Changyou International Group Limited — Proxy Solicitation & Information Statement 2017

Apr 26, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in See Corporation Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

==> picture [115 x 103] intentionally omitted <==

==> picture [58 x 103] intentionally omitted <==

==> picture [146 x 7] intentionally omitted <==

----- Start of picture text -----

(Incorporated in Bermuda with limited liability)
----- End of picture text -----

(Stock Code: 491)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

Capitalized terms used in this cover have the same meanings as those defined in this circular. A letter from the Board is set out on pages 2 to 5 of this circular.

A notice convening the SGM of the Company to be held at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong on Tuesday, 16 May 2017 at 11:30 a.m. is set out on pages 6 to 7 of this circular.

Whether or not you intend to attend the SGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time of the SGM (i.e. before 11:30 a.m. on 14 May 2017) or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.

27 April 2017

• for identification purpose only

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Board”

“Board” the board of the Directors “Change of Company the proposed change of the English name of the Name” Company from “See Corporation Limited” to “Emperor Culture Group Limited” and the adoption of the Chinese name “英皇文化產業集團有限公司” as the secondary name of the Company to replace its existing Chinese name “漢傳媒集團有限公司”, which is currently used for identification purpose only

“Company” See Corporation Limited, an exempted company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange

“Director(s)” “Group” “HK$”

“Director(s)” the director(s) of the Company, from time to time “Group” the Company and its subsidiaries “HK$” Hong Kong dollar(s), the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “SGM” the special general meeting to be convened and held to consider and, if thought fit, approve the Change of Company Name “Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

==> picture [115 x 103] intentionally omitted <==

==> picture [58 x 103] intentionally omitted <==

(Incorporated in Bermuda with limited liability)

(Stock Code: 491)

Executive Directors:

Ms. Fan Man Seung, Vanessa (Chairperson) Mr. Wong Chi Fai Mr. Yeung Ching Loong, Alexander Ms. Shirley Percy Hughes Mr. Albert Lee

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal Place Independent Non-executive Directors: of Business in Hong Kong: Mr. Ng Hoi Yue 28th Floor Ms. Chan Sim Ling, Irene Emperor Group Centre Mr. Ho Tat Kuen 288 Hennessy Road Wanchai Hong Kong

27 April 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with (i) information regarding the resolution to be proposed at the SGM to seek Shareholders’ approval for the Change of Company Name so as to enable you to make an informed decision on whether to vote for or against the resolution proposed; and (ii) the notice of the SGM.

• for identification purpose only

– 2 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board announced on 7 April 2017 that it proposed to change the English name of the Company from “See Corporation Limited” to “Emperor Culture Group Limited” and to adopt the Chinese name of “英皇文化產業集團有限公司” as the secondary name of the Company to replace its existing name in Chinese name “漢傳媒集團有限公司”, which is currently used for identification purpose only, subject to the conditions set out below being fulfilled.

Conditions for the Change of Company Name

The Change of Company Name is conditional upon the following conditions having been satisfied:

• (i) the passing of a special resolution by the Shareholders approving the proposed Change of Company Name at the SGM; and

• (ii) the Registrar of Companies in Bermuda granting approval for the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date on which the Registrar of Companies in the Bermuda registers the new English name in place of the existing English name of the Company and registers the secondary name of the Company as set out respectively in the certificate of incorporation on change of name and the certificate of secondary name to be issued by the Registrar of Companies in Bermuda. The Company will then carry out all necessary filing or registration procedures with the Companies Registry in Hong Kong pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong).

Reasons for the Change of Company Name

The Board considers that the Change of Company Name will better reflect the future business plans and development of the Group. The Board believes that the new name can provide the Company with a more relevant and distinctive corporate identity which will benefit the Company’s future business development and is in the best interests of the Company and the Shareholders as a whole.

– 3 –

LETTER FROM THE BOARD

Effects of the Change of Company Name

The Change of Company Name will not affect any rights of the Shareholders or the Group’s daily operations or its financial position. Once the Change of Company Name becomes effective, any new share certificates of the Company issued thereafter will bear the new name of the Company. However, all the existing share certificates in issue bearing the present name of the Company will, after the Change of Company Name having become effective, continue to be effective and as documents of title to the Shares of the Company and will continue to be valid for trading, settlement, registration and delivery purposes.

Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates bearing the new name of the Company. Once the Change of Company Name becomes effective, new share certificates of the Company will be issued only in the new name of the Company.

In addition, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Change of Company Name becoming effective.

The Company will make further announcement(s) to inform the Shareholders of the results of the SGM, the effective date of the Change of Company Name, the new English and Chinese stock short names of the Company under which the Shares will be traded on the Stock Exchange and the new website address of the Company in due course upon the Change of Company Name becoming effective.

SGM

A notice convening the SGM to be held at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong, on Tuesday, 16 May 2017 at 11:30 a.m. is set out on pages 6 to 7 of this circular.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolution to be proposed at the SGM.

– 4 –

LETTER FROM THE BOARD

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you intend to attend the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time of the SGM (i.e. before 11:30 a.m. on 14 May 2017) or any adjourned meeting thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof (as the case may be) should you so wish. In accordance with Rule 13.39(4) of the Listing Rules, voting on the proposed resolution at the SGM shall be taken by poll.

RECOMMENDATION

The Directors consider that the proposed special resolution for the Change of Company Name is in the best interests of the Company and the Shareholders as a whole and therefore recommend you to vote in favour of the resolution to be proposed at the SGM.

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By order of the Board See Corporation Limited Fan Man Seung, Vanessa Chairperson

– 5 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [115 x 103] intentionally omitted <==

==> picture [58 x 103] intentionally omitted <==

==> picture [146 x 7] intentionally omitted <==

----- Start of picture text -----

(Incorporated in Bermuda with limited liability)
----- End of picture text -----

(Stock Code: 491)

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of See Corporation Limited (the “ Company ”) will be held at 28th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong, on Tuesday, 16 May 2017 at 11:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifications, the following resolution of the Company as a special resolution:

SPECIAL RESOLUTION

“ THAT subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from “See Corporation Limited” to “Emperor Culture Group Limited” and the Chinese name of “英皇文化產業集團有限公司” be adopted as the secondary name of the Company to replace its existing name in Chinese “漢傳媒集團有限公司”, which is currently used for identification purpose only (the “ Change of Company Name ”) and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts, deeds and things and execute all such documents as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.”

By Order of the Board See Corporation Limited Liu Chui Ying Company Secretary

Hong Kong, 27 April 2017

• for identification purpose only

– 6 –

NOTICE OF SPECIAL GENERAL MEETING

Registered Office: Head Office and Principal Place of Clarendon House Business in Hong Kong: 2 Church Street 28th Floor Hamilton HM 11 Emperor Group Centre Bermuda 288 Hennessy Road Wanchai Hong Kong

Notes:

1. A member of the Company entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more proxies (if he/she is a holder of more than one share) to attend and vote in his/her stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be in writing under the hand of the appointor or his/her attorney duly authorised in writing, or if the appointor is a corporation, either under its common seal, or under the hand of an officer or attorney duly authorised on that behalf, and must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney, not less than 48 hours before the time appointed for holding the Meeting (i.e. before 11:30 a.m. on 14 May 2017) or adjourned meeting.

3. Where there are joint holders of any share, any one of such joint holder may vote, either in person or by proxy in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding of such share.

4. In order to qualify for the right to attend and vote at the above meeting, all relevant share certificates and properly completed transfer forms must be lodged for registration with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Wednesday, 10 May 2017 which is the last registration date and also the record date for the Meeting.

5. Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the Meeting.

6. Pursuant to Rule 13.39(4) of the Listing Rules, the resolution as set out in this notice will be decided by poll at the meeting. Where the chairman in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted, such resolution will be decided by a show of hands.

7. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 9:30 a.m. and before the Meeting time, the Meeting will be postponed. The Company will post an announcement on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (http://www.irasia.com/listco/hk/see) to notify shareholders of the date, time and place of the rescheduled meeting.

– 7 –