[SOHU.COM INC. PAGE PART I Item 1 Business 4 Item 1A Risk Factors 42 Item 1B Unresolved Staff Comments 92 Item 2 Properties 92 Item 3 Legal Proceedings 93 Item 4 Mine Safety Disclosures 93 PART II Item 5 93 Item 6 Selected Financial Data 95 Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 97] [LOAN AGREEMENT The Loan Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): By and between Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Changyou Star Digital Technology Co., Ltd., (For the purpose hereof, Party A and Party B are collectively referred to the] [EQUITY INTEREST PURCHASE AGREEMENT The Equity Interest Purchase Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Changyou Star Digital Technology Co., Ltd., Party C: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Whereas: 1. Party A] [EQUITY PLEDGE AGREEMENT The Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): By and among: The Pledgor: Beijing Changyou Star Digital Technology Co., Ltd., The Pledgee: Beijing Changyou Gamespace Software Technology Co.,Ltd., The Company: Beijing Guanyou Gamespace Digital Technology Co., Ltd. (For the purpose] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the “Agreement”) was entered into on July 6, 2015 in Beijing, the People’s Republic of China (“China”): Party A: Beijing Changyou Gamespace Software Technology Co.,Ltd., Party B: Beijing Guanyou Gamespace Digital Technology Co., Ltd., Party C: Beijing Changyou Star Digital Technology Co., Ltd., Whereas: 1. Party A is a wholly] [Power of Attorney The Company, Beijing Changyou Star Digital Technology Co., Ltd., a citizen/registered limited liability company in the People’s Republic of China (hereinafter referred to as “China”), has a company registration number 110107019384580, and holds 100% equity of Beijing Guanyou Gamespace Digital Technology Co., Ltd. (the “Guanyou Gamespace”) as Guanyou Gamespace’s shareholder. The Company again agrees to and irrevocably] [Equity Pledge Agreement The Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B1: YANG Yongzhi Party B2: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party B1 and Party B2 are referred to “Party B” and Party] [Exclusive Call Option Agreement The Exclusive Call Option Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: YANG Yongzhi ID number: 422123197810104218 Party C: Beijing Changyou Star Digital Technology Co., Ltd. Party D: Baina (Wuhan) Information Technology Co., Ltd. For the purpose] [Exclusive Services Agreement The Exclusive Services Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and between: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. For the purpose hereof, Party A and Party B are referred to as the “parties” and each a “party”. Whereas 1] [BUSINESS OPERATION AGREEMENT The Business Agreement (hereinafter referred to as the “Agreement”) was entered into on September 30, 2015: By and among: Party A: Baina Zhiyuan (Beijing) Technology Co., Ltd. Party B: Baina (Wuhan) Information Technology Co., Ltd. Party C: YANG Yongzhi ID number: 422123197810104218 Party D: Beijing Changyou Star Digital Technology Co., Ltd. For the purpose hereof, Party A,] [Power of Attorney the Authorized is entitled to on my behalf and as a holder of Wuhan Baina Information’s 40% equity exercise all shareholders’ rights available to me in accordance with the law and the company’s articles of association, including but not limited to: the right to propose a shareholders’ meeting, accept any notice on the convening and proceedings of] [Share Purchase Agreement The Share Purchase Agreement (hereinafter referred to as the “Agreement”) was entered into on April 16, 2015 in Beijing, China: By and among: (1) Mr. MENG Shuqi, (2) Shanghai Yong Chong Investment Center LP, (3) Beijing Gamease Age Digital Technology Co., Ltd., (4) Shenzhen 7 Road Technology Co., Ltd. The above parties are collectively referred to the] [Direct and Indirect Subsidiaries Jurisdiction of Organization Ownership Sohu.com Limited Cayman Islands 100% Sohu.com (Hong Kong) Ltd. Hong Kong 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 Media Information Technology Co., Ltd. People’s Republic of China 100% Go2Map] [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 26, 2016 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 26, 2016 Sohu.com Inc. 18/F, SOHU.com Media Plaza Block 3, No. 2 Kexueyuan South Road Haidian District Beijing 100190 People’s Republic of China Subject: Consent of Haiwen & Partners We also hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Business– Government Regulation] [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, 2015 and results of operations of the Company for the fiscal year ended December 31, 2015. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors February] [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, 2015 and results of operations of the Company for the fiscal year ended December 31, 2015. Carol Yu, President and Chief Financial Officer February 26, 2016 EX-32.2 19 d86734dex322.htm]