ONP [Orient Paper] 10-K:

[] [The following diagram sets forth the current corporate structure of Orient Paper: 100% ownership Controlled by contractual agreements EX-21.1 14 v214648_ex21-1.htm] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Orient Paper, Inc. Science Park Juli Road Xushui County Hebei Province 072550 China We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-150394) and Form S-3 (File No. 333-163340) of Orient Paper, Inc (the “Company”) of our reports dated March 15, 2011, relating to the] [To the Board of Directors and Stockholders of Orient Paper, Inc. Internal Control – Integrated Framework We have audited Orient Paper, Inc’s (the “Company”) internal control over financial reporting as of December 31, 2010, based on criteria established in A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting] [SARBANES-OXLEY ACT OF 2002 I, Zhenyong Liu, certify that: 1. I have reviewed this annual report on Form 10-K of Orient Paper, 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] [SARBANES-OXLEY ACT OF 2002 I, Winston C. Yen, certify that: 1. I have reviewed this annual report on Form 10-K of Orient Paper, 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 15, 2011 Zhenyong Liu Zhenyong Liu Chief Executive Officer EX-32.1 20 v214648_ex32-1.htm] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: March 15, 2011 Winston C. Yen Chief Financial Officer (principal financial and accounting officer ) EX-32.2 21 v214648_ex32-2.htm]

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CHLN [China Housing & Land Development] 10-K: (Original Filing)

[FORM 10-K x For the fiscal year ended December 31, 2010 OR ¨ For the transition period from ____________ to ____________ China Housing & Land Development, Inc. NEVADA 20-1334845 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 6 Youyi Dong Lu, Han Yuan 4 Lou Xi'an, Shaanxi Province China 710054 86-29-82582632 (Former name, former address and] [List of Subsidiaries Wayfast Holdings Limited (British Virgin Island) Gracemind Holdings Limited (British Virgin Island) Man State Holdings Limited (British Virgin Island) Clever Advance Limited (Hongkong, China) Treasure Asia Holdings Limited (Hongkong, China) Success Hill Limited (Hongkong, China) Xi’an Tsining Housing Development Co., Ltd. (Xi’an, China) Xi’an New Land Development Co., Ltd. (Xi’an, China) Puhua (Xi’an) Real Estate Development Co.,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to incorporation by reference in the registration statement (No. 333-169933) on Form S-3 of China Housing & Land Development, Inc. and Subsidiaries (the “Company”) of our reports dated March 14, 2011, with respect to the consolidated balance sheets of the Company as at December 31, 2010 and 2009 and the related] [CERTIFICATION I, Xiaohong Feng, certify that: 1. I have reviewed this report on Form 10-K of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2010; 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,] [CERTIFICATION I, Cangsang Huang, certify that: 1. I have reviewed this report on Form 10-K of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2010; 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,] [ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Xiaohong Feng Chief Executive Officer] [ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Cangsang Huang Chief Financial Officer]

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CHLN [China Housing & Land Development] 10-K: FORM 10-K x For the fiscal year ended

[FORM 10-K x For the fiscal year ended December 31, 2010 OR ¨ For the transition period from ____________ to ____________ China Housing & Land Development, Inc. NEVADA 20-1334845 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 6 Youyi Dong Lu, Han Yuan 4 Lou Xi'an, Shaanxi Province China 710054 86-29-82582632 (Former name, former address and] [List of Subsidiaries Wayfast Holdings Limited (British Virgin Island) Gracemind Holdings Limited (British Virgin Island) Man State Holdings Limited (British Virgin Island) Clever Advance Limited (Hongkong, China) Treasure Asia Holdings Limited (Hongkong, China) Success Hill Limited (Hongkong, China) Xi’an Tsining Housing Development Co., Ltd. (Xi’an, China) Xi’an New Land Development Co., Ltd. (Xi’an, China) Puhua (Xi’an) Real Estate Development Co.,] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to incorporation by reference in the registration statement (No. 333-169933) on Form S-3 of China Housing & Land Development, Inc. and Subsidiaries (the “Company”) of our reports dated March 14, 2011, with respect to the consolidated balance sheets of the Company as at December 31, 2010 and 2009 and the related] [CERTIFICATION I, Xiaohong Feng, certify that: 1. I have reviewed this report on Form 10-K of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2010; 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,] [CERTIFICATION I, Cangsang Huang, certify that: 1. I have reviewed this report on Form 10-K of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2010; 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,] [ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Xiaohong Feng Chief Executive Officer] [ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Cangsang Huang Chief Financial Officer]

