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Press Release's Majority-Owned Subsidiary Announces Special Cash Dividend of US$9.40 per ADS

April 5, 2018 at 2:00 AM EDT

BEIJING, April 5, 2018 /PRNewswire/ -- Inc. (NASDAQ: SOHU), China's leading online media, video, search and gaming business group, today reported that on April 5, 2018, Limited (NASDAQ: CYOU), Sohu's majority-owned online game subsidiary, announced that Changyou's board of directors has declared a special cash dividend of US$4.70 per Class A ordinary or Class B ordinary share, or US$9.40 per American depositary share ("ADS"), each of which represents two Class A ordinary shares. The aggregate amount of the special cash dividend will be approximately US$500 million.

Sohu logo. (PRNewsFoto/ Inc.)

Record holders of Changyou's ordinary shares at the close of business U.S. Eastern Time on April 20, 2018 (the "Record Date") will be entitled to receive the special cash dividend. Changyou expects The Bank of New York Mellon, the depositary bank for Changyou's ADS program, to distribute dividends to holders of ADSs as of the Record Date on or about April 26, 2018.

The amount of the dividend payable to Sohu is expected to be approximately $340 million. Sohu does not expect to pay any of such dividend to its stockholders, as the proceeds will be used to support Sohu's operations.

In order to facilitate the distribution of this special dividend, Changyou has revised its policy for its PRC subsidiaries with respect to their distribution of cash dividends. Under the revised policy, all PRC subsidiaries in the Changyou Group will be able to distribute their cumulative available and undistributed earnings to their direct overseas parent companies in the Changyou Group. The change will result in Changyou's accrual of additional withholding income taxes of approximately $47 million for the period before December 31, 2017. As the parent company of Changyou, Sohu will also recognize incremental tax expenses in its financial statements for the quarter ended March 31, 2018.

For more information about the special Changyou dividend, please refer to Changyou's separate announcement.

About Inc. (NASDAQ: SOHU) is China's premier online brand and indispensable to the daily life of millions of Chinese, providing a network of Web properties and community based/Web 2.0 products which offer the vast Sohu user community a broad array of choices regarding information, entertainment and communication. Sohu has built one of the most comprehensive matrices of Chinese language web properties and proprietary search engines, consisting of the mass portal and leading online media destination; the interactive search engine; the developer and operator of online games and the leading online video Website .

Sohu's corporate services consist of online brand advertising on Sohu's matrix of websites as well as bid listing and home page on its in-house developed search directory and engine. Sohu also provides multiple news and information services on mobile platforms, including Sohu News App and the mobile news portal Sohu's online game subsidiary, (NASDAQ: CYOU) develops and operates a diverse portfolio of PC and mobile games, such as Tian Long Ba Bu ("TLBB"), one of the most popular PC games in China. Changyou also owns and operates the Website, a leading game information portal in China. Sohu's online search subsidiary Sogou (NYSE: SOGO) has grown to become the second largest search engine by mobile queries in China. It also owns and operates Sogou Input Method, the largest Chinese language input software., established by Dr. Charles Zhang, one of China's internet pioneers, is in its twenty-second year of operation.

For investor and media inquiries, please contact:

In China:

Mr. Eric Yuan Inc.


+86 (10) 6272-6593


In the United States:

Ms. Linda Bergkamp



+1 (480) 614-3004



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Notice is hereby given that the Annual General Meeting of Shareholders (the “2018 Annual Meeting”) of Limited (the “Company”) will be held at Level 2, Media Plaza, Block 3, No. 2 Kexueyuan South Road, Haidian District, Beijing, People’s Republic of China, on Thursday, September 6, 2018 at 10:00 A.M. China time, to consider and act upon the following matters:


  1. To elect the following nominees to the Company’s Board of Directors (the “Board”) as Class I Directors, each to hold office until the second succeeding annual general meeting of shareholders and until his successor is duly elected or appointed, or until his resignation or removal: 

Charles Zhang

Zhonghan Deng

Dave De Yang


  1. To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent auditors for the fiscal year ending December 31, 2018.


  1. To consider and act upon all other matters which may properly come before the 2018 Annual Meeting or any adjournment or postponement thereof.


The Board consists of six directors, and is divided into Class I Directors and Class II Directors, with three directors in each class. Class I Directors are to initially serve until the 2018 Annual Meeting and for each successive term expiring at the second succeeding annual general meeting thereafter and Class II Directors are to initially serve until the next annual general meeting immediately following the 2018 Annual Meeting and for each successive term expiring at the second succeeding annual general meeting thereafter.


