[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 37 Item 4A Unresolved Staff Comments 76 Item 5. Operating and Financial Review and Prospects 76 Item 6. Directors, Senior Management and Employees 106 Item 7.] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Acquisition Framework Agreement by and among Beijing Gamease Age Digital Technology Co., Ltd. CHANGYOU.COM WEBGAME (HK) LIMITED Johnny, Cao Kai Kent, Yang Zhiyi Justin, Long Chunyan Ben, Meng Shuqi BURGEON MAX LIMITED CADGWITH INVESTMENTS LIMITED DOUBLE MERITS HOLDINGS LIMITED EURO LOGISTICS] [Amended and Restated Equity Interest Purchase Right Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Purchase Obligee) Beijing Gamease Age Digital Technology Co., Ltd. (As the Equity Interest Purchase Obligor) And Shenzhen 7Road Technology Co., Ltd. June 5, 2013 Table of Contents 1. PURCHASE RIGHTS OF EQUITY INTEREST 2 2. PARTY B AND PARTY C’S PROMISES] [Amended and Restated Equity Interest Pledge Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Pledgee) Beijing Gamease Age Digital Technology Co., Ltd. (As the Equity Interest Pledgor) And Shenzhen 7Road Technology Co., Ltd. June 5, 2013 Table of Content 1. PLEDGE AND GUARANTEED SCOPE 2 2. PLEDGED EQUITY 2 3. CREATION OF PLEDGE 3 4. TERM] [Power of Attorney The Company, Beijing Gamease Age Digital Technology Co., Ltd., a limited liability company legally established and validly existing in the People’s Republic of China (hereinafter referred to as the “PRC”) , is the shareholder of Shenzhen 7Road Technology Co., Ltd. (hereinafter referred to as “7Road Technology”) holding 100% equity interest in 7Road Technology, hereby irrevocably authorizes the] [AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT Among Shenzhen 7Road Network Technologies Co., Ltd. Shenzhen 7Road Technology Co., Ltd. And Beijing Gamease Age Digital Technology Co., Ltd. June 5, 2013 AMENDED AND RESTATED BUSINESS OPERATION AGREEMENT This Amended and Restated Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Shenzhen, the People’s Republic] [Supplementary Agreement to Technology Development and Utilization Services Agreement Executed by Shenzhen 7Road Technology Co., Ltd. (As service receiver) And Shenzhen 7Road Network Technologies Co., Ltd. (As service provider) June 5, 2013 Supplementary Agreement to Technology Development and Utilization Services Agreement This Supplementary Agreement to Technology Development and Utilization Services Agreement (hereinafter referred to as the “Supplementary Agreement”) is executed] [Supplementary Agreement to Services and Maintenance Agreement Executed by Shenzhen 7Road Technology Co., Ltd. (As service receiver) And Shenzhen 7Road Network Technologies Co., Ltd. (As service provider) June 5, 2013 Supplementary Agreement to Services and Maintenance Agreement This Supplementary Agreement to Services and Maintenance Agreement (hereinafter referred to as the “Supplementary Agreement”) is executed by the following two parties in] [Our Ref: Commercial Banking – A130806 Confidential 13 August 2013 Changyou.com 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 “ The Facilities will be made available on the terms and] [Our reference number: FL993A_Changyou.com_new th 26 Confidential Changyou.com Limited East Tower, Jing Yan Building No. 29 Shijingshan Road Shijingshan District Beijing 100043, PRC Attn: Mr. Alex Ho Dear Sirs, Re: Changyou.com Limited US$100 Million Term Loan Facility This letter (this “Facility Letter”) sets out the terms and conditions upon which The Bank of East Asia, Limited will provide a US$100,000,000.00] [Our Ref: Commercial Banking – A130418 Confidential 8 May 2013 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 This facility letter supersedes our previous facility letter dated 19 March 2013. Bank Facilities Borrower With reference to our recent discussions, we, Hang Seng Bank Limited] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Investment Agreement Among Koram Games Limited (As the Seller) And HEROIC VISION HOLDINGS LIMITED (As the Buyer) And Beijing Kunlun Technology Co., Ltd. Guangzhou Kunlun Online Information Technology Co., Ltd. Kunlun Korea Co., LTD Signed on November 19, 2013 Confidential Treatment] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Supplementary Agreement to Investment Agreement the Supplementary Agreement This Supplementary Agreement to Investment Agreement (hereinafter referred to as “ (1) Koram Games Limited, a company duly incorporated and validly existing under the laws of Hong Kong, with its registration No. as] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Koram Games Limited And HEROIC VISION HOLDINGS LIMITED And TalkTalk Limited Shareholder Agreement Executed on November 19, 2013 Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Contents ARTICLE 1 DEFINITIONS] [• 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, 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, 2013 and results of operations of the Company for the year ended December 31, 2013. Tao Wang Chief Executive Officer February 28, 2014 2 EX-13.1 18 d679336dex131.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, 2013 and results of operations of the Company for the year ended December 31, 2013. Alex Ho Chief Financial Officer February 28, 2014 2 EX-13.2 19 d679336dex132.htm EX-13.2] [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, 2014 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 LLP Beijing,] [February 28, 2014 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: 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]