Changyou International Group Limited — Proxy Solicitation & Information Statement 2004

Dec 1, 2004

RUILI HOLDINGS LIMITED

*****

(Incorporated in Bermuda with limited liability)

(Stock Code: 491)

Form of proxy for use at the Special General Meeting to be held on Friday, 17th December, 2004

I/We[1]

of

being the registered holder(s) of[2]

shares of HK$0.01 each in the capital of Ruili Holdings

Limited (the “Company”), HEREBY APPOINT[3]

of

,

or failing him, the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting to be held at Macau Jockey Club (HK) Clubhouse Golden Restaurant, 1st Floor, East Wing, Shun Tak Centre, 200 Connaught Road Central, Hong Kong, on Friday, 17th December, 2004 at 2:30 p.m. (or at any adjournment thereof) (“Meeting”) in respect of the resolutions set out in the notice convening the Meeting as indicated below, and, if no such indication is given, as my/our proxy thinks fit.

					FOR4		AGAINST4
1.	Ordinary	resolution no. 1 of the notice of the Meeting (to approve
	the proposed consolidation of every 40 issued and unissued shares of
	HK$0.01	each into 1 share of HK$0.4 each)
2.	Ordinary	resolution no. 2 of the notice of the Meeting (to approve
	the placing agreement dated 12th November, 2004 as supplemented
	by a supplemental agreement dated 18th November, 2004 made
	between the Company and Tai Fook Securities Company Limited
	and the transactions contemplated thereunder)
3.	Ordinary	resolution no. 3 of the notice of the Meeting (to approve
	the proposed		increase in the authorised share	capital of the
	Company)

Date

2004 Signature(s)[5]

Notes:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS .

2. Please insert the number of shares of HK$0.01 each registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to be related to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman is preferred, please strike out “or failing him, the Chairman of the Meeting” and insert the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “AGAINST” . Failure to tick either box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

5. The form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under the seal or under the hand of an officer or attorney duly authorised.

6. Any member of the Company entitled to attend and vote at a meeting of the Company or a meeting of the holders of any class of shares in the Company shall be entitled to appoint another person as his/her proxy to attend and vote instead of him/her. On a poll, votes may be given either personally (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy. A proxy need not be a member of the Company.

7. The form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority shall be deposited at the branch share registrar of the Company, Tengis Limited at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof at which the person named in the form of proxy proposes to vote, and in default the form of proxy shall not be treated as valid. Delivery of a form of proxy shall not preclude a member from attending and voting in person and, in such event, the form of proxy shall be deemed to be revoked.

8. Where there are joint registered holders of any share(s) of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share(s) as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share(s) shall alone be entitled to vote in respect thereof.

• For identification only