[SOHU.COM INC. PAGE PART I Item 1 Business Overview 1 Item 1A Risk Factors 32 Item 1B Unresolved Staff Comments 76 Item 2 Properties 76 Item 3 Legal Proceedings 77 Item 4 Mine Safety Disclosures 77 PART II Item 5 77 Item 6 Selected Financial Data 79 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations] [FOX VIDEO LIMITED 2011 SHARE INCENTIVE PLAN 1. Purposes of this Plan 2. Definitions “Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. “Board” means the Board of Directors of the Company. “Company” means Fox Video Limited, a company incorporated under the laws of the Cayman Islands. “Consultant” means] [7ROAD.COM LIMITED 2012 SHARE INCENTIVE PLAN 1. Purposes of this Plan 2. Definitions “Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. “Board” means the Board of Directors of the Company. “Class A Ordinary Share” means a Class A Ordinary Share in the capital of the Company, having the] [FORM OF LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into as of August 20, 2008 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd., Party B: ________________, with the address of _________________ ; and ID number of _________________________. (In this Agreement, Party A] [FORM OF EQUITY INTEREST PURCHASE AGREEMENT This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of August 20, 2008 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: ________________, with the address of _________________ ; and ID number of _________________________. Party] [FORM OF EQUITY INTEREST PLEDGE AGREEMENT This Amended and Restated Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Beijing, People’s Republic of China (“PRC” or “China”) on the day of August 20, 2008 by the following parties: Pledgor: Pledgee: Beijing AmazGame Age Internet Technology Co., Ltd. (In this Agreement, Pledgor and Pledgee are called collectively as the] [Form of Power of Attorney I, I hereby appoint Such authorization and appointment are based upon the precondition that The initial term of this Power of Attorney is ten (10) years upon the execution date of this Power of Attorney during the duly existing term of Gamease unless the early termination of Operation Agreement jointly executed by AmazGame and Gamease] [BUSINESS OPERATION AGREEMENT This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Beijing, People’s Republic of China (“China” or “PRC”) as of August 20, 2008: Party A: Beijing AmazGame Age Internet Technology Co., Ltd., Party B: Beijing Gamease Age Digital Technology Co., Ltd., Party C: Tao WANG, Party D: Yaobin WANG,] [Beijing Gamease Age Digital Technology Co., Ltd. (as Service Receiver) and Beijing AmazGame Age Internet Technology Co., Ltd. (as Service Provider) Service and Maintenance Agreement Date as of December 1, 2007 TABLE OF CONTENTS 1. Definition 1 2. Exclusive Commission 2 3. Scope of Integrated Service 2 4. Authorization 3 5. Payment and Settlement of Integrated Service Fee 3 6.] [Technology Support and Utilization Service Agreement This Technology Development and Utilization Service Agreement (“Agreement”) is entered into between the following two parties as of August 20, 2008: (1) Beijing Gamease Age Digital Technology Co., Ltd., with registered address of Room 1197, No.3 Xijing Road, Badachu Hi-Tech Park, Shijingshan District, Beijing and legal representative Wang Tao (“Party A”); and (2) Beijing] [Beijing AmazGame Age Internet Technology Co., Ltd. Beijing Gamease Age Digital Technology Co., Ltd. Yaobin Wang Tao Wang And Dewen Chen LOAN ASSIGNMENT AND EQUITY INTEREST TRANSFER AGREEMENT CONTENTS 1. Loan Assignment and Equity Interest Transfer 2 2. 3 3. 