SIXTH AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                                 SOHU.COM INC.

 

 

     Sohu.com Inc., a corporation organized and existing under the laws of the

State of Delaware (the "Corporation"), hereby certifies as follows:

 

     A.   The name of the Corporation is Sohu.com Inc. The date of the filing of

its original Certificate of Incorporation (the "Original Certificate of

Incorporation") with the Secretary of State of the State of Delaware was August

2, 1996, under the name of Internet Technologies China Incorporated. The

Original Certificate of Incorporation was amended and restated on March 10,

1998, subsequently amended and restated on August 7, 1998, amended on September

28, 1999, subsequently amended and restated on October 15, 1999, subsequently

amended and restated on February 1, 2000, subsequently amended and restated on

June 22, 2000 (the "Fifth Amended and Restated Certificate of Incorporation"),

and subsequently amended on July 13, 2000.

 

     B.   This Sixth Amended and Restated Certificate of Incorporation (the

"Certificate"), which amends, restates and integrates the provisions of the

Fifth Amended and Restated Certificate of Incorporation, as amended to date, was

duly adopted by the Board of Directors of the Corporation in accordance with the

provisions of Sections 242 and 245 of the General Corporation Law of the State

of Delaware, as amended from time to time (the "DGCL"), and was duly adopted by

the written consent of the stockholders of the Corporation in accordance with

the applicable provisions of Sections 228, 242 and 245 of the DGCL.

 

     C.   The text of the Fifth Amended and Restated Certificate of

Incorporation, as amended to date, is hereby amended and restated in its

entirety to provide as herein set forth in full.

 

 

                                   ARTICLE I

 

     The name of this corporation (the "Corporation") is Sohu.com Inc.

 

                                  ARTICLE II

 

     The address of the registered office of the Corporation in the State of

Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.

The name of the Corporation's registered agent at such address is The

Corporation Trust Company.

 

                                  ARTICLE III

 

     The purpose of the Corporation is to engage in any lawful act or activity

for which corporations may be organized under the DGCL.

 

                                      -1-

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                                  ARTICLE IV

 

     A.   Number of Shares and Classes of Stock. The Corporation is authorized

          -------------------------------------

to issue two classes of stock to be designated, respectively, "Common Stock" and

"Preferred Stock." The total number of shares of stock which the Corporation

shall have authority to issue is Seventy-Six Million Four Hundred Thousand

(76,400,000) shares, consisting of Seventy-Five Million Four Hundred Thousand

(75,400,000) shares of Common Stock, $0.001 par value per share, and One Million

(1,000,000) shares of Preferred Stock, $0.001 par value per share.

 

     B.   Preferred Stock; The Power to Designate. The Board of Directors of the

          ---------------------------------------

Corporation is hereby expressly vested with the power to issue one or more

series of the Preferred Stock of the Corporation from time to time and by

resolution to designate the powers, designations, preferences and relative,

participating, optional or other special rights, and the qualifications,

limitations or restrictions of any such series to the extent permitted under the

DGCL.

 

     Subject to the rights of the holders of any series of Preferred Stock, the

number of authorized shares of any class or series of Preferred Stock may be

increased or decreased (but not below the number of shares thereof then

outstanding) by the affirmative vote of the holders of a majority of the

outstanding shares entitled to vote, irrespective of the provisions of 242(b)(2)

of the DGCL or any corresponding provision hereafter enacted.

 

                                   ARTICLE V

 

     For the management of the business and for the conduct of the affairs of

the Corporation, and in further definition, limitation and regulation of the

powers of the Corporation and of its directors and of its stockholders or any

class thereof, as the case may be, it is further provided:

 

          1.   The number of directors of the Corporation shall be determined in

accordance with the By-Laws. Commencing with the first annual meeting of the

stockholders after the effective date hereof, the directors of the Corporation

shall be divided into two classes, as nearly equal as reasonably possible, as

determined by the Board of Directors, with the initial term of office of the

first class of such Directors ("Class I") to expire at the second annual meeting

of the stockholders after the effective date hereof and the initial term of

office of the second class of such directors ("Class II") to expire at the third

annual meeting of the stockholders after the effective date hereof, with each

class of directors to hold office until their successors have been elected and

qualified. At each annual meeting of stockholders, directors elected to succeed

the directors whose terms expire at such annual meeting shall be elected to hold

office for a term expiring at the annual meeting of stockholders in the second

year following the year of their election and until their successors have been

duly elected and qualified. Elections of directors need not be by written ballot

except and to the extent provided in the By-Laws of the Corporation.