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DHRM [Dehaier Medical Systems] 10-K: (Original Filing)

[] [I, Ping Chen, certify that: (1) I have reviewed this Form 10-K of Dehaier Medical Systems Limited; (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 misleading] [Certification of Principal Financial Officer I, Zheng (Rita) Liu, certify that: (1) I have reviewed this Form 10-K of Dehaier Medical Systems Limited; (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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the this period report fairly presents, in all material respects, the financial condition and results of operations of Dehaier Medical Systems Limited. Ping Chen EX-32.1 4 dex321.htm SECTION 906 CEO CERTIFICATION] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the this period report fairly presents, in all material respects, the financial condition and results of operations of Dehaier Medical Systems Limited. Zheng (Rita) Liu Principal Financial Officer EX-32.2 5 dex322.htm SECTION 906 CFO CERTIFICATION]

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CPHI [CHINA PHARMAS,] 10-K: FORM 10-K x For the fiscal year ended

[FORM 10-K x For the fiscal year ended December 31, 2010 or ¨ For the transition period from _________ to _____________ 001-34471 China Pharma Holdings, Inc. Delaware 73-1564807 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China 570216 (011) 86 898-6681-1730 Common Stock, par value $0.001 per] [EX-10.4 5 ex104.htm ENGAGEMENT LETTER] [CHINA PHARMA HOLDINGS, INC. "Company" "Holder" "Expiration Date" China Pharma Holdings, Inc., a Delaware corporation (the 1. Definitions "Business Day" "Common Stock" "Exercise Price" “Original Issue Date” “New York Courts” “Trading Day” provided “Trading Market” 2. 3. Registration of Transfers 4. 5. 2 (a) Date of Exercise (b) (c) Buy-In] [Loan Agreement Hereby Heung Mei Tsui made a loan of UDS$230,000 to Onny Investment Limited. The term of the loan is from Sept. 27, 2010 to March 26, 2011, with annual interest of 1%. Upon the due date, Onny Investment Limited will return the principal and the interest therefrom. Loaner: Loanee: ONNY INVESTMENT LIMITED (SEAL) Sept.27, 2010 EX-10.18 8 ex1018.htm] [List of Subsidiaries Names Jurisdiction Ownership Onny Investment Limited British Virgin Islands 100% Hainan Helpson Medical & Biotechnology Co., Ltd. The People’s Republic of China 100% EX-21.1 9 ex211.htm LIST OF SUBSIDIARIES] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-164049 on Form S-3 and Registration Statement No. 333-141734 Post-Effective Amendment No. 1 to Form SB-2 on Form S-3 of our report dated March 2, 2011 relating to the consolidated financial statements of China Pharma Holdings, Inc. and subsidiaries appearing in this] [CERTIFICATION (Section 302 of the Sarbanes-Oxley Act of 2002) I, Zhilin Li, certify that: 1. I have reviewed this Annual Report on Form 10-K of China Pharma Holdings, 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] [CERTIFICATION (Section 302 of the Sarbanes-Oxley Act of 2002) I, Frank Waung, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b.] [CERTIFICATION (Section 906 of the Sarbanes-Oxley Act of 2002) (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhilin Li EX-32.1 13 ex321.htm] [CERTIFICATION (Section 906 of the Sarbanes-Oxley Act of 2002) (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) EX-32.2 14 ex322.htm]

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CPHI [CHINA PHARMAS,] 10-K: (Original Filing)