3 4. Notices 4 5. Applicable Law and Dispute Resolution 5 6. Others 5] [LOAN AGREEMENT This Loan Agreement (the “Agreement”) is entered into as of June 23, 2010 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Dewen CHEN (In this Agreement, Party A and Party B are called collectively as the “Parties” and respectively as] [EQUITY INTEREST PURCHASE AGREEMENT This Equity Interest Purchase Agreement (this “Agreement”) is entered into as of June 23, 2010 between and by the following Parties in Beijing, People’s Republic of China (“China” or “PRC”): Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Dewen CHEN Party C: Beijing Gamease Age Digital Technology Co., Ltd. WHEREAS: 1. Party A,] [EQUITY INTEREST PLEDGE AGREEMENT This Equity Interest Pledge Agreement (hereinafter “this Agreement”) is entered into in Beijing, People’s Republic of China (“PRC” or “China”) on the day of June 23, 2010 by the following parties: Pledgor: Dewen CHEN, Pledgee: Beijing AmazGame Age Internet Technology Co., Ltd. Company: Beijing Gamease Age Digital Technology Co., Ltd., with the registered address of Floor] [Form of Power of Attorney I, , citizen of the People’s Republic of China (the “PRC”) with ID No. of , is the shareholder of Beijing Gamease Age Digital Technology Co., Ltd. (“Gamease”) holding I hereby appoint to exercise, on my behalf, all shareholder’s rights corresponding to the The initial term of this Power of Attorney is ten (10) years] [BUSINESS OPERATION AGREEMENT This Business Operation Agreement (hereinafter referred to as “this Agreement”) is entered into among the following parties in Beijing, People’s Republic of China (“China” or “PRC”) as of June 23, 2010: Party A: Beijing AmazGame Age Internet Technology Co., Ltd. Party B: Beijing Gamease Age Digital Technology Co., Ltd. Party C: Tao WANG Party D: Dewen CHEN] [Loan Agreement between Beijing Sogou Technology Development Co., Ltd. and Wang Xiaochuan September 26, 2010 This Loan Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following two parties on September 26, 2010: Party A: Beijing Sogou Technology Development Co., Ltd., Registered Address: Room 1, Level 9, Sohu Internet Plaza, Zhongguancun East Road, Haidian District,] [Loan Agreement between Beijing Sogou Technology Development Co., Ltd. and Hao Xianxian September 26, 2010 This Loan Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following two parties on September 26, 2010: Party A: Party B: In this Agreement, Party A and Party B are referred to as the “parties” collectively or “a party”] [Equity Pledge Agreement between Beijing Sogou Technology Development Co., Ltd. and Wang Xiaochuan and Hao Xianxian September 26, 2010 1 This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following two parties on September 26, 2010: Party A: Beijing Sogou Technology Development Co., Ltd., Registered Address: Room 1, Level 9, Sohu Internet] [Exclusive Equity Interest Purchase Rights Agreement between Beijing Sogou Technology Development Co., Ltd and Wang Xiaochuan, Hao Xianxian and Beijing Sogou Information Service Co., Ltd. September 26, 2010 This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on September 26, 2010: Party A: Beijing Sogou Technology Development] [Business Operation Agreement Beijing Sogou Technology Development Co., Ltd and Wang Xiaochuan, Hao Xianxian and Beijing Sogou Information Service Co., Ltd. September 26, 2010 This Business Operation Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on September 26, 2010: Party A: Beijing Sogou Technology Development Co., Ltd, Registered Address: Room 1, Level] [Power of Attorney I, a shareholder of Beijing Sogou Information Service Co., Ltd. (hereinafter referred to as “Sogou Information”), aggregately hold 50% of the equity of the Company and hereby agree to authorize Beijing Sogou Technology Development Co., Ltd (hereinafter referred to as “Sogou Technology” or the “Authorized Person”) to exercise the shareholder’s rights associated with the said 50% of] [Exclusive Technology Consulting and Service Agreement between Beijing Sogou Technology Development Co., Ltd and Beijing Sogou Information Service Co., Ltd. September 26, 2010 1 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on September 26, 2010: Party A: Beijing Sogou Technology Development Co., Ltd, Registered Address:] [Business Division and Partnership Agreement between Beijing Sogou Technology Development Co., Ltd and Beijing Sogou Information Service Co., Ltd. September 26, 2010 1 September 26, 2010 This Business Division and Partnership Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following parties on Party A: Party B: In this Agreement, Party A and Party B] [Equity Interest Purchase Right Agreement Among Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Purchase Obligee) (As the Equity Interest Purchase Obligor) And Shenzhen 7Road Technology Co., Ltd. June 26, 2012 Table of Contents 1. Purchase Rights of Equity Interest 1 2. Party B and Party C’s Promises 3 3. 