THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Sohu.com Inc. (SOHU)

5/1/2006 Proxy Information

(a) Transactions with Mr. Zhang Tao

Approximately 80% of the Company's e-commerce cash on delivery services are being provided by Beijing Qingfan Delivery Co., Ltd., or Qingfan, a company owned by Mr. Zhang Tao, the brother of Dr. Charles Zhang, Sohu's Chief Executive Officer, Chairman and a major Sohu stockholder. Total delivery fees incurred by the Company to Qingfan were approximately $184,000 for the year ended December 31, 2005.

(b) Transactions related to Beijing Sohu Online Network Information Services, td., Beijing Century High-Tech Investment Co., Ltd., Beijing Hengda Yitong Internet Technology Development Co., Ltd., Beijing Sohu Internet Information Service Co., Ltd., Beijing Goodfeel Information Technology Co., Ltd., Beijing Huohu Digital Technology Co., Ltd., Beijing Tu Xing Tian Xia Information Consultancy Co., Ltd., Beijing Feng Yang Tian Lang Advertising Co., Ltd. and Beijing Sogou Information Service Co., Ltd.

Beijing Sohu Online Network Information Services, Ltd., or Beijing Sohu, is owned 80% by Dr. Charles Zhang and 20% by High Century. Beijing Sohu now engages in Internet information services in the People's Republic of China, or PRC.

Beijing Century High-Tech Investment Co., Ltd., or High Century, is owned 80% by Dr. Charles Zhang and 20% by an employee of Sohu. High Century engages in investments in the PRC on behalf of Sohu.

Beijing Hengda Yitong Internet Technology Development Co., Ltd., or Hengda, is owned by two employees of Sohu who are both PRC nationals and who own 80% and 20% respectively. Hengda engages in Internet information and wireless services in the PRC on behalf of Sohu.

Current PRC regulations prohibit foreign companies such as Sohu from owning or operating telecommunications, Internet content and certain other businesses in China. Sohu's indirect wholly owned PRC subsidiaries, Sohu ITC Information Technology (Beijing) Co., Ltd., or Beijing ITC, and Beijing Sohu New Era Information Technology Co., Ltd., or Sohu Era, do not have licenses to provide Internet content and information services. Beijing Sohu Internet Information Service Co. Ltd., or Sohu Internet, a PRC company that has received approval to develop Internet content and information services, conducts the content-related operations. Sohu Internet engages in Internet information, wireless and e-commerce services in the PRC on behalf of Sohu. Sohu Internet is owned 75% by High Century and 25% by Hengda.

Beijing Goodfeel Information Technology Co., Ltd., or Goodfeel, is owned 58.1% and 41.9%, respectively, by two employees of Sohu. Goodfeel engages in value added wireless services in the PRC on behalf of Sohu.

Beijing Huohu Digital Technology Co., Ltd., or Huohu, is owned 75% by Sohu Era, one of the indirect China-based subsidiaries of the Company, 25% by an employee of Sohu. Huohu engages in software and technology development for gaming business.

In May 2005, High Century and Sohu Internet acquired 56.1% and 43.9% interests, respectively, in Beijing Tu Xing Tian Xia Information Consultancy Co., Ltd., or Tu Xing Tian Xia. Tu Xing Tian Xia engages in mapping services in the PRC.

Beijing Feng Yang Tian Lang Advertising Co., Ltd., or Feng Yang Tian Lang is owned 50% by Sohu Internet, 50% by High Century. Feng Yang Tian Lang engages in advertising services in PRC.

Beijing Sogou Information Service Co., Ltd., or Sogou Information, is owned by two employees of Sohu, each of whom owns 50%. Sogou Information engages in Internet information services in the PRC.

Because PRC regulations prohibit foreign companies from operating in the telecommunications industry, Sohu Internet contracted with mobile network operators on behalf of Sohu that generated wireless revenues of $26,330,000 during the year ended December 31, 2005. The relevant costs incurred by Sohu Internet under the terms of such contracts was $11,983,000 during the year ended December 31, 2005. Sohu Internet also generated e-commerce revenues of $3,801,000 and incurred costs related to such e-commerce revenues of $3,901,000 during the year ended December 31, 2005. Hengda contracted with a fixed line telephone network operator that generated other revenues of $157,000 during the year ended December 31, 2005. The relevant costs incurred by Hengda under the terms of such contract was $29,000 for Internet access services during the year ended December 31, 2005.

Loan Agreements

As of December 31, 2005, Sohu had outstanding long term loans of $9.8 million to Dr. Zhang and other employees for purposes of funding Sohu's investments in Beijing Sohu, High Century, Hengda, Goodfeel, Huohu and Sogou Information. No such loans were made to Dr. Zhang after the enactment of the Sarbanes-Oxley Act of 2002. Sohu uses long term loans to these parties for funding Sohu's investments in Beijing Sohu, High Century, Hengda, Goodfeel, Huohu and Sogou Information because, as discussed above, PRC regulations prohibit or restrict foreign companies such as Sohu from owning or operating telecommunications, Internet content and certain other businesses in China.

The agreements contain provisions that, subject to PRC law, (i) the loans can only be repaid to Sohu by transferring the shares of Beijing Sohu, High Century, Hengda, Goodfeel, Huohu or Sogou Information to Sohu, (ii) the shares of Beijing Sohu, High Century, Hengda, Goodfeel, Huohu or Sogou Information cannot be transferred without the approval of Sohu, and (iii) Sohu has the right to appoint all directors and senior management personnel of Beijing Sohu, High Century, Hengda, Goodfeel, Huohu and Sogou Information. Dr. Zhang and the other employee borrowers have pledged all of their shares in Beijing Sohu, High Century, Hengda, Goodfeel, Huohu and Sogou Information as collateral for the loans and the loans bear no interest and are due on demand after November 2003, in the case of High Century, after November 2005, in the case of Huohu, after August 12, 2006, in the case of Sogou Information, after October 2006, in the case of Goodfeel, after November 3, 2006, in the case of Hengda and the earlier of a demand or 2010, in the case of Beijing Sohu, or, in any case, at such time as Dr. Zhang or the other employee borrowers, as the case may be, is not an employee of Sohu. Sohu does not intend to request repayment of the loans as long as PRC regulations prohibit it from directly investing in businesses being undertaken by the VIEs.

(c) Transactions with Lenovo Group Limited

In fiscal 2005, Lenovo Group Limited purchased advertising service amounted to $1,105,000 from Sohu. Ms. Mary Ma, one of our Directors, is the Executive Director, Vice President and Chief Financial Officer of Lenovo Group Limited.

(d) Transactions with Vanke Co., Limited

In fiscal 2005, China Vanke Co., Limited purchased advertising service amounted to $22,000 from Sohu. Mr. Wang Shi, one of our Directors, is the Chairman of Vanke Co., Limited.