Sohu.com (SOHU)

Our PRC Corporate Structure

We have the following subsidiaries in China:

Sohu Era, Sohu Media, Sohu Software, Sogou Technology, Go2Map Software, AmazGame and New Software are structured to engage in the development of Internet technologies, online game and related software. Sohu Era, Sohu Media, Sohu Software, Sogou Technology, Go2Map Software, and AmazGame are wholly foreign-owned companies, while New Software is a company invested by a wholly foreign-owned company. Under current PRC laws, the establishment of wholly foreign-owned companies must be approved by the relevant local branch of the Ministry of Commerce, and such companies may commence operations only upon the issuance of a business license by the relevant local branch of the State AIC, such as the Beijing AIC. Sohu Era, Sohu Media, Sohu Software, Sogou Technology, Go2Map Software, AmazGame and New Software have been issued business licenses by Beijing AIC, and Sohu Era, Sohu Media, Sogou Technology, have obtained a New Technology Enterprise Qualification Certificate issued by Beijing Science and Technology Commission.

In the opinion of TransAsia Lawyers, Sohu Era, Sohu Media, Sohu Software, Sogou Technology, Go2Map Software, AmazGame and New Software have presently satisfied both of the aforementioned requirements.

As mentioned above, the telecommunications value-added services business is an area in which foreign investment is restricted. Thus, we have established the following VIEs through contractual arrangements with our subsidiaries to perform certain value-added telecommunications services.

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Sohu has extended interest-free loans to the individual shareholders of the VIEs to fund their capital investment in the VIEs. We have also entered into a series of agreements with the individual shareholders to transfer their shares in the VIEs to us when required to do so. All of our VIEs presently have valid business licenses issued by the relevant local branch of the State AIC.

In January 2008, we completed the liquidation of one of our former VIEs, Guangzhou Sohu Interactive Network Technology Co., Ltd. (or Guangzhou Interactive), a PRC company that was 50% owned by Sohu Internet and 50% owned by High Century.

The MIIT promulgated on July 13, 2006 a Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services. The notice is designed to strengthen the administration of foreign investment in PRC telecommunication businesses, particularly those involving value-added telecommunications services, which encompass a wide variety of activities related to the provision of service/content via telecommunications networks. As such, the notice requires the following: Telecom companies (or their shareholders) must hold the domain names and trademarks that they use in their provision of value-added telecommunication services, and must hold necessary business premises and facilities (including servers) within the region covered by their ICP licenses and correspond to the ICP services.

In compliance with the Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services, an enterprise holding an ICP license must be the entity that possesses the key intellectual property rights, e.g., domain names and trademarks. In this connection, Sohu Era has transferred some of its domain names and trademarks to Sohu Internet, which will license the same to Sohu Era and Sohu Media.

In the opinion of TransAsia Lawyers, the ownership structures of each of Sohu Era, Sohu Media, Sohu Software, Sogou Technology, Go2Map Software, AmazGame, New Software, High Century, Sohu Entertainment, Sohu Internet, GoodFeel, Beijing Fire Fox, Tu Xing Tian Xia, Feng Yang Tian Lang, Sogou Information, 21 East Beijing, Gamease and New 21 East comply with all existing laws, rules and regulations of the PRC and each of the eighteen companies as described herein has the full legal right, power and authority, and has been duly approved to carry on and engage in the business as described in its business license.

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Our PRC Corporate Structure

FACE="Times New Roman" SIZE="2">We have the following subsidiaries in China:

Our PRC Corporate Structure

We have the following subsidiaries in China:

Sohu Era, Sohu Media, Sohu Software, Sogou Technology, Go2Map Software and AmazGame Age are structured as wholly foreign-owned companies engaged in the development of Internet technologies, online game and related software. Under current PRC laws, the establishment of wholly foreign-owned companies must be approved by the relevant local branch of the MOC, and such companies may commence operations only upon the issuance of a business license by the relevant local branch of the State AIC, such as the Beijing AIC. Sohu Era, Sohu Media, Sohu Software, Sogou Technology, Go2Map Software and AmazGame Age have been issued business licenses by Beijing AIC, and Sohu Era, Sohu Media, Sohu Software, Sogou Technology, Go2Map Software and AmazGame Age have obtained a New Technology Enterprise Qualification Certificate issued by Beijing Science and Technology Commission.