[FORM 10-K x For the fiscal year ended December 31, 2010 or ¨ For the transition period from _________ to _____________ 001-34471 China Pharma Holdings, Inc. Delaware 73-1564807 (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China 570216 (011) 86 898-6681-1730 Common Stock, par value $0.001 per] [EX-10.4 5 ex104.htm ENGAGEMENT LETTER] [CHINA PHARMA HOLDINGS, INC. "Company" "Holder" "Expiration Date" China Pharma Holdings, Inc., a Delaware corporation (the 1. Definitions "Business Day" "Common Stock" "Exercise Price" “Original Issue Date” “New York Courts” “Trading Day” provided “Trading Market” 2. 3. Registration of Transfers 4. 5. 2 (a) Date of Exercise (b) (c) Buy-In] [Loan Agreement Hereby Heung Mei Tsui made a loan of UDS$230,000 to Onny Investment Limited. The term of the loan is from Sept. 27, 2010 to March 26, 2011, with annual interest of 1%. Upon the due date, Onny Investment Limited will return the principal and the interest therefrom. Loaner: Loanee: ONNY INVESTMENT LIMITED (SEAL) Sept.27, 2010 EX-10.18 8 ex1018.htm] [List of Subsidiaries Names Jurisdiction Ownership Onny Investment Limited British Virgin Islands 100% Hainan Helpson Medical & Biotechnology Co., Ltd. The People’s Republic of China 100% EX-21.1 9 ex211.htm LIST OF SUBSIDIARIES] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-164049 on Form S-3 and Registration Statement No. 333-141734 Post-Effective Amendment No. 1 to Form SB-2 on Form S-3 of our report dated March 2, 2011 relating to the consolidated financial statements of China Pharma Holdings, Inc. and subsidiaries appearing in this] [CERTIFICATION (Section 302 of the Sarbanes-Oxley Act of 2002) I, Zhilin Li, certify that: 1. I have reviewed this Annual Report on Form 10-K of China Pharma Holdings, 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] [CERTIFICATION (Section 302 of the Sarbanes-Oxley Act of 2002) I, Frank Waung, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b.] [CERTIFICATION (Section 906 of the Sarbanes-Oxley Act of 2002) (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhilin Li EX-32.1 13 ex321.htm] [CERTIFICATION (Section 906 of the Sarbanes-Oxley Act of 2002) (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) EX-32.2 14 ex322.htm]

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CPHI [CHINA PHARMAS,] 10-K: (Original Filing)

[FORM 10-K x For the fiscal year ended December 31, 2010 or For the transition period from _________ to _____________ 001-34471 China Pharmas, Delaware 73-1564807 (State or other jurisdiction oforporation or organization) (IRS Employer Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China 570216 (011) 86 898-6681-1730] [ENGAGEMENT LETTER ex104.htm 5 EX-10.4] [CHINA PHARMAS, 1. Definitions "Businessy" "Common Stock" "Exercise Price" Original Issuete New Yorkurts Tradingy provided Trading Market 2. 4. 5. 2 (b) 3 9. Payment of Exercise Price . 4 11. No Fractional Shares 14. Miscellaneous (a) 5 (c) (d) (e) [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,] [Loanreement Hereby Heung Mei Tsui made a loan of UDS$230,000 to Onny Investment Limited. The term of the loan is from Sept. 27, 2010 to March 26, 2011, with annual interest of 1%. Upon the duete, Onny Investment Limited will return the principal and the interest therefrom. Loaner: Loanee:] [List of Subsidiaries Names Jurisdiction Ownership Onny Investment Limited British Virgin Islands 100% Hainan Helpson Medical & Biotechnology The Peoples Republic of China 100% LIST OF SUBSIDIARIES ex211.htm 9 EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in Registration Statement No. 333-164049 on Form S-3 and Registration Statement No. 333-141734 Post-Effective Amendment No. 1 to Form SB-2 on Form S-3 of our reportted March 2, 2011 relating to thensolidated financial statements of China Pharmas, and subsidiaries appearing in this Annual] [CERTIFICATION (Section 302 of therbanes-Oxley Act of 2002) I, Zhilin Li, certify that: 1. I have reviewed this Annual Report on Form 10-K of China Pharmas,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION (Section 302 of therbanes-Oxley Act of 2002) I, Frank Waung, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) ex312.htm 12 EX-31.2] [CERTIFICATION (Section 906 of therbanes-Oxley Act of 2002) (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Zhilin Li ex321.htm 13 EX-32.1] [CERTIFICATION (Section 906 of therbanes-Oxley Act of 2002) (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) ex322.htm 14 EX-32.2]

