|
Sogou Inc.
Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District Beijing 100084, China Attention: Fion Zhou Tel: +86-10-5689-9999 |
| |
Tencent Holdings Limited
THL A21 Limited TitanSupernova Limited Tencent Mobility Limited 29/F, Three Pacific Place No. 1 Queen’s Road East Wanchai, Hong Kong Tel: +852 3148 5100 |
|
|
Timothy B. Bancroft
Goulston & Storrs PC 400 Atlantic Avenue Boston, MA 02110, USA Tel: +1 (617) 574-3511 |
| |
Miranda So
Davis Polk & Wardwell LLP 18th Floor, The Hong Kong Club Building 3A Chater Road Hong Kong Tel: +852-2533-3373 |
|
|
Calculation of Filing Fee
|
| ||||
|
Transaction Valuation***
|
| | |
Amount of Filing Fee****
|
|
|
$2,131,468,516.28
|
| | |
$232,543.22
|
|
| | | | | 1 | | | | |||
| | | | | 1 | | | | |||
| | | | | 24 | | | | |||
| | | | | 26 | | | | |||
| | | | | 64 | | | | |||
| | | | | 65 | | | | |||
| | | | | 65 | | | | |||
| | | | | 66 | | | | |||
| | | | | 67 | | | | |||
| | | | | 67 | | | | |||
| | | | | 68 | | | | |||
| | | | | 68 | | | | |||
| | | | | 68 | | | | |||
| | | | | 69 | | | | |||
| | | | | 69 | | | | |||
| | | | | 71 | | | | |||
| | | | | 73 | | | | |||
| | | | | 74 | | | | |||
| | | | | 76 | | | | |||
| | | | | 77 | | | | |||
| | | | | 78 | | | | |||
| | | | | 78 | | | | |||
| | | | | 78 | | | | |||
| | | | | 79 | | | | |||
| | | | | 80 | | | | |||
| | | | | 80 | | | | |||
| | | | | 80 | | | | |||
| | | | | 83 | | | | | |
| | |
Management Projections
|
| |||||||||||||||||||||||||||||||||
| | |
Fiscal Year Ending December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
2020E
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
| |
2025E
|
| ||||||||||||||||||
| | |
(in RMB million except percentage)
|
| |||||||||||||||||||||||||||||||||
Total Revenue(1)
|
| | | | 6,864 | | | | | | 6,902 | | | | | | 8,264 | | | | | | 10,302 | | | | | | 12,808 | | | | | | 15,584 | | |
Cost of Revenue
|
| | | | 5,298 | | | | | | 5,143 | | | | | | 5,890 | | | | | | 6,928 | | | | | | 7,967 | | | | | | 9,472 | | |
Gross Profit(2)
|
| | | | 1,566 | | | | | | 1,759 | | | | | | 2,373 | | | | | | 3,374 | | | | | | 4,481 | | | | | | 6,112 | | |
Gross Margin
|
| | | | 23% | | | | | | 25% | | | | | | 29% | | | | | | 33% | | | | | | 38% | | | | | | 39% | | |
Operating Expense(3)
|
| | | | 2,585 | | | | | | 2,826 | | | | | | 3,024 | | | | | | 3,388 | | | | | | 3,812 | | | | | | 4,276 | | |
Operating Income
|
| | | | (1,019) | | | | | | (1,066) | | | | | | (651) | | | | | | (14) | | | | | | 1,029 | | | | | | 1,837 | | |
% Margin
|
| | | | −15% | | | | | | −15% | | | | | | −8% | | | | | | 0% | | | | | | 8% | | | | | | 12% | | |
Depreciation and Amortization(4)
|
| | | | 390 | | | | | | 412 | | | | | | 431 | | | | | | 451 | | | | | | 468 | | | | | | 486 | | |
EBITDA(5) | | | | | (629) | | | | | | (655) | | | | | | (220) | | | | | | 437 | | | | | | 1,497 | | | | | | 2,322 | | |
% Margin
|
| | | | −9% | | | | | | −9% | | | | | | −3% | | | | | | 4% | | | | | | 12% | | | | | | 15% | | |
|
Online Search Companies
|
| |
•
Alphabet Inc.
|
|
| | | |
•
Baidu, Inc.
|
|
| | | |
•
Z Holdings Corporation
|
|
| | | |
•
NAVER Corporation
|
|
| | | |
•
Yandex N.V.
|
|
| | | |
•
Kakao Corp.
|
|
| | | | | | | |
REVENUE GROWTH
|
| |
EBITDA GROWTH
|
| |
EBITDA MARGIN
|
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | |
3-YR
CAGR |
| |
LTM
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
3-YR
CAGR |
| |
LTM
|
| |
2020
|
| |
2021
|
| |
2022
|
| |
3-YR
AVG |
| |
LTM
|
| |
2020
|
| |
2021
|
| |
2022
|
| | | |||||||||||||||||||||||||||||||||||||||||||||||
| | | | |
Alphabet Inc.