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In the opinion of TransAsia Lawyers, Sohu Era, Sohu Media, Sohu Software, Sogou Technology, Go2Map Software and AmazGame Age have presently satisfied both of the aforementioned requirements.

As mentioned above, the telecommunications value-added services business is an area in which foreign investment is restricted. Thus, we have established the following VIEs through contractual arrangements with our subsidiaries to perform certain value-added telecommunications services.

Sohu has extended interest-free loans to the individual shareholders of the VIEs to fund their capital investment in the VIEs. We have also entered into a series of agreements with the individual shareholders to transfer their shares in the VIEs to us when required to do so. All of our VIEs presently have valid business licenses issued by the relevant local branch of the State AIC. In addition, Sohu Entertainment, Sohu Internet, Goodfeel, Huohu, Tu Xing Tian Xia, Sogou Information and Gamease Age have been issued New Technology Enterprise Qualification Certificates by Beijing Science and Technology Commission.

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In February 2007, we completed the liquidation of one of our former VIEs, Beijing Sohu Online Network Information Services, Ltd. (or Beijing Sohu), a PRC company that was 80% owned by Dr. Zhang, our founder, Chairman and Chief Executive Officer, and 20% owned by High Century.

In July 2007, we completed the liquidation of one of our former subsidiaries, Beijing ITC, a wholly foreign-owned company established by Sohu Hong Kong.

In January 2008, we completed the liquidation of one of our former VIEs, Guangzhou Sohu Interactive Network Technology Co., Ltd. (Guangzhou Interactive), a PRC company that was 50% owned by Sohu Internet and 50% owned by High Century.

The MII promulgated on July 13, 2006 a Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services. The notice is designed to strengthen the administration of foreign investment in PRC telecommunication businesses, particularly those involving value-added telecommunications services, which encompass a wide variety of activities related to the provision of service/content via telecommunications networks. As such, the notice requires the following: Telecom companies (or their shareholders) must hold the domain names and trademarks that they use in their provision of value-added telecommunication services, and must hold necessary business premises and facilities (including servers) within the region covered by their ICP licenses and correspond to the ICP services.

In compliance with the Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services, an enterprise holding an ICP license must be the entity that possesses the key intellectual property rights, e.g., domain names and trademarks. In this connection, Sohu Era is in the process of transferring several of its domain names and trademarks to Sohu Internet, which will license the same to Sohu Era and Sohu Media.

In the opinion of TransAsia Lawyers, the ownership structures of each of Sohu Era, Sohu Media, Sohu Software, Sogou Technology, Go2Map Software, AmazGame Age, High Century, Sohu Entertainment, Sohu Internet, Goodfeel, Huohu, Tu Xing Tian Xia, Feng Yang Tian Lang, Sogou Information, 21 East Beijing, Gamease Age and New 21 East comply with all existing laws, rules and regulations of the PRC and each of the seventeen companies as described herein has the full legal right, power and authority, and has been duly approved to carry on and engage in the business as described in its business license.

Our PRC Corporate Structure

FACE="Times New Roman" SIZE="2">We have the following subsidiaries in China:

Our PRC Corporate Structure

We have the following subsidiaries in China:

Beijing ITC, Sohu Era, Sohu Software, Go2Map Software, Sogou Technology and Sohu Media are structured as wholly foreign-owned companies engaged in the development of Internet technologies and related software. Under current PRC law, the establishment of wholly foreign-owned companies must be approved by the relevant local branch of the MOC, and such companies may commence operations only upon the issuance of a business license by the relevant local branch of the State AIC, such as the Beijing AIC. Beijing ITC, Sohu Era, Sohu Software, Go2Map Software, Sogou Technology and Sohu Media have been issued business licenses by Beijing AIC, and Sohu Era, Sohu Software, Go2Map Software, Sogou Technology and Sohu Media have obtained a New Technology Enterprise Qualification Certificate issued by Beijing Science and Technology Commission.

In the opinion of TransAsia Lawyers, Beijing ITC, Sohu Era, Sohu Software, Go2Map Software, Sogou Technology and Sohu Media have presently satisfied both of the aforementioned requirements.

As mentioned above, the telecommunications value-added services business is an area in which foreign investment is restricted. Thus, we have established the following VIEs through contractual arrangements with our subsidiaries to perform certain value-added telecommunications services.