6 4. Breach of Contract 7 5. Assignment] [Equity Interest Pledge Agreement Between Shenzhen 7Road Network Technologies Co., Ltd. (As the Equity Interest Pledgee) (As the Equity Interest Pledgor) And Shenzhen 7Road Technology Co., Ltd. June 26, 2012 Table of Content 1. Pledge and Guaranteed Scope 2 2. Pledged Equity 2 3. Creation of Pledge 3 4. Term of Pledge 4 5. Keeping and Return of Pledge Certificate] [Power of Attorney I, Such authorization and appointment are based upon the precondition that the Attorney-in-fact is still serving in 7Road Network or its affiliates. Once the Attorney-in-fact loses his title or position in 7Road Network or its affiliates or the Board of Directors of 7Road Network terminate such authorization and appointment by written resolution and written notice, the authorization] [Spousal Consent Letter Name of the Spouse: ID No: EX-10.71 28 d492561dex1071.htm EX-10.71] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. BUSINESS OPERATION AGREEMENT Among Shenzhen 7Road Network Technologies Co., Ltd. Shenzhen 7Road Technology Co., Ltd. Beijing Gamease Age Digital Technology Co., Ltd. Kai Cao Zhiyi Yang Chunyan Long and Shuqi Meng June 26, 2012 BUSINESS OPERATION AGREEMENT This Business Operation Agreement] [Technology Development and Utilization Service Agreement Between Shenzhen 7Road Technology Co., Ltd. (As the Service Receiver) And Shenzhen 7Road Network Technologies Co., Ltd. (As the Service Provider) June 26, 2012 Table of Content 1. Definitions 1 2. Commission 2 3. Scope of Technology Development and Technology Utilization Services 2 4. Authorization 3 5. Intellectual Property 4 6.] [Shenzhen 7Road Technology Co., Ltd. (as Service Receiver) and Shenzhen 7Road Network Technologies Co., Ltd. (as Service Provider) Services and Maintenance Agreement June 26, 2012 1 TABLE OF CONTENTS 1. Definition 3 2. Commission 4 3. Scope of Integrated Service 4 4. Authorization 5 5. Payment and Settlement of Integrated Service Fee 6 6.] [Direct and Indirect Subsidiaries Jurisdiction of Organization Ownership Sohu.com Limited Cayman Islands 100% Sohu.com (Hong Kong) Ltd. Hong Kong 100% Beijing Sohu Interactive Software Co., Ltd. People’s Republic of China 100% Beijing Sohu New Era Information Technology Co., Ltd. People’s Republic of China 100% Beijing Sohu New Momentum Information Technology Co., Ltd. People’s Republic of China 100% Beijing Sohu New] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-61814, No. 333-117412, No. 333-125960, No. 333-174955) of Sohu.com Inc. of our report dated February 28, 2013 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears] [Consent of Haiwen & Partners, PRC Counsel February 28, 2013 Sohu.com Inc. 12/F Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road Haidian District Beijing 100084 People’s Republic of China Dear Sirs, Annual Report on Form 10-K for Year Ended December 31, 2012 We hereby consent to the references to our firm under the heading “Government Regulation and Legal Uncertainties”] [I, Charles Zhang, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com Inc.; 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, Carol Yu, certify that: 1. I have reviewed this annual report on Form 10-K of Sohu.com Inc.; 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] [SOHU.COM INC. OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2012 and results of operations of the Company for the fiscal year ended December 31, 2012. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors February] [SOHU.COM INC. SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2012 and results of operations of the Company for the fiscal year ended December 31, 2012. Carol Yu, Co-President and Chief Financial Officer February 28, 2013 F-87 EX-32.2 38 d492561dex322.htm EX-32.2]