|
| | | | 21.5% | | | | | | 12.0% | | | | | | 7.1% | | | | | | 20.6% | | | | | | 16.2% | | | | | | 17.3% | | | | | | 3.0% | | | | | | −3.7% | | | | | | 27.2% | | | | | | 16.2% | | | | | | 30.8% | | | | | | 27.7% | | | | | | 26.7% | | | | | | 28.2% | | | | | | 28.2% | | | | | ||
| | | | |
Baidu, Inc.(1)
|
| | | | 15.2 | | | | | | 0.1 | | | | | | −1.6 | | | | | | 13.1 | | | | | | 11.4 | | | | | | −3.0 | | | | | | 68.4 | | | | | | 20.0 | | | | | | 24.8 | | | | | | 15.2 | | | | | | 18.5 | | | | | | 16.1 | | | | | | 14.5 | | | | | | 16.0 | | | | | | 16.6 | | | | | ||
| | | | |
Z Holdings Corporation
|
| | | | 7.2 | | | | | | 13.2 | | | | | | 12.9 | | | | | | 7.5 | | | | | | 26.8 | | | | | | −0.7 | | | | | | 32.7 | | | | | | 16.0 | | | | | | 16.7 | | | | | | 19.8 | | | | | | 22.6 | | | | | | 23.6 | | | | | | 22.8 | | | | | | 24.8 | | | | | | 23.4 | | | | | ||
| | | | |
NAVER Corporation
|
| | | | 17.9 | | | | | | 17.0 | | | | | | 16.7 | | | | | | 16.2 | | | | | | 12.2 | | | | | | −1.2 | | | | | | 19.3 | | | | | | 19.5 | | | | | | 34.4 | | | | | | 19.8 | | | | | | 23.1 | | | | | | 19.2 | | | | | | 18.8 | | | | | | 21.7 | | | | | | 23.1 | | | | | ||
| | | | |
Yandex N.V.
|
| | | | 32.2 | | | | | | 23.3 | | | | | | 25.8 | | | | | | 43.2 | | | | | | 26.0 | | | | | | 31.7 | | | | | | −11.3 | | | | | | −2.5 | | | | | | 47.9 | | | | | | 40.0 | | | | | | 28.4 | | | | | | 22.9 | | | | | | 21.2 | | | | | | 21.9 | | | | | | 24.3 | | | | | ||
| | | | |
Kakao Corp.
|
| | | | 28.0 | | | | | | 27.3 | | | | | | 28.6 | | | | | | 23.4 | | | | | | 19.6 | | | | | | 22.6 | | | | | | 103.6 | | | | | | 56.2 | | | | | | 43.4 | | | | | | 20.8 | | | | | | 12.4 | | | | | | 16.2 | | | | | | 16.8 | | | | | | 19.5 | | | | | | 19.7 | | | | | | |
| | | | | Mean | | | | | 20.3% | | | | | | 15.5% | | | | | | 14.9% | | | | | | 20.7% | | | | | | 18.7% | | | | | | 11.1% | | | | | | 36.0% | | | | | | 17.6% | | | | | | 32.4% | | | | | | 22.0% | | | | | | 22.6% | | | | | | 21.0% | | | | | | 20.1% | | | | | | 22.0% | | | | | | 22.5% | | | | | | |
| | | | | Median | | | | | 19.7% | | | | | | 15.1% | | | | | | 14.8% | | | | | | 18.4% | | | | | | 17.9% | | | | | | 8.3% | | | | | | 26.0% | | | | | | 17.8% | | | | | | 30.8% | | | | | | 19.8% | | | | | | 22.8% | | | | | | 21.0% | | | | | | 20.0% | | | | | | 21.8% | | | | | | 23.3% | | | | | | |
| | | | |
Baidu Core Business(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 31.5% | | | | | | 31.3% | | | | | | 31.9% | | | | | | 28.0% | | | | | | 25.3% | | | | | | |
| | | | |
Sogou Inc.(3)
|
| | | | 22.6% | | | | | | 3.2% | | | | | | −15.2% | | | | | | 0.6% | | | | | | 19.7% | | | | | | 9.3% | | | | | | −15.1% | | | | | | NM | | | | | | NM | | | | | | NM | | | | | | 14.0% | | | | | | 6.2% | | | | | | −8.9% | | | | | | −9.2% | | | | | | −2.4% | | | | | | |
| | | | | | | |
ENTERPRISE VALUE AS MULTIPLE OF
|
| | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | |
3-YR
AVG EBITDA |
| |
LTM
EBITDA |
| |
2020
EBITDA |
| |
2021
EBITDA |
| |
2022
EBITDA |
| |
3-YR
AVG EBIT |
| |
LTM
EBIT |
| |
2020
EBIT |
| |
2021
EBIT |
| |
2022
EBIT |
| |
LTM
Revenue |
| |
2020
Revenue |
| |
2021
Revenue |
| |
2022
Revenue |
| | | | | ||||||||||||||||||||||||||||||||||||||||||
| | | | |
Alphabet Inc.