 

          2.   The board of directors of the Corporation is expressly authorized

to adopt, amend or repeal the By-Laws of the Corporation. The By-Laws of the

Corporation may also be altered or repealed and new By-Laws may be adopted at

any annual or special meeting of

 

                                      -2-

<PAGE>

 

stockholders, by the affirmative vote of the holders of not less than a majority

of the voting power of all outstanding shares of capital stock of the

Corporation entitled to vote generally in the election of directors, considered

for purposes hereof as a single class.

 

          3.   Any action required or permitted to be taken by the stockholders

of the Corporation must be taken at a duly called annual or special meeting of

such holders and may not be taken by any consent in writing by such holders.

Except as otherwise provided for herein or required by law, special meetings of

stockholders of the Corporation for any purpose or purposes may be called only

by the Board or by the President, and any power of stockholders to call a

special meeting is specifically denied.

 

          4.   No director of the Corporation shall have any personal liability

to the Corporation or its stockholders for monetary damages for breach of

fiduciary duty as a director, provided, however, that the foregoing shall not

                              --------  -------

eliminate or limit the liability of a director of the Corporation (i) for any

breach of such director's duty of loyalty to the Corporation or its

stockholders, (ii) for acts or omissions not in good faith or which involve

intentional misconduct or a knowing violation of law, (iii) under Section 174 of

the DGCL, or (iv) for any transactions from which the director derived an

improper personal benefit. If the DGCL is amended after the effective date of

this Certificate to authorize corporate action further eliminating or limiting

the personal liability of directors, then the liability of a director of the

Corporation shall be eliminated or limited to the fullest extent permitted by

the DGCL, as so amended.

 

          Any proposed alteration, amendment or repeal of this provision of

Article V shall require the affirmative vote of the holders of not less than 80%

of the voting power of all outstanding shares of capital stock of the

Corporation entitled to vote generally in the election of directors, considered

for the purposes hereof as a single class, provided, however, that any such

                                           --------  -------

alteration, amendment or repeal by the stockholders of the Corporation (or by

operation of law) shall not adversely affect any right or protection of a

director of the Corporation with respect to any acts or omissions of such

directors occurring prior to such amendment or repeal.

 

                                  ARTICLE VI

 

     The corporation shall, to the fullest extent permitted by Section 145 of

the DGCL, as the same may be amended and supplemented, indemnify directors of

the Corporation from and against any and all of the expenses, liabilities or

other matters referred to in or covered by said section and the indemnification

provided for herein shall not be deemed exclusive of any other rights to which

those indemnified may be entitled under any By-Law, agreement, vote of

stockholders or disinterested directors or otherwise, both as to action in his

capacity as a director and as to action in another capacity during his tenure as

a director, and shall continue as to a person who has ceased to be a director,

and shall inure to the benefit of the heirs, executors and administrators of

such a person.

 

     Any amendment, modification or repeal of Article VI shall not adversely

affect any right or protection in favor of any director existing at the time of,

or increase the liability of any director of the Corporation with respect to any

acts or omissions of such person occurring prior to such amendment, modification

or repeal.

 

                                      -3-

<PAGE>

 

                                  ARTICLE VII

 

     From time to time any of the provisions of this Amended and Restated

Certificate of Incorporation may be amended, altered or repealed, and other

provisions authorized by the laws of the State of Delaware at the time in force

may be added or inserted in the manner and at the time prescribed by said laws,

and all rights at any time conferred upon the stockholders of the Corporation by

this Amended and Restated Certificate of Incorporation are granted subject to

the provisions of this Article VII.

 

                            *      *      *      *

 

     IN WITNESS WHEREOF, the undersigned has executed this Certificate on July

17, 2000.

 

 

                                                 By:   /s/ Timothy B. Bancroft

                                                       -----------------------

                                                       Timothy B. Bancroft

                                                       Secretary

 

[As Filed: 11-14-2000]