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CPHI [CHINA PHARMAS,] 10-K: FORM 10-K x For the fiscal year ended

[FORM 10-K x For the fiscal year ended December 31, 2010 or For the transition period from _________ to _____________ 001-34471 China Pharmas, Delaware 73-1564807 (State or other jurisdiction oforporation or organization) (IRS Employer Identification No.) Second Floor, No. 17, Jinpan Road Haikou, Hainan Province, China 570216 (011) 86 898-6681-1730] [ENGAGEMENT LETTER ex104.htm 5 EX-10.4] [CHINA PHARMAS, 1. Definitions "Businessy" "Common Stock" "Exercise Price" Original Issuete New Yorkurts Tradingy provided Trading Market 2. 4. 5. 2 (b) 3 9. Payment of Exercise Price . 4 11. No Fractional Shares 14. Miscellaneous (a) 5 (c) (d) (e) [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,] [Loanreement Hereby Heung Mei Tsui made a loan of UDS$230,000 to Onny Investment Limited. The term of the loan is from Sept. 27, 2010 to March 26, 2011, with annual interest of 1%. Upon the duete, Onny Investment Limited will return the principal and the interest therefrom. Loaner: Loanee:] [List of Subsidiaries Names Jurisdiction Ownership Onny Investment Limited British Virgin Islands 100% Hainan Helpson Medical & Biotechnology The Peoples Republic of China 100% LIST OF SUBSIDIARIES ex211.htm 9 EX-21.1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Wensent to theorporation by reference in Registration Statement No. 333-164049 on Form S-3 and Registration Statement No. 333-141734 Post-Effective Amendment No. 1 to Form SB-2 on Form S-3 of our reportted March 2, 2011 relating to thensolidated financial statements of China Pharmas, and subsidiaries appearing in this Annual] [CERTIFICATION (Section 302 of therbanes-Oxley Act of 2002) I, Zhilin Li, certify that: 1. I have reviewed this Annual Report on Form 10-K of China Pharmas,; 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION (Section 302 of therbanes-Oxley Act of 2002) I, Frank Waung, certify that: 1. 2. 3. 4. a. b. c. d. 5. a. b. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) ex312.htm 12 EX-31.2] [CERTIFICATION (Section 906 of therbanes-Oxley Act of 2002) (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Zhilin Li ex321.htm 13 EX-32.1] [CERTIFICATION (Section 906 of therbanes-Oxley Act of 2002) (1) (2) The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Frank Waung Chief Financial Officer (principal financial officer and principal accounting officer) ex322.htm 14 EX-32.2]

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SOHU [SOHU COM] 10-K: (Original Filing)

[¨ Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ ¨ x DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for Sohu’s 2010 Annual Meeting of Stockholders to be filed on or about April 29, 2011 are incorporated into Part III of this report. Table of Contents PAGE PART I Item 1 Business Overview] [SOGOU INC. SERIES A PREFERRED SHARE PURCHASE AGREEMENT OCTOBER 2, 2010 TABLE OF CONTENTS 1. Definitions 1 2. Purchase and Sale of Securities. 9 2.1 Sale and Issuance of Series A Preferred Shares 9 2.2 Closing 9 3. 9 3.1 Organization, Good Standing and Qualification 9] [AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SOGOU INC. THE COMPANIES LAW (REVISED) EXEMPT COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SOGOU INC. 1. Company The name of the company is SOGOU INC. (the “ 2. The Registered office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor,] [SOGOU INC. SERIES A PREFERRED INVESTORS’ RIGHTS AGREEMENT OCTOBER 22, 2010 TABLE OF CONTENTS 1. Definitions 1 2. Registration Rights 5 2.1 Demand for Registration 5 2.2 Company Registration 7 2.3 Registration on Form F-3 8 2.4 Expenses of Registration 9] [SOGOU INC. SERIES A PREFERRED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT OCTOBER 22, 2010 TABLE OF CONTENTS 1. Definitions 1 2. Agreements Among the Company, the Ordinary Holders and the Preferred Holders 3 2.1 Rights of Refusal 3 2.2 Right of Co-Sale 5 2.3 Non-Exercise of Rights 6 2.4 Limitations to Rights of Refusal and Co-Sale] [SOGOU INC. 2010 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 Sogou Inc., a company incorporated under the laws of the Cayman Islands. “Consultant” means any person] [Direct and Indirect Subsidiaries Jurisdiction of Organization Ownership Sohu.com (Hong Kong) Ltd. Hong Kong 100% Sohu.com Limited Cayman Islands 100% Beijing Sohu New Era Information Technology Co., Ltd. People’s Republic of China 100% Beijing Sohu Interactive Software Co., Ltd. People’s Republic of China 100% Kylie Enterprises Limited British Virgin Islands 100% All Honest International Limited British Virgin Islands 100% Go2Map] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-61814, 333-117412, No. 333-125960) of Sohu.com Inc. of our report dated February 28, 2011 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form10-K.] [Consent of Haiwen & Partners, PRC Counsel February 28, 2011 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, 2010 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, 2010 and results of operations of the Company for the fiscal year ended December 31, 2010. 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, 2010 and results of operations of the Company for the fiscal year ended December 31, 2010. Carol Yu, Co-President and Chief Financial Officer February 28, 2011 EX-32.2 13 dex322.htm]