|
| | | | 21.6x | | | | | | 19.6x | | | | | | 19.5x | | | | | | 15.3x | | | | | | 13.2x | | | | | | 27.7x | | | | | | 27.1x | | | | | | 27.5x | | | | | | 20.7x | | | | | | 17.1x | | | | | | 5.45x | | | | | | 5.22x | | | | | | 4.33x | | | | | | 3.72x | | | | | | |
| | | | |
Baidu, Inc.(1)
|
| | | | 11.9 | | | | | | 12.2 | | | | | | 13.6 | | | | | | 10.9 | | | | | | 9.5 | | | | | | 16.9 | | | | | | 19.4 | | | | | | 21.4 | | | | | | 15.7 | | | | | | 10.1 | | | | | | 1.98 | | | | | | 1.97 | | | | | | 1.74 | | | | | | 1.56 | | | | | | |
| | | | |
Z Holdings Corporation
|
| | | | 16.2 | | | | | | 13.5 | | | | | | 13.4 | | | | | | 11.5 | | | | | | 9.6 | | | | | | 22.1 | | | | | | 20.8 | | | | | | 20.8 | | | | | | 15.8 | | | | | | 14.3 | | | | | | 3.19 | | | | | | 3.06 | | | | | | 2.84 | | | | | | 2.24 | | | | | | |
| | | | |
NAVER Corporation
|
| | | | 29.8 | | | | | | 27.7 | | | | | | 26.1 | | | | | | 19.5 | | | | | | 16.2 | | | | | | 40.0 | | | | | | 45.6 | | | | | | 36.2 | | | | | | 25.2 | | | | | | 20.2 | | | | | | 5.32 | | | | | | 4.90 | | | | | | 4.22 | | | | | | 3.76 | | | | | | |
| | | | |
Yandex N.V.
|
| | | | 43.9 | | | | | | 38.9 | | | | | | 35.2 | | | | | | 23.8 | | | | | | 17.0 | | | | | | NM | | | | | | NM | | | | | | 57.4 | | | | | | 36.8 | | | | | | 25.1 | | | | | | 8.89 | | | | | | 7.46 | | | | | | 5.21 | | | | | | 4.13 | | | | | | |
| | | | |
Kakao Corp.
|
| | | | NM | | | | | | 49.1 | | | | | | 41.6 | | | | | | 29.0 | | | | | | 24.0 | | | | | | NM | | | | | | NM | | | | | | 62.7 | | | | | | 39.3 | | | | | | 30.5 | | | | | | 7.97 | | | | | | 6.97 | | | | | | 5.65 | | | | | | 4.72 | | | | | | |
| | | | | Mean | | | | | 24.7x | | | | | | 26.9x | | | | | | 24.9x | | | | | | 18.3x | | | | | | 14.9x | | | | | | 26.7x | | | | | | 28.2x | | | | | | 37.7x | | | | | | 25.6x | | | | | | 19.6x | | | | | | 5.47x | | | | | | 4.93x | | | | | | 4.00x | | | | | | 3.36x | | | | | | |
| | | | | Median | | | | | 21.6x | | | | | | 23.7x | | | | | | 22.8x | | | | | | 17.4x | | | | | | 14.7x | | | | | | 24.9x | | | | | | 24.0x | | | | | | 31.9x | | | | | | 22.9x | | | | | | 18.7x | | | | | | 5.38x | | | | | | 5.06x | | | | | | 4.27x | | | | | | 3.74x | | | | | | |
| | | | |
Baidu Core Business(2)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1.02x | | | | | | 1.04x | | | | | | 0.92x | | | | | | 0.84x | | | | | | |
Announced
Date |
| |
Target Name
|
| |
Acquirer Name
|
| | |
Enterprise
Value |
| |
Equity
Value |
| |
LTM
Revenue |
| |
LTM
EBITDA |
| |
LTM
EBIT |
| |
EBITDA
Margin |
| |
EV /
EBITDA |
| |
EV /
EBIT |
| |
EV /
Revenue |
| | | | | |||||||||||||||||||||||||||
7/12/20
|
| |
Webcentral Group Limited
|
| | Web.com Group, Inc. | | | | | $ | 59 | | | | | $ | 8 | | | | | $ | 58 | | | | | $ | 7 | | | | | $ | 1 | | | | | | 12.2% | | | | | | 8.3x | | | | | | 47.4x | | | | | | 1.02x | | | | | | |
4/2/20
|
| | 58.com Inc. | | |
General Atlantic; Warburg
Pincus; Ohio River Investment; Ocean Link Partners; THL E Limited; Huang River Investment |
| | | | $ | 7,987 | | | | | $ | 9,002 | | | | | $ | 2,131 | | | | | $ | 813 | | | | | $ | 729 | | | | | | 38.2% | | | | | | 9.8x | | | | | | 11.0x | | | | | | 3.75x | | | | | | |
9/3/19
|
| | Team Internet AG | | | CentralNic Group Plc | | | | | $ | 51 | | | | | $ | 48 | | | | | $ | 68 | | | | | $ | 11 | | | | | | NA | | | | | | 15.9% | | | | | | 4.8x | | | | | | NA | | | | | | 0.76x | | | | | | |
6/20/18
|
| | Web.com Group, Inc. | | | Siris Capital Group, LLC | | | | | $ | 2,035 | | | | | $ | 1,422 | | | | | $ | 751 | | | | | $ | 142 | | | | | $ | 83 | | | | | | 18.9% | | | | | | 14.3x | | | | | | 24.6x | | | | | | 2.71x | | | | | | |
5/9/18
|
| | Mitula Group Limited | | | LIFULL Co., Ltd. | | | | | $ | 145 | | | | | $ | 160 | | | | | $ | 27 | | | | | $ | 7 | | | | | $ | 5 | | | | | | 27.5% | | | | | | 19.5x | | | | | | 27.9x | | | | | | 5.36x | | | | | | |
11/26/17
|
| | Bazaarvoice, Inc. | | |
Marlin Equity Partners,
LLC; Marlin Equity IV LP; Marlin Equity V |
| | | | $ | 456 | | | | | $ | 516 | | | | | $ | 206 | | | | | $ | 1 | | | | | | NA | | | | | | 0.4% | | | | | | NM | | | | | | NA | | | | | | 2.21x | | | | | | |
7/24/17
|
| | WebMD Health Corp. | | | MH SUB I, LLC | | | | | $ | 2,641 | | | | | $ | 2,527 | | | | | $ | 709 | | | | | $ | 185 | | | | | $ | 167 | | | | | | 26.0% | | | | | | 14.3x | | | | | | 15.8x | | | | | | 3.73x | | | | | | |
6/20/17
|
| |
ARI Network Services, Inc.
