. TERM OF LOAN 2 3. REPAYMENT OF LOAN 2 4. INTEREST OF LOAN 3] [STYLE="font-family:Times New Roman" SIZE="2"> Equity Interest Purchasereement Of Beijing Guanyou Gamespace Digital Technology STYLE="font-family:Times New Roman" SIZE="2">Between Beijing Changyou Gamespace Software Technology (As the Equity Interest Purchase Obligee) (As the Equity Interest Purchase Obligor) And STYLE="font-family:Times New Roman" SIZE="2">Beijing Guanyou Gamespace Digital Technology September1, 2010] [STYLE="font-family:Times New Roman" SIZE="2"> Equity Interest Pledgereement Of Beijing Guanyou Gamespace Digital Technology STYLE="font-family:Times New Roman" SIZE="2">Between Beijing Changyou Gamespace Software Technology (As the Equity Interest Pledgee) (As the Equity Interest Pledgor) And STYLE="font-family:Times New Roman" SIZE="2">Beijing Guanyou Gamespace Digital Technology September1, 2010 1] [Form of Power of Attorney I, , citizen of the Peoples Republic of China (the) with ID No. of , is the shareholder of Beijing Guanyou Gamespace Digital Technology (Guanyou Gamespace) [60%][40%] equity interest of Guanyou Gamespace, hereby irrevocably appoint with the following powers and rights during the term of this Power of Attorney:] [STYLE="font-family:Times New Roman" SIZE="2"> 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 September1, 2010: PartyA: Beijing Changyou Gamespace Software Technology Party B: Beijing Guanyou Gamespace Digital Technology] [STYLE="font-family:Times New Roman" SIZE="2"> Beijing Guanyou Gamespace Digital Technology (as Service Receiver) STYLE="font-family:Times New Roman" SIZE="2">and Beijing Changyou Gamespace Software Technology (as Service Provider) Services and Maintenancereement STYLE="font-family:Times New Roman" SIZE="2"> September1, 2010 TABLE OFNTENTS 1. Definition 1 2. Exclusivemmission 2 3.ope of Integrated Service] [STYLE="font-family:Times New Roman" SIZE="2"> Technology Support and Utilization Servicereement This Technology Development and Utilization Servicereement (Agreement) is entered into between the following two parties of September1, 2010: (1) Beijing Guanyou Gamespace Digital Technology with registereddress of Rm. 810, 7/F, Building 1, No.18 Shijingshan Road, Shijingshan District, Beijing and legal representative Tao Wang (Party A); and] [STYLE="font-family:Times New Roman" SIZE="2"> Exclusive Businessoperationreement This Exclusive Businessoperationreement (thisreement) is entered into on 11thSeptember, 2007 in Shanghai, the Peoples 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,] [STYLE="font-family:Times New Roman" SIZE="2"> Exclusive Technologynsulting and Servicereement This Exclusive Technologynsulting and Servicereement (thisreement) is entered into on 11th September, 2007 in Shanghai, the Peoples Republic of China (China) by and between: Party A Registered Office: 301 Room, 290 Song Hu Road, Yangpu district, Shanghai, China] [STYLE="font-family:Times New Roman" SIZE="2"> BUSINESS OPERATIONREEMENT BUSINESS OPERATIONREEMENT This Party A: STYLE="font-family:Times New Roman" SIZE="2">Registereddress: 301 Room, 290 Song Hu Road, Yangpu district, Shanghai, China Party B: STYLE="font-family:Times New Roman" SIZE="2">Registereddress: 684-15 Room, Building No.2, 351 Guo Shou Jing Road, Zhang Jiangience and Technology Park, Shanghai] [STYLE="font-family:Times New Roman" SIZE="2">LL OPTIONREEMENTLL OPTIONREEMENT This th Sep. 2007 in Shanghai, the Peoples Republic of China (China): ICE Information Technology (Shanghai) (the WOFE), a wholly foreign owned enterprise duly organized and subsisting under the relevant laws of China, with its registereddress of: 301Room,290 Song Hu Road, Yangpu district, Shanghai, China and its legal representative] [STYLE="font-family:Times New Roman" SIZE="2"> FORM OF SHARE PLEDGEREEMENT SHARE PLEDGEREEMENT This (1) ICE Information Technology (Shanghai) (the Pledgee) STYLE="font-family:Times New Roman" SIZE="2">Registered Office: 301 Room, 290 Song Hu Road, Yangpu district, Shanghai, China Legal Representative: Sun Tao (2) Party B: Shanghai ICE Information Technology (thempany)] [STYLE="font-family:Times New Roman" SIZE="2"> Changyou.com (HK) Limited,orporated in Hong Kong. Beijing AmazGamee Internet Technologyorporated in the Beijing Changyou Gamespace Software Technologyorporated in the ICE Entertainment (HK) Limited,orporated in Hong Kong. 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, 2010 and results of operations of thempany for the year ended December31, 2010. Tao Wang Chief Executive Officer February 28, 2011 CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(B)] [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, 2010 and results of operations of thempany for the year ended December31, 2010.ex Ho Chief Financial Officer February 28, 2011 CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13A-14(B)] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM STYLE="font-family:Times New Roman" SIZE="2"> We herebynsent to theorporation by reference in the Registration Statement on Form S-8 (No. 333-161727) of Changyou.com Limited of our reportted February28, 2011 relating to thensolidated financial statements and the effectiveness of internalntrol over financial reporting which appears in this Form 20-F.] [Letterhead of Haiwen& Partners STYLE="font-family:Times New Roman" SIZE="2"> February28, 2011 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:mpany Yours faithfully, Haiwen& PartnersNSENT OF HAIWEN & PARTNERS dex152.htm 22 EX-15.2]