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SOHU [SOHU COM] 10-K: ¨ Large accelerated filer x Accelerated filer ¨

[¨ Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ ¨ x DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for Sohu’s 2010 Annual Meeting of Stockholders to be filed on or about April 29, 2011 are incorporated into Part III of this report. Table of Contents PAGE PART I Item 1 Business Overview] [SOGOU INC. SERIES A PREFERRED SHARE PURCHASE AGREEMENT OCTOBER 2, 2010 TABLE OF CONTENTS 1. Definitions 1 2. Purchase and Sale of Securities. 9 2.1 Sale and Issuance of Series A Preferred Shares 9 2.2 Closing 9 3. 9 3.1 Organization, Good Standing and Qualification 9] [AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SOGOU INC. THE COMPANIES LAW (REVISED) EXEMPT COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SOGOU INC. 1. Company The name of the company is SOGOU INC. (the “ 2. The Registered office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor,] [SOGOU INC. SERIES A PREFERRED INVESTORS’ RIGHTS AGREEMENT OCTOBER 22, 2010 TABLE OF CONTENTS 1. Definitions 1 2. Registration Rights 5 2.1 Demand for Registration 5 2.2 Company Registration 7 2.3 Registration on Form F-3 8 2.4 Expenses of Registration 9] [SOGOU INC. SERIES A PREFERRED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT OCTOBER 22, 2010 TABLE OF CONTENTS 1. Definitions 1 2. Agreements Among the Company, the Ordinary Holders and the Preferred Holders 3 2.1 Rights of Refusal 3 2.2 Right of Co-Sale 5 2.3 Non-Exercise of Rights 6 2.4 Limitations to Rights of Refusal and Co-Sale] [SOGOU INC. 2010 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 Sogou Inc., a company incorporated under the laws of the Cayman Islands. “Consultant” means any person] [Direct and Indirect Subsidiaries Jurisdiction of Organization Ownership Sohu.com (Hong Kong) Ltd. Hong Kong 100% Sohu.com Limited Cayman Islands 100% Beijing Sohu New Era Information Technology Co., Ltd. People’s Republic of China 100% Beijing Sohu Interactive Software Co., Ltd. People’s Republic of China 100% Kylie Enterprises Limited British Virgin Islands 100% All Honest International Limited British Virgin Islands 100% Go2Map] [Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-61814, 333-117412, No. 333-125960) of Sohu.com Inc. of our report dated February 28, 2011 relating to the consolidated financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form10-K.] [Consent of Haiwen & Partners, PRC Counsel February 28, 2011 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, 2010 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, 2010 and results of operations of the Company for the fiscal year ended December 31, 2010. 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, 2010 and results of operations of the Company for the fiscal year ended December 31, 2010. Carol Yu, Co-President and Chief Financial Officer February 28, 2011 EX-32.2 13 dex322.htm]

By | 2016-03-31T02:08:45+00:00 February 28th, 2011|Categories: Chinese Stocks, SOHU, Webplus ver|Tags: , , , , , |0 Comments
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