|
| | True Wind Capital Management, L.P.; True Wind Capital, L.P. | | | | | $ | 138 | | | | | $ | 123 | | | | | $ | 51 | | | | | $ | 7 | | | | | $ | 4 | | | | | | 12.8% | | | | | | 21.1x | | | | | | 35.6x | | | | | | 2.69x | | | | | | |
8/25/16
|
| | Oneclickretail.com LLC | | | Ascential plc | | | | | $ | 225 | | | | | $ | 44 | | | | | $ | 5 | | | | | $ | 3 | | | | | | NA | | | | | | 69.4% | | | | | | 66.2x | | | | | | NA | | | | | | 45.92x | | | | | | |
7/23/16
|
| | Yahoo! Inc., Operating Business | | | Verizon Communications Inc. | | | | | $ | 4,476 | | | | | $ | 4,476 | | | | | $ | 5,169 | | | | | $ | 381 | | | | | $ | (127) | | | | | | 7.4% | | | | | | 11.8x | | | | | | NM | | | | | | 0.87x | | | | | | |
6/27/16
|
| | ReachLocal, Inc. | | | Gannett Co., Inc. | | | | | $ | 158 | | | | | $ | 139 | | | | | $ | 362 | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | 0.44x | | | | | | |
2/11/16
|
| | Yodle, Inc. | | | Web.com Group, Inc. | | | | | $ | 418 | | | | | $ | 300 | | | | | $ | 208 | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | NA | | | | | | 2.01x | | | | | | |
| | | | | | | | | | Mean | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18.9x | | | | | | 27.0x | | | | | | 5.95x | | | | | | | |||
| | | | | | | | | | Median | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14.3x | | | | | | 26.2x | | | | | | 2.45x | | | | | | |
|
Ownership Before the Share Purchase
|
| |
Ownership After the Share
Purchase and Before the Merger |
| |
Ownership After the Merger
|
| |||||||||||||||||||||||||||
|
Net Book Value
|
| |
Net income
|
| |
Net Book Value
|
| |
Net income
|
| |
Net Book Value
|
| |
Net income
|
| ||||||||||||||||||
|
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
| |
US$
|
| |
%
|
|
| | | |
(In thousands, except for percentage)
|
| ||||||||||||||||||||||||||||||
|
381,471
|
| |
39.0
|
| |
(42,206)
|
| |
39.0
|
| |
711,102
|
| |
72.7
|
| |
(78,677)
|
| |
72.7
|
| |
978,132
|
| |
100.0
|
| |
(108,221)
|
| |
100.0
|
|
| | |
Class A Ordinary Shares
|
| |
Vested Company Options
|
| | | | | | | ||||||||||||||||||||||||
| | |
Number of
Class A Ordinary Shares(1) |
| |
Cash
Payment |
| |
Underlying
Class A Ordinary Shares |
| |
Exercise
Price |
| |
Cash
Payment |
| |
Total Cash
Payment |
| ||||||||||||||||||
Charles Zhang
|
| | | | 24,686,863(2) | | | | | $ | 222,181,767 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 222,181,767 | | |
Xiaochuan Wang
|
| | | | 20,086,400 | | | | | $ | 180,777,600 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 180,777,600 | | |
Yu Yin
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Joanna Lu
|
| | | | 45,000 | | | | | $ | 405,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 405,000 | | |
Bin Gao
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Janice Lee
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jinmei He
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Hongtao Yang
|
| | | | 1,935,000 | | | | | $ | 17,415,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 17,415,000 | | |
Tao Hong
|
| | | | 824,313 | | | | | $ | 7,418,817 | | | | | | 200,000 | | | | | $ | 0.001 | | | | | $ | 1,799,800 | | | | | $ | 9,218,617 | | |
Fion Zhou
|
| | | | — | | | | | | — | | | | | | 75,000 | | | | | $ | 0.001 | | | | | $ | 674,925 | | | | | $ | 674,925 | | |
All directors and executive officers as a group
|
| | | | 47,577,576 | | | | | $ | 428,198,184 | | | | | | 275,000 | | | | | | | | | | | $ | 2,474,725 | | | | | $ | 430,672,909 | | |
| | | | | | | | |
Unvested Company Options
|
| |||||||||
| | |
Restricted Shares
|
| |
Number of Class A
Ordinary Shares |
| |
Exercise
Price |
| |||||||||
Xiaochuan Wang
|
| | | | 1,440,000(1) | | | | | | — | | | | | $ | — | | |
Hongtao Yang
|
| | | | — | | | | | | — | | | | | $ | — | | |
Tao Hong
|
| | | | — | | | | | | 600,000(2) | | | | | $ | 0.001 | | |
Fion Zhou
|
| | | | — | | | | | | 225,000(3) | | | | | $ | 0.001 | | |
Description
|
| |
Amount
|
| |||
Legal fees and expenses
|
| | | $ | 4,256,000 | | |
Financial advisory fees and expenses
|
| | | $ | 682,000 | | |
Special Committee Fees
|
| | | $ | 546,000 | | |
Depositary (including printing and mailing)
|
| | | $ | 75,000 | | |
Filing Fees
|
| | | $ | 233,000 | | |
Miscellaneous fees and expenses
|
| | | $ | 3,878,000 | | |
Total
|
| | | $ | 9,670,000 | | |
| | |
Trading Price
(US$) |
| |||||||||
| | |
High
|
| |
Low
|
| ||||||
2019
|
| | | | | | | | | | | | |
Third Quarter
|
| | | | 5.50 | | | | | | 3.25 | | |
Fourth Quarter
|
| | | | 5.80 | | | | | | 4.53 | | |
2020 | | | | | | | | | | | | | |
First Quarter
|
| | | | 5.58 | | | | | | 3.00 | | |
Second Quarter
|
| | | | 4.46 | | | | | | 2.95 | | |
Third Quarter
|
| | | | 8.90 | | | | | | 4.01 | | |
Fourth Quarter
|
| | | | 8.94 | | | | | | 7.90 | | |
2021 | | | | | | | | | | | | | |
First Quarter
|
| | | | 8.63 | | | | | | 7.50 | | |
Second Quarter
|
| | | | 8.70 | | | | | | 7.49 | | |
Third Quarter (from July 1, 2021 to July 23, 2021)
|
| | | | 8.92 | | | | | | 8.32 | | |
| | |
As of December 31,
|
