[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]