Code Of Conduct

SOHU's Standards of Professional Conduct
SOHU (the "Company") shall conform to the highest ethical standards when dealing with our clients, employees, shareholders, the public, business partners, and government. SOHU shall oblige all its employees and officers to comply with all applicable laws, rules and regulations governing our business and operations. The Company expects its employees and officers to act ethically and responsibly, to obey the laws and regulations as well as bylaws and policies of the Company.

A. HONESTY AND INTEGRITY

To the Company:
Conflicts of Interest: Employees and officers are expected to avoid conflicts of interest when conducting business on behalf of the Company and our shareholders. Employees and officers are prohibited from (a) using his or her position for personal gains; (b) accepting compensation, favors, money, loan, service, or gift from any competitor, any business partner or prospect of the Company; and (c) making arrangements for relatives or friends to accept such gains.
Employees and officers are prohibited from using their positions to accept bribery from any colleague or subordinate.
Employees and officers are prohibited from participating in any of the following business activities that compromises or might compromise the interest of the Company when:
   (a) Material financial interest exists; and
   (b) Provisions are set forth in a private agreement or the memorandums of understanding.
Compliance with financial management policies: All the employees and officers shall maintain knowledge of and comply with the Company’s financial policies and regulations.
Confidentiality: Employees and officers who possess the confidential information of the Company are prohibited against
   (a) Making personal gains by disclosing or selling of the information of the Company to any third party;
   (b) Trading on their own, or causing others to trade the securities of the Company, other companies or non-corporate entities.
Under the circumstance when it is hard to determine whether a particular business falls into the category of conflicts of interest, employees and officers shall:
   (a) Report to their direct supervisors so as to identify the potential conflicts of interest to the Company;
   (b) Promptly update their direct supervisors on the changes of circumstances in the previous report;
   (c) Consult their supervisors to determine whether an on-going conduct or a future conduct conflicts or will conflict with the Company’s interest;
   (d) Report to the in-house legal department of the potential conflicts of interest for future investigation so as to determine the appropriate course of action.

To our clients:
Respect and appreciate the requests from our clients and cooperate earnestly;
Shall not cheat our clients into making a decision for the interest of the Company;
Keep our promises to our clients; provide prompt and diligent solutions to help our clients to succeed and grow their businesses.

To the Job:
All the employees and officers shall:
Demonstrate highest sense of professionalism and responsibilities, perform duties faithfully and keep commitments and promises on the job;
Observe the standard procedures of the Company in performing their duties and achieve set targets;
Take the initiatives in work and show due respect. All the employees and officers shall strive to fulfill their obligations and to achieve work of excellence, instead of evading of their duties;
Assess their job objectively and report to the supervisors realistically and truly. Any concealment, false declaration or exaggeration is prohibited.

B. FAIRNESS AND IMPARTIALITY
People first, frankness and honesty shall be advocated. Trust and respect for every member of the Company and avoid disloyalty towards the Company;
Discrimination of nationality, ethnic affinity, gender or religion is prohibited;
Discrimination of mental or physical disability is prohibited;
Sexual harassment against the opposite gender, irrespective of the ranks of the employees and officers, is prohibited. (Sexual harassment is defined as any unwanted, sexually derogatory or discriminatory remarks or behaviors);
Neither personal nor business relationship shall unlawfully enter into appraisals of individuals for employment, performance assessment and salary review;
Direct reporting line shall not be allowed between the two parties with close personal relationship. Under such circumstance, one party of the relationship should be transferred out of the post to terminate the direct reporting; or the Company may deem it is necessary to terminate the employment contract of one of the parties concerned.

C. NON-DISCLOSURE AND CONFIDENTIALITY
All the employees and officers shall keep secret and confidential, for the proprietary properties, products and clients' data, and shall not disclose any information of the Company to any third party (with the exception as authorized thereof). Internal discussions shall be limited to work purpose only;
Undisclosed internal information and data shall be managed according to relative confidentiality policies of the Company. Unauthorized disclosure of classified information to unrelated party (parties) is prohibited;
The "Confidentiality Agreement on Company Business Secrets" shall be strictly observed.

D. OBSERVING REGULATIONS FOR MEDIA, INFORMATION AND TECHNOLOGY INDUSTRIES
Clients' trust is the most valuable asset of the Company. The regulations and provisions shall be strictly observed to maintain the most valuable creditability of the Company.

E. INSIDER TRADING OF COMPANY SECURITIES IS PROHIBITED

F. OBSERVING THE LAWS OF THE PEOPLE'S REPUBLIC OF CHINA
All the employees and officers shall observe laws and regulations of the People's Republic of China.