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
(audited)
|
| |||||||||
BALANCE SHEET | | | | | | | | | | | | | |
Current Assets
|
| | | | 1,304,722 | | | | | | 1,187,425 | | |
Non-Current Assets
|
| | | | 217,680 | | | | | | 207,707 | | |
Current Liabilities
|
| | | | 453,213 | | | | | | 406,279 | | |
Non-current Liabilities
|
| | | | 5,686 | | | | | | 10,721 | | |
Total shareholders’ Equity
|
| | | | 1,063,503 | | | | | | 978,132 | | |
| | |
For the year ended
December 31, |
| |||||||||
| | |
2019
|
| |
2020
|
| ||||||
| | |
(audited)
|
| |||||||||
STATEMENT OF OPERATIONS | | | | | | | | | | | | | |
Total Revenue
|
| | | | 1,172,252 | | | | | | 924,664 | | |
Gross Profit
|
| | | | 433,798 | | | | | | 190,589 | | |
Operating Income/(loss)
|
| | | | 64,435 | | | | | | (140,159) | | |
Net Income/(loss)
|
| | | | 89,105 | | | | | | (108,832) | | |
Net income/(loss) attributable to the Company
|
| | | | 89,105 | | | | | | (108,221) | | |
Basic net income/(loss) per ordinary share
|
| | | | 0.23 | | | | | | (0.28) | | |
Diluted net income/(loss) per ordinary share
|
| | | | 0.23 | | | | | | (0.28) | | |
| | |
Class A
Ordinary Shares(1)(2) |
| |
Class B
Ordinary Shares(1) |
| |
Percentage
of Class A Ordinary Shares and Class B Ordinary Shares |
| |
Percentage
of Total Voting Power |
| ||||||||||||
Directors and Executive Officers: | | | | | | | | | | | | | | | | | | | | | | | | | |
Charles Zhang(3)
|
| | | | 24,686,863 | | | | | | — | | | | | | 6.4% | | | | | | 0.9% | | |
Xiaochuan Wang(4)
|
| | | | 21,526,400 | | | | | | — | | | | | | 5.5% | | | | | | 0.7% | | |
Yu Yin
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Joanna Lu
|
| | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Hongtao Yang
|
| | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Tao Hong
|
| | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Fion Zhou
|
| | | | * | | | | | | — | | | | | | * | | | | | | * | | |
Bin Gao
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Janice Lee
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jinmei He
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All directors and executive officers as a group
|
| | | | 49,017,576 | | | | | | — | | | | | | 12.6% | | | | | | 1.7% | | |
Principal Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | | |
Sohu.com(5)
|
| | | | 3,717,250 | | | | | | 127,200,000 | | | | | | 33.7% | | | | | | 44.0% | | |
Tencent(6)
|
| | | | — | | | | | | 151,557,875 | | | | | | 39.0% | | | | | | 52.3% | | |
Charles Zhang(3)
|
| | | | 24,686,863 | | | | | | — | | | | | | 6.4% | | | | | | 0.9% | | |
Period
|
| |
Total Number of
Shares Purchased |
| |
Range of Prices
Paid per Share |
| |
Average Price Paid
per Share* |
| |||||||||
Second Quarter 2019
|
| | | | — | | | | | | — | | | | | | — | | |
Third Quarter 2019
|
| | | | 3,798,953 | | | | | | 4.0320-5.3138 | | | | | | 4.5569 | | |
Fourth Quarter 2019
|
| | | | 4,891,665 | | | | | | 4.5822-5.4814 | | | | | | 4.9971 | | |
First Quarter 2020
|
| | | | 1,894,016 | | | | | | 4.1646-4.6000 | | | | | | 4.3528 | | |
| | | | SOGOU INC. | | |||
| | | | By: | | |
/s/ Bin Gao
Name: Bin Gao
Title: Chairman of the Special Committee |
|
| | | | TENCENT HOLDINGS LIMITED | | |||
| | | | By: | | |
/s/ Martin Lau
Name: Martin Lau
Title: Authorized Signatory |
|
| | | | THL A21 LIMITED | | |||
| | | | By: | | |
/s/ Martin Lau
Name: Martin Lau
Title: Authorized Signatory |
|
| | | | TITANSUPERNOVA LIMITED | | |||
| | | | By: | | |
/s/ Hongda Xiao
Name: Hongda Xiao
Title: Director |
|
| | | | TENCENT MOBILITY LIMITED | | |||
| | | | By: | | |
/s/ Martin Lau
Name: Martin Lau
Title: Authorized Signatory |
|
| | | | SOHU.COM LIMITED | | |||
| | | | By: | | |
/s/ Charles Zhang
Name: Charles Zhang
Title: Chief Executive Officer |
|
| | | | SOHU.COM (SEARCH) LIMITED | | |||
| | | | By: | | |
/s/ Xiufeng Deng
Name: Xiufeng Deng
Title: Director |
|
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Charles (Chaoyang) Zhang(1)
|
| | Level 18, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China | | | Chairman of the Sogou Board; and Chairman of Board and Chief Executive Officer of Sohu.com | | | China | |
Xiaochuan Wang(2) | | | Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District Beijing 100084, People’s Republic of China | | | Director and Chief Executive Officer of Sogou | | | China | |
Yu Yin(3) | | | 99 Shen Nan Boulevard, Shenzhen Guangdong, People’s Republic of China | | | Director of Sogou | | | China | |
Joanna Lu (Yanfeng Lv)(4) | | | Level 18, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China | | | Director of Sogou | | | China | |
Hongtao Yang(5) | | | Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District Beijing 100084, People’s Republic of China | | | Chief Technology Officer of Sogou | | | China | |
Tao Hong(6) | | | Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District Beijing 100084, People’s Republic of China | | | Chief Marketing Officer of Sogou | | | China | |