The Board has nominated Charles Zhang, Zhonghan Deng, and Dave De Yang, who are currently designated as Class I Directors and whose terms will expire at the 2018 AGM, to stand for election as Class I Directors. The Board knows of no reason why any of the nominees would be unable or unwilling to serve, but if that should be the case, proxies will be voted for the election of substitute nominee(s) selected by the Board, or the Board will fix the number of directors at a lesser number. The proxies may not be voted for a greater number of persons than the number of nominees named in item 1 above. The three nominees receiving a plurality of the votes cast by the shareholders represented at the 2018 Annual Meeting in person or by proxy will be elected as Class I Directors.


The Board recommends that shareholders vote “FOR” election to the Board as Class I Directors of each of the nominees listed in item 1 above and “FOR” item 2 above at the 2018 Annual Meeting. Your vote is very important to the Company.


The Board has set the close of business U.S. Eastern time on Wednesday, August 1, 2018 as the record date (the “Record Date”) for the purpose of determining the shareholders entitled to notice of, and to vote at, the 2018 Annual Meeting or any adjournment(s) thereof.


On May 31, 2018, effective at 4:30 PM Eastern Time (such date and time, the “Effective Time”), pursuant to a proposal for the dissolution of Inc., a Delaware corporation (“Sohu Delaware”), and adoption of a plan of complete liquidation and dissolution of Sohu Delaware that was approved by the stockholders of Sohu Delaware at a special meeting of stockholders held on May 29, 2018, Sohu Delaware was dissolved; all outstanding shares of the common stock of Sohu Delaware were cancelled; American depositary shares (“ADSs”) representing all outstanding ordinary shares (“Ordinary Shares”) of the Company were distributed by Sohu Delaware on a share-for-share basis to the stockholders of Sohu Delaware as of immediately prior to the Effective Time; and the Company replaced Sohu Delaware as the top-tier, publicly-traded holding company of the group of subsidiaries and variable interest entities that had been held by Sohu Delaware prior to the Effective Time.


From and after the Effective Time, the business, operations, and assets of the Company and its subsidiaries and variable interest entities have been substantially the same as the business, operations, and assets of Sohu Delaware and its subsidiaries and variable interest entities immediately prior to the Effective Time.


The Annual Report on Form 10-K of Sohu Delaware for the fiscal year ended December 31, 2017, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2018 (the “Form 10-K”), and Amendment No. 1 to Annual Report on Form 10-K, filed by Sohu Delaware with the SEC on April 2, 2018 (the “Form 10-K Amendment,” and together with the Form 10-K, the “Sohu Delaware Form 10-K”), are available for your viewing and downloading at the Company’s website at: file/2018 10-K.pdf file/2018 10-K/ Amendment.pdf


A hard or soft copy of the Sohu Delaware Form 10-K will be provided to you at no charge upon your request. Please notify the Company in your request of (i) your mailing address if you request a hard copy of the Sohu Delaware Form 10-K, or (ii) your email address if you request a soft copy of the Sohu Delaware Form 10-K. You can send your request to the Company by mail or e-mail at: Limited

Level 18, Media Plaza

Block 3, No. 2 Kexueyuan South Road, Haidian District

Beijing 100190, People’s Republic of China

Attention: Eric Yuan, Investor Relations


Tel: +86 (10) 6272-6593


In addition to the other information included in the Sohu Delaware Form 10-K, you will find in the Form 10-K Amendment biographies of the incumbent members of the Board, including biographies of the three Class I Directors, Dr. Charles Zhang, Dr. Zhonghan Deng and Mr. Dave De Yang, who are standing for election to the Board at the 2018 Annual Meeting.


Whether or not you plan to attend the 2018 Annual Meeting, please complete, date, sign and return the enclosed proxy attached hereto as Exhibit A promptly in the enclosed, pre-addressed envelope provided for that purpose. 


A holder of the Company’s ADSs may instruct The Bank of New York Mellon (the “ADR Depositary”) to vote the outstanding Ordinary Shares represented by such holder’s ADSs by completing pursuant to the instructions and procedures of the ADR Depositary the voting card furnished to holders of ADSs by the ADR Depositary.


You are cordially invited to attend the 2018 Annual Meeting.



By Order of the Board of Directors,



Charles Zhang           

Chief Executive Officer