[SOHU.COM INC. Table of Contents PAGE PART I Item 1 Business 2 Item 1A Risk Factors 39 Item 1B Unresolved Staff Comments 88 Item 2 Properties 88 Item 3 Legal Proceedings 88 Item 4 Mine Safety Disclosures 89 PART II Item 5 89 Item 6 Selected Financial Data 91 Item 7 Management’s Discussion and Analysis of Financial Condition and Results] [CALL OPTION AGREEMENT CALL OPTION AGREEMENT th This ICE Information Technology (Shanghai) Co., Ltd. (the “WOFE”), a wholly foreign owned enterprise duly organized and subsisting under the relevant laws of China, with its registered address of: 301Room,290 Song Hu Road, Yangpu District, Shanghai, China and its legal representative of: SUN TAO ; Shanghai ICE Information Technology Co., Ltd. (the “Company”),] [FORM OF SHARE PLEDGE AGREEMENT SHARE PLEDGE AGREEMENT This (1) ICE Information Technology (Shanghai) Co., Ltd (the “Pledgee”) Registered Office: 301 Room, 290 Song Hu Road, Yangpu District, Shanghai, China Legal Representative: Sun Tao (2) Party B: Shanghai ICE Information Technology Co., Ltd. (the “Company”) Registered Office: 684-15 Room, Building No.2, 351 Guo Shou Jing Road, Zhang Jiang Science and] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (“this Agreement”) is entered into on 11th September, 2007 in Shanghai, the People’s Republic of China (“China”) by and between: Party A : and Party B: Party A and Party B are referred to hereinafter as “a Party” individually and “the Parties” collectively. Whereas: 1. Party A is a solely foreign-owned] [Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (“this Agreement”) is entered into on 11th September, 2007 in Shanghai, the People’s Republic of China (“China”) by and between: Party A: and Party B: Party A and Party B are referred to hereinafter as “a Party” individually and “the Parties” collectively. Whereas: 1. Party A is a solely foreign-owned enterprise] [Exclusive Technology Consulting and Service Agreement This Exclusive Technology Consulting and Service Agreement (“this Agreement”) is entered into on 11th September, 2007 in Shanghai, the People’s Republic of China (“China”) by and between: Party A And Party B: Party A and Party B are referred to hereinafter as “a Party” individually and “the Parties” collectively. Whereas: 1. Party A is] [THE COMPANIES LAW (REVISED) EXEMPT COMPANY LIMITED BY SHARES SIXTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SOGOU INC. (Adopted by a special resolution passed on August 22, 2014 and effective on August 22, 2014) 1. Company The name of the company is Sogou Inc. (the “ 2. The Registered office of the Company shall be at the offices of] [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] [CHANGYOU.COM LIMITED 2014 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] [EMPLOYMENT AGREEMENT Employee EMPLOYMENT AGREEMENT, effective as of January 1, 2015, by and between Sohu.com Inc., a Delaware corporation, and Charles Zhang, an individual (the “ Definitions Annex 1 1. Employment; Duties 2. Annex 2 (a) The Company agrees to employ the Employee in the capacity and with such responsibilities as are generally set forth on Annex 2 Annex 3] [Loan Agreement Between Fox Information Technology (Tianjin) Limited And Ye Deng November 15, 2011 This Loan Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following two parties on November 15, 2011: Party A (Lender): Party B (Borrower): In this Agreement, Party A and Party B are referred to as the “parties” collectively or “a] [Loan Agreement Between Fox Information Technology (Tianjin) Limited And Xuemei Zhang December 4, 2013 This Loan Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following two parties on December 4, 2013: Party A (Lender): Party B (Borrower): In this Agreement, Party A and Party B are referred to as the “parties” collectively or “a] [Share Pledge Agreement Among Fox Information Technology (Tianjin) Limited And Ye Deng November 15, 2011 This Share Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following parties on November 15, 2011: Party A: Party B: In this Agreement, Party A, Party B are referred to as the “parties” collectively or “a party” individually.] [Share Pledge Agreement Among Fox Information Technology (Tianjin) Limited And Xuemei Zhang December 4, 2013 This Share Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following parties on December 4, 2013: Party A: Fox Information Technology (Tianjin) Limited, Registered Address: Room 2101, 21st Floor, Office Building C, Taida MSD-C Area, No.79 First Avenue,] [Exclusive Equity Interest Purchase Rights Agreement Among Fox Information Technology (Tianjin) Limited And Ye Deng Xuemei Zhang And Tianjin Jinhu Culture Development Co., Ltd. December 4, 2013 This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on December 4, 2013: Party A: Party B: Party C: Party] [Business Operation Agreement Fox Information Technology (Tianjin) Limited And Ye Deng Xuemei Zhang And Tianjin Jinhu Culture Development Co., Ltd. December 4, 2013 This Business Operation Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on December 4, 2013: Party A: Party B: st Party C: Party D: In this Agreement, Party A,] [Power of Attorney 50 50 I, a shareholder of Tianjin Jinhu Culture Development Co., Ltd. (hereinafter referred to as “Tianjin Jinhu”), aggregately hold 50 50 50 I authorize the Authorized Person to act as my full-fledged representative and as the holder of The Authorized Person has the right to designate the individual appointed by its board of directors (or Executive] [Exclusive Technology Consulting and Service Agreement Between Fox Information Technology (Tianjin) Limited And Tianjin Jinhu Culture Development Co., Ltd. December 4, 2013 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on December 4, 2013: Party A: Party B: In this Agreement, Party A and Party B] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Share Pledge Agreement 31 July The Share Pledge Agreement (hereinafter referred to as “the Agreement”) is entered into by and among the following parties on Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter referred to as “Baina Zhiyuan (Beijing)”), a wholly foreign-owned] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Exclusive Call Option Agreement 31 July Exclusive Call Option Agreement (hereinafter referred to as “the Agreement”) is hereby concluded by and among the following parties on Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter referred to as “Baina Zhiyuan (Beijing)”), a wholly] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. Assignment Agreement in Relation to Shareholders’ Rights The Assignment Agreement in relation to Shareholders’ Rights (hereinafter referred to as the “Agreement”) is entered into by and among the following parties on 31 July, 2014: Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter] [Exclusive Services Agreement 31 July The Exclusive Services Agreement (hereinafter referred to as “the Agreement”) is entered into by and among the following parties on Baina Zhiyuan (Beijing) Technology Co., Ltd. (hereinafter referred to as “Baina Zhiyuan (Beijing)”), a wholly foreign-owned limited liability company incorporated in Beijing, China, whose registered address is located at South 2-1-6, Block A, # 1] [Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. THIS LOAN AND SHARE PLEDGE AGREEMENT Agreement PRC among Sohu.com Limited. Party A (1) and Charles Zhang Party B (2) and Wei Li Party C (3) Party Parties (individually a “ RECITALS Domestic Company A. Party B and Party C wish] [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] [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 March 2, 2015 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 March 2, 2015 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, 2014 and results of operations of the Company for the fiscal year ended December 31, 2014. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors March] [SOHU.COM INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the fiscal year ended December 31, 2014. Carol Yu, President and Chief Financial Officer March 2, 2015 EX-32.2 30 d876330dex322.htm EX-32.2]