Fion Zhou(7) | | | Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District Beijing 100084, People’s Republic of China | | | Chief Financial Officer of Sogou | | | China | |
Bin Gao(8) | | | Room 3519, 35/F, Two Pacific Place, 88 Queensway, Hong Kong | | | Independent Director of Sogou | | | China | |
Janice Lee(9) | | | 8/F, Goldin Financial Global Centre, 17 Kai Cheung Road, Kowloon Bay | | | Independent Director of Sogou | | | Australia | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Jinmei He(10) | | | 23890 Copper Hill Dr. Suite 189, Valencia, CA 91354 | | | Independent Director of Sogou | | | China | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Ma Huateng(1) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Executive director, Chairman of the Board and Chief Executive Officer of Tencent Holdings Limited | | | People’s Republic of China | |
Lau Chi Ping Martin(2) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Executive director and President of Tencent Holdings Limited | | |
Hong Kong
|
|
Jacobus Petrus (Koos) Bekker(3)
|
| |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Non-executive director of Tencent Holdings Limited and non-executive chairman of Naspers Limited | | | Republic of South Africa | |
Charles St Leger Searle(4) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Non-executive director of Tencent Holdings Limited and the Chief Executive Officer of Naspers Internet Listed Assets | | | Republic of South Africa | |
Dong Sheng Li(5) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Independent non-executive director of Tencent Holdings Limited, Chairman and Chief Executive Officer of TCL Technology Group Corporation, Chairman and executive director of TCL Electronics Holdings Limited | | | People’s Republic of China | |
Ian Charles Stone(6) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Independent non-executive director of Tencent Holdings Limited, Chief Executive Officer of Saudi Integrated Telecom Company, Director of Franco Development Ltd | | |
Hong Kong
|
|
Yang Siu Shun(7) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Independent non-executive director of Tencent Holdings Limited | | |
Hong Kong
|
|
Ke Yang(8) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Independent non-executive director of Tencent Holdings Limited | | | People’s Republic of China | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Xu Chenye(9) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Chief Information Officer of Tencent Holdings Limited | | | People’s Republic of China | |
Ren Yuxin(10)
|
| |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Chief Operating Officer and President of Platform & Content Group and Interactive Entertainment Group of Tencent Holdings Limited | | | People’s Republic of China | |
James Gordon Mitchell(11)
|
| |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Chief Strategy Officer and Senior Executive Vice President of Tencent Holdings Limited | | |
United Kingdom of
Great Britain and Northern Ireland |
|
David A M Wallerstein(12)
|
| |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Chief Exploration Officer and Senior Executive Vice President of Tencent Holdings Limited | | | United States of America | |
John Shek Hon Lo(13)
|
| |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Chief Financial Officer and Senior Vice President of Tencent Holdings Limited | | |
Hong Kong
|
|
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Ma Huateng(1) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Executive director, Chairman of the Board and Chief Executive Officer of Tencent Holdings Limited | | | People’s Republic of China | |
Charles St Leger Searle(2) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Non-executive director of Tencent Holdings Limited and the Chief Executive Officer of Naspers Internet Listed Assets | | | Republic of South Africa | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Leiwen Yao(1) | | |
Genesis Beijing,
No. 8 Xinyuan South Road, Chaoyang District, Beijing 100027, China |
| | Vice General Manager of Merger and Acquisition Department of Tencent Holdings Limited | | | People’s Republic of China | |
Hongda Xiao(2) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Director of Merger and Acquisition Department of Tencent Holdings Limited | | | People’s Republic of China | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Ma Huateng(1) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Executive director, Chairman of the Board and Chief Executive Officer of Tencent Holdings Limited | | | People’s Republic of China | |
Charles St Leger Searle(2) | | |
c/o Tencent Holdings Limited,
29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong |
| | Non-executive director of Tencent Holdings Limited and the Chief Executive Officer of Naspers Internet Listed Assets | | | Republic of South Africa | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Charles Zhang(1) | | | Level 18, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China | | | Chairman of the Board and Chief Executive Officer of Sohu.com Limited | | | China | |
