SOHU [SOHU COM] 8-K: (Original Filing)
[Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2 DATED: March 9, 2016 SOHU.COM INC.]
[Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 2 DATED: March 9, 2016 SOHU.COM INC.]
[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 Managements 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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 Gamespaces 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 Informations 40% equity exercise all shareholders rights available to me in accordance with the law and the companys 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. Peoples Republic of China 100% Beijing Sohu New Momentum Information Technology Co., Ltd. Peoples Republic of China 100% Beijing Sohu New Media Information Technology Co., Ltd. Peoples 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 Peoples Republic of China Subject: Consent of Haiwen & Partners We also hereby consent to the use of our firm name and summaries of our firms 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]
[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 Managements 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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 Gamespaces 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 Informations 40% equity exercise all shareholders rights available to me in accordance with the law and the companys 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. Peoples Republic of China 100% Beijing Sohu New Momentum Information Technology Co., Ltd. Peoples Republic of China 100% Beijing Sohu New Media Information Technology Co., Ltd. Peoples 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 Peoples Republic of China Subject: Consent of Haiwen & Partners We also hereby consent to the use of our firm name and summaries of our firms 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]
[CUSIP No. 83408W103 1. Names of Reporting Persons Macquarie Group Limited 2. Check the Appropriate Box if a Member of a Group (See Instructions) x ¨ (a) 3. SEC Use Only 4. Citizenship or Place of Organization Sydney, New South Wales Australia Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting]
[CUSIP No. 83408W103 1. Names of Reporting Persons Macquarie Group Limited 2. Check the Appropriate Box if a Member of a Group (See Instructions) x ¨ (a) 3. SEC Use Only 4. Citizenship or Place of Organization Sydney, New South Wales Australia Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 0 6. Shared Voting]
[Orbis Investment Management Limited (OIML) Orbis Investment Management (B.V.I.) Limited (OIMBVI) Orbis Asset Management Limited (OAML) I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION OAML and OIML are companies organized under the laws of]
[Orbis Investment Management Limited (OIML) Orbis Investment Management (B.V.I.) Limited (OIMBVI) Orbis Asset Management Limited (OAML) I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION OAML and OIML are companies organized under the laws of]
[SCHEDULE 13G/A (Amendment No. 1)* Sohu.com Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83408W103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) x Rule 13d-1(b) o Rule 13d-1(c) o Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form]
[SCHEDULE 13G/A (Amendment No. 1)* Sohu.com Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 83408W103 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) x Rule 13d-1(b) o Rule 13d-1(c) o Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form]
[SOHU.COM REPORTS FOURTH QUARTER AND FISCAL YEAR 2015 UNAUDITED FINANCIAL RESULTS BEIJING, CHINA, February 1, 2016 Sohu.com Inc. (NASDAQ: SOHU), Chinas leading online media, search, gaming, community and mobile service group, today reported unaudited financial results for the fourth quarter and fiscal year ended December 31, 2015. Fourth Quarter Highlights 1 Total revenues were US$466 million Brand] [Item 2.02 Results of Operations and Financial Condition. (d) 99.1 Press Release dated February 1, 2016 2]