01039 畅由国际集团 展示文件：c. 独立董事委员会致独立股东函件
CHANGYOU INTERNATIONAL GROUP LIMITED
畅 由 国 际 集 团 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1039)
1 August 2025
To the Independent Shareholders
Dear Sir or Madam,
CONTINUING CONECTED TRANSACTIONS
(i) FOURTH SUPLEMENTAL 2019 FACILITY AGREMENT
IN RELATION TO THE GRANT OF 2019 REVOLVING LOAN FACILITY;
AND
(i) SECOND SUPLEMENTAL 2021 FACILITY AGREMENT
IN RELATION TO THE GRANT OF 2021 REVOLVING LOAN FACILITY
We refer to the circular of the Company to the Shareholders dated 1 August 2025 (the
“Circular”), of which this leter forms part. Unles the context requires otherwise, capitalised
terms used in this leter wil have the same meanings as defined in the Circular.
The Independent Board Comite has ben established to advise the Independent
Shareholders on whether (i) the Fourth Suplemental 2019 Facility Agrement, the proposed
2019 Revolving Loan Facility Anual Caps and the transactions contemplated under the Fourth
Suplemental 2019 Facility Agrement; and (i) the Second Suplemental 2021 Facility
Agrement, the proposed 2021 Revolving Loan Facility Anual Caps and the transactions
contemplated under the Second Suplemental 2021 Facility Agrement, are fair and reasonable,
on normal comercial terms and in the ordinary and usual course of busines of the Group and
in the interests of the Company and the Shareholders as a whole.
We wish to draw your atention to the leter from the Board as set out on pages 8 to 36 of
the Circular and the leter of advice from Red Sun, the Independent Financial Adviser apointed
to advise the Independent Board Comite and the Independent Shareholders as set out on
pages 39 to 65 of the Circular in relation to (i) the Fourth Suplemental 2019 Facility
Agrement, the proposed 2019 Revolving Loan Facility Anual Caps and the transactions
contemplated under the Fourth Suplemental 2019 Facility Agrement; and (i) the Second
Suplemental 2021 Facility Agrement, the proposed 2021 Revolving Loan Facility Anual
Caps and the transactions contemplated under the Second Suplemental 2021 Facility
Agrement.
Having taken into consideration the factors and reasons as stated in the leter from the
Board, and the opinion as stated in the leter of advice from the Independent Financial Adviser,
we consider that (a) (i) the Fourth Suplemental 2019 Facility Agrement, the Proposed 2019
Revolving Loan Facility Anual Caps and the transactions contemplated under the Fourth
Suplemental 2019 Facility Agrement; and (i) the Second Suplemental 2021 Facility
Agrement, the proposed 2021 Revolving Loan Facility Anual Caps and the transactions
contemplated under the Second Suplemental 2021 Facility Agrement are fair and reasonable
and on comercial terms; (b) the entering into of the Fourth Suplemental 2019 Facility
Agrement and the Second Suplemental 2021 Facility Agrement is not in the ordinary and
usual course of busines of the Group; and (c) the entering into of the Fourth Suplemental
2019 Facility Agrement and the Second Suplemental 2021 Facility Agrement is in the
interests of the Company and the Independent Shareholders as a whole. We recomend the
Independent Shareholders to vote in favour of the ordinary resolution in relation to (i) the Fourth
Suplemental 2019 Facility Agrement, the proposed 2019 Revolving Loan Facility Anual
Caps and the transactions contemplated under the Fourth Suplemental 2019 Facility
Agrement; and (i) the Second Suplemental 2021 Facility Agrement, the proposed 2021
Revolving Loan Facility Anual Caps and the transactions contemplated under the Second
Suplemental 2021 Facility Agrement to be proposed at the EGM.
Yours faithfuly
For and on behalf of the
Independent Board Comite of
Changyou International Group Limited
_
Mr. Wong Chi Keung
_
Mr. Ip Wai Lun, Wiliam
_
Mr. Chan Chi Keung, Alan
Independent non-executive Directors