Xiaochuan Wang(2) | | | Level 15, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, People’s Republic of China | | | Chief Executive Officer of Sogou Inc. | | | China | |
Dewen Chen(3) | | | Changyou Building, Raycom Creative Industrial Park, No. 65 Bajiao East Road, Shijingshan District, Beijing | | | Chief Executive Officer of Changyou.com Limited | | | China | |
Joanna Lu (Yanfeng Lv)(4) | | | Level 18, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China | | | Chief Financial Officer of Sohu.com Limited | | | China | |
Charles Huang(5) | | | Suite 5206, Central Plaza, Wanchai, Hong Kong | | | Director of Sohu.com Limited | | |
Hong Kong
|
|
Zhonghan Deng(6) | | | 16/F, Shining Tower, No. 35, Xueyuan Road, Haidian District, Beijing 100191, People’s Republic of China | | | Independent Director of Sohu.com Limited | | | China | |
Dave De Yang(7) | | | 24W435 Arrow Ct. Naperville, IL 60540, the United States | | | Independent Director of Sohu.com Limited | | | United States | |
Dave Qi(8) | | | the CKGSB, Tower E3, Oriental Plaza, 1 East Chang An Avenue, Beijing 100005, People’s Republic of China | | | Independent Director of Sohu.com Limited | | |
Hong Kong
|
|
Shi Wang(9) | | | Vanke Architecture Research Center, No. 68 Meilin Road, Futian District, Shenzhen 518049, People’s Republic of China | | | Independent Director of Sohu.com Limited | | | China | |
Name
|
| |
Business Address
|
| |
Present Principal Occupation or
Employment |
| |
Country of
Citizenship |
|
Xiufeng Deng(1) | | | Level 18, Sohu.com Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing 100190, People’s Republic of China | | | Director | | | China | |
Exhibit (d)(6)
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of July 19, 2021 (this “Amendment”), by and among THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of THL (“Parent”), Sogou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and Tencent Mobility Limited, a company incorporated under the laws of Hong Kong.
WHEREAS, the parties hereto entered into that certain Agreement and Plan of Merger, dated as of September 29, 2020 (as amended by Amendment No. 1 thereto dated as of December 1, 2020, the “Original Agreement”);
WHEREAS, the parties hereto desire to amend Section 8.02(a) of the Original Agreement so as to extend the “Termination Date” to December 31, 2021;
WHEREAS, Section 9.12 of the Original Agreement provides that the Original Agreement may be amended by the parties hereto at any time prior to the Effective Time by action taken (a) with respect to THL and Parent, by or on behalf of their respective boards of directors, and (b) with respect to the Company, by the Company Board (upon recommendation of the Special Committee);
WHEREAS, the Special Committee has authorized, approved and recommended the execution and delivery of this Amendment by the Company, and the Company Board, acting upon the recommendation of the Special Committee, has authorized and approved the execution and delivery of this Amendment by the Company; and
WHEREAS, THL and the board of directors of Parent have approved the execution, delivery and performance by THL and Parent, respectively, of this Amendment.
NOW, THEREFORE, the parties hereto agree to amend the Original Agreement as follows:
1. | Definitions. |
Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Original Agreement.
2. | Amendments to the Original Agreement. |
Section 8.02(a) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:
“(a) the Merger has not been consummated by 11:59 pm, New York time on December 31, 2021 (the “Termination Date”); or”
1
3. | Miscellaneous. |
3.1 | No Further Amendment. |
The parties hereto agree that all other provisions of the Original Agreement shall, subject to Section 2, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties in accordance with their terms. This Amendment forms an integral and inseparable part of the Original Agreement.
3.2 | Representations and Warranties of the Company. |
The Company hereby represents and warrants to THL and Parent that:
(a) The Company has the requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery by the Company of this Amendment have been duly and validly authorized by the Company Board and the Special Committee and no other corporate action on the part of the Company is necessary to authorize the execution and delivery by the Company of this Amendment.
(b) This Amendment has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by THL and Parent, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Bankruptcy and Equity Exception.
3.3 | Representations and Warranties of THL and Parent. |
THL and Parent hereby, jointly and severally, represent and warrant to the Company that:
(a) Each of THL and Parent has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment by THL and Parent have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of THL or Parent are necessary to authorize the execution and delivery of this Amendment.
