UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sohu.com Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 83408W 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Scott D. Clemens Baker & McKenzie 14th Floor, Hutchison House 10 Harcourt Road, Hong Kong - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 11, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See (S)240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 83408W 10 3 Schedule 13D/A Page 2 of 11 pages - -------------------------------------------------------------------------------- 1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only). Hong Kong Jade Bird Science and Technology Limited - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Hong Kong - --------------------------------------------------------------------------------
CUSIP No. 83408W 10 3 Schedule 13D/A Page 3 of 11 pages - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 ---------------------------------------------------------------------- 8. Shared Voting Power 0 ---------------------------------------------------------------------- 9. Sole Dispositive Power 0 ---------------------------------------------------------------------- 10. Shared Dispositive Power 0 - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 0 - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 0% - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) CO - --------------------------------------------------------------------------------
CUSIP No. 83408W 10 3 Schedule 13D/A Page 4 of 11 pages Hong Kong Jade Bird Science and Technology Limited (the "Reporting Person") hereby amends its statement on Schedule 13D filed with the Securities and Exchange Commission on April 23, 2001, as amended by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on May 21, 2001, with respect to the Common Stock (the "Common Stock") of Sohu.com Inc. (the "Issuer"). Item 2. Identity and Background (a) Name of Person Filing: Hong Kong Jade Bird Science and Technology Limited (the "Reporting Person"). The Reporting Person is a wholly-owned subsidiary of Beijing Beida Jade Bird Limited, a company organized under the laws of the People's Republic of China ("Beijing Beida"). (b) Address of Principal Business Office: Unit 02, 7th Floor, Asia Pacific Center 8 Wyndham Street Central, Hong Kong (c) Principal Business: The principal business of the Reporting Person is investment holding. (d) Criminal Proceedings: During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person or Beijing Beida has been convicted in any criminal proceeding. (e) Civil Proceedings: During the last five years, neither the Reporting Person nor any executive officer or director of the Reporting Person or Beijing Beida has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) Place of Organization: Hong Kong Attached hereto as Appendix A is information required by this Item 2 with respect to the executive officers and directors of the Reporting Person. Attached hereto as Appendix B is information required by this Item 2 with respect to the executive officers and directors of Beijing Beida.
CUSIP No. 83408W 10 3 Schedule 13D/A Page 5 of 11 pages Item 5. Interest in Securities of the Issuer (a) Amount Beneficially Owned: 0 Percent of Class: 0% (b) Sole power to vote, direct the vote of, dispose of, or direct the disposition of shares: 0 Shared power to vote, direct the vote of, dispose of, or direct the disposition of shares: 0 (c) Recent Transactions: The Reporting Person sold 6,720,386 shares of Common Stock at a price of $1.65 per share on October 11, 2002, pursuant to a Prospectus forming a part of a Registration Statement on Form S-3 effective under the Securities Act of 1933. (d) Rights with Respect to Dividends or Sales Proceeds: Not Applicable. (e) Date of Cessation of Five Percent Beneficial Ownership: October 11, 2002
CUSIP No. 83408W 10 3 Schedule 13D/A Page 6 of 11 pages Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of November 6, 2002 HONG KONG JADE BIRD SCIENCE AND TECHNOLOGY LIMITED By: /s/ Zhang Wan Zhong ------------------------ Zhang Wan Zhong Director
CUSIP No. 83408W 10 3 Schedule 13D/A Page 7 of 11 pages APPENDIX A Executive Officers and Directors of Hong Kong Jade Bird Science and Technology Limited The following is a list of all Executive Officers and Directors of Hong Kong Jade Bird Science and Technology Limited and certain other information with respect to each Executive Officer and Director. All Executive Officers and Directors are citizens of the People's Republic of China. Name and Title Principal Occupation and Business Address Xu Zhen Dong Chief Executive Officer and Director Chief Executive Officer and Director Hong Kong Jade Bird Science and Technology Limited Unit 02, 7th Floor, Asia Pacific Center 8 Wyndham Street Central, Hong Kong President and Director Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Xu Zhi Xiang Executive President Director Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Ni Jin Lei Vice President Director Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Zhang Wan Zhong Director Director Hong Kong Jade Bird Science and Technology Limited Unit 02, 7th Floor, Asia Pacific Center 8 Wyndham Street Central, Hong Kong Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Wong King King Vice President Director Infocast Limited 20th Floor, Western Harbour Centre 181 - 183 Connaught Road West Hong Kong
CUSIP No. 83408W 10 3 Schedule 13D/A Page 8 of 11 pages APPENDIX B Executive Officers and Directors of Beijing Beida Jade Bird Limited The following is a list of all Executive Officers and Directors of Beijing Beida Jade Bird Limited and certain other information with respect to each Executive Officer and Director. All Executive Officers and Directors are citizens of the People's Republic of China. Name and Title Principal Occupation and Business Address Xu Zhen Dong President and Director President and Director Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Chief Executive Officer and Director Hong Kong Jade Bird Science and Technology Limited Unit 02, 7th Floor, Asia Pacific Center 8 Wyndham Street Central, Hong Kong Xu Zhi Xiang Executive President Executive President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Chen Zhong Chief Technology Officer and Director Chief Technology Officer and Director Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Fan Yi Min Chief Operating Officer Chief Operating Officer Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Liu Yong Jin Senior Vice President Senior Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China
CUSIP No. 83408W 10 3 Schedule 13D/A Page 9 of 11 pages Name and Title Principal Occupation and Business Address Zhang Yong Li Senior Vice President Senior Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Zhou Yan Jun Senior Vice President Senior Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Xu Er Hui Senior Vice President Senior Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Hou Qi Vice President Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Zhang Wan Zhong Vice President Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Director Hong Kong Jade Bird Science and Technology Limited Unit 02, 7th Floor, Asia Pacific Center 8 Wyndham Street Central, Hong Kong Miao Li Vice President Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Liu Yue Vice President Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China
CUSIP No. 83408W 10 3 Schedule 13D/A Page 10 of 11 pages Name and Title Principal Occupation and Business Address Ni Jin Lei Vice President Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Chen Shu Xin Vice President Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Xiang Lei Vice President Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Zhang Jian Buo Vice President Vice President Beijing Beida Jade Bird Limited 14th Floor, Beida Pacific Science and Technology Center Haidian District, Beijing 100080 People's Republic of China Yang Fu Qing Professor Chairman of the Board Beijing University Haidian District, Beijing 100080 People's Republic of China Xing Huan Lou Chief Executive Officer and Director Vice Chairman of the Board Beijing International Electricity Development Investment Company Tianyin Plaza, A2 South Fuxingmen Street Xicheng District, Beijing People's Republic of China Peng Xi Zhong Chairman of the Board Vice Chairman of the Board Beijing Da Xing Industrial Development Zone Development Management Company East Kangzhuang Crossing Daxing County, Beijing People