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Sohu has extended interest-free loans to the individual shareholders of the VIEs to fund their capital investment in the VIEs. We have also entered into a series of agreements with the individual shareholders to transfer their shares in the VIEs to us when required to do so. All of our VIEs presently have valid business licenses issued by the relevant local branch of the State AIC. In addition, Sohu Entertainment, Sohu Internet, Goodfeel, Huohu, Tu Xing Tian Xia and Sogou Information have been issued New Technology Enterprise Qualification Certificates by Beijing Science and Technology Commission.

In February 2007, we completed the liquidation of one of our former VIEs, Beijing Sohu Online Network Information Services, Ltd. (or Beijing Sohu), a PRC company that was 80% owned by Dr. Zhang, our founder, Chairman and Chief Executive Officer, and 20% owned by High Century. In addition, Beijing ITC is in the process of liquidation.

The MII promulgated on July 13, 2006 a Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services. The notice is designed to strengthen the administration of foreign investment in PRC telecommunication businesses, particularly those involving value-added telecommunications services, which encompass a wide variety of activities related to the provision of service/content via telecommunications networks. As such, the notice requires the following: Telecom companies (or their shareholders) must hold the domain names and trademarks that they use in their provision of value-added telecommunication services, and must hold necessary business premises and facilities (including servers) within the region covered by their ICP licenses and correspond to the ICP services.

In compliance with the Notice of the Ministry of Information Industry on Intensifying the Administration of Foreign Investment in Value-added Telecommunications Services, an enterprise holding an ICP permit must be the entity that possesses the key intellectual property rights, e.g., domain names and trademarks. In this connection, Sohu Era is in the process of transferring several of its domain names and trademarks to Sohu Internet, which will license the same to Sohu Era and Sohu Media.

In the opinion of TransAsia Lawyers, the ownership structures of each of Beijing ITC, Sohu Era, Sohu Software, Go2Map Software, Sogou Technology, Sohu Media, High Century, Sohu Entertainment, Sohu Internet, Goodfeel, Huohu, Tu Xing Tian Xia, Feng Yang Tian Lang, Sogou Information, Guangzhou Interactive and 21East Beijing comply with all existing laws, rules and regulations of the PRC and each of the sixteen companies as described herein has the full legal right, power and authority, and has been duly approved to carry on and engage in the business as described in its business license.

Our PRC Corporate Structure

We have the following wholly owned subsidiaries in China:

Beijing ITC, Sohu Era, Sohu Software and Go2Map Software are structured as wholly foreign-owned companies engaged in the development of Internet technologies and related software. Under current PRC law, the legal establishment of wholly foreign-owned companies must be approved by the relevant local branch of the MOC, and such companies may commence operations only upon the issuance of a business license by the relevant local branch of the State AIC, such as the Beijing AIC, Beijing ITC, Sohu Era, Sohu Software and Go2Map Software have been issued business licenses by Beijing AIC, and each of them has obtained a New Technology Enterprise Qualification Certificate issued by Beijing Science and Technology Commission.

In the opinion of TransAsia Lawyers, Beijing ITC, Sohu Era, Sohu Software and Go2Map Software have presently satisfied both of the aforementioned requirements.

As mentioned above, telecommunications value-added services business is an area in which foreign investment is restricted. Thus, we have established the following VIEs through contractual arrangements with our subsidiaries to perform certain value-added telecommunications services.

Sohu has extended interest-free loans to those individuals to fund their capital investment in these VIEs. We have also entered into a series of agreements with the individual shareholders to transfer their shares in the VIEs to us

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when required to do so. All of our VIEs presently have valid business licenses issued by the relevant local branch of the State AIC. In addition, Hengda, Sohu Internet, Goodfeel, Tu Xing Tian Xian, and Huohu have been issued New Technology Enterprise Qualification Certificates by Beijing Science and Technology Commission.

In the opinion of TransAsia Lawyers, the ownership structures of each of Beijing ITC, Sohu Era, Sohu Software, Go2Map Software, Beijing Sohu, High Century, Hengda, Sohu Internet, Goodfeel, Huohu, Tu Xing Tian Xia, Feng Yang Tian Lang and Sogou Information comply with all existing laws, rules and regulations of the PRC and each of the thirteen companies as described herein has the full legal right, power and authority, and has been duly approved to carry on and engage in the business as described in its business license.