(b) This Amendment has been duly and validly executed and delivered by THL and Parent and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of THL and Parent, enforceable against each of THL and Parent in accordance with its terms, subject to the Bankruptcy and Equity Exception.
3.4 | References. |
Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Original Agreement shall, from and after the execution of this Amendment, refer to the Original Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Original Agreement (as amended hereby) and references in the Original Agreement to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to September 29, 2020.
2
3.5 | Other Miscellaneous Terms. |
The provisions of Article 9 (General Provisions) of the Original Agreement shall apply mutatis mutandis to this Amendment, and to the Original Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.
[Remainder of this page intentionally left blank]
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
THL A21 LIMITED |
By | /s/ Huateng Ma |
Name: Huateng Ma | |
Title: Director |
[Signature Page to Amendment No. 2 to Agreement and Plan of Merger]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
TitanSupernova Limited |
By | /s/ Hongda Xiao |
Name: Hongda Xiao | |
Title: Director |
[Signature Page to Amendment No. 2 to Agreement and Plan of Merger]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
SOGOU INC. |
By | /s/ Bin Gao |
Name: Bin Gao | |
Title: Chairman of the Special Committee |
[Signature Page to Amendment No. 2 to Agreement and Plan of Merger]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
TENCENT MOBILITY LIMITED |
By | /s/ Huateng Ma |
Name: Huateng Ma | |
Title: Director |
[Signature Page to Amendment No. 2 to Agreement and Plan of Merger]
Exhibit (d)(7)
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT
This AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT, dated as of July 19, 2021 (this “Amendment”), by and among (a) TitanSupernova Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Buyer”), (b) Sohu.com (Search) Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Seller”), and (c) Sohu.com Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and the 100% parent of Seller (“Sohu”, and together with Seller, the “Seller Parties”).
WHEREAS, the parties hereto entered into that certain Share Purchase Agreement, dated as of September 29, 2020 (as amended by Amendment No. 1 thereto dated as of December 1, 2020, the “Original Agreement”);
WHEREAS, the parties hereto desire to amend Section 8.01(b) of the Original Agreement so as to extend the “Termination Date” to December 31, 2021;
WHEREAS, Section 9.09(a) of the Original Agreement provides that any provision of the Original Agreement may be amended if such amendment is in writing and is signed by each party to the Original Agreement;
NOW, THEREFORE, the parties hereto agree to amend the Original Agreement as follows:
1. | Definitions. |
Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Original Agreement.
2. | Amendments to the Original Agreement. |
Section 8.01(b) of the Original Agreement is hereby deleted and replaced in its entirety to read as follows:
“(b) by either Sohu or Buyer if the Closing has not been consummated on or before December 31, 2021 (the “Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(b) shall not be available to any party whose breach of any representation, warranty, covenant or agreement set forth in this Agreement has been the primary cause of, or primarily resulted in, the Closing not occurring on or prior to the Termination Date;”
3. | Miscellaneous. |
3.1 | No Further Amendment. |
The parties hereto agree that all other provisions of the Original Agreement shall, subject to Section 2, continue unmodified, in full force and effect and constitute legal and binding obligations of the parties in accordance with their terms. This Amendment forms an integral and inseparable part of the Original Agreement.
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3.2 | Representations and Warranties of the Seller Parties. |
Each of the Seller Parties, jointly and severally, represents and warrants to Buyer that:
(a) Each of the Seller Parties has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment by the Seller Parties have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Seller Parties are necessary to authorize the execution and delivery of this Amendment.
(b) This Amendment has been duly and validly executed and delivered by the Seller Parties and, assuming the due authorization, execution and delivery by Buyer, constitutes a legal, valid and binding obligation of the Seller Parties, enforceable against the Seller Parties in accordance with its terms, subject to the Bankruptcy and Equity Exception.
3.3 | Representations and Warranties of Buyer. |
Buyer represents and warrants to the Seller Parties that:
(a) Buyer has all necessary corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder. The execution and delivery of this Amendment by Buyer have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Buyer are necessary to authorize the execution and delivery of this Amendment.
(b) This Amendment has been duly and validly executed and delivered by Buyer and, assuming due authorization, execution and delivery by the Seller Parties, constitutes a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.
3.4 | References. |
Each reference to “this Agreement,” “hereof,” “herein,” “hereunder,” “hereby” and each other similar reference contained in the Original Agreement shall, from and after the execution of this Amendment, refer to the Original Agreement as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Original Agreement (as amended hereby) and references in the Original Agreement to “the date hereof,” “the date of this Agreement” and other similar references shall in all instances continue to refer to September 29, 2020.
3.5 | Other Miscellaneous Terms. |
The provisions of Article 9 (Miscellaneous) of the Original Agreement shall apply mutatis mutandis to this Amendment, and to the Original Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms therein as modified by this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
TitanSupernova Limited |
By: | /s/ Hongda Xiao | |
Name: Hongda Xiao | ||
Title: Director |
[Signature Page to Amendment No. 2 to Share Purchase Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
SOHU.COM LIMITED |
By: | /s/ Charles Zhang | |
Name: Charles Zhang | ||
Title: Chief Executive Officer |
SOHU.COM (SEARCH) LIMITED |
By: | /s/ Xiufeng Deng | |
Name: Xiufeng Deng | ||
Title: Director |
[Signature Page to Amendment No. 2 to Share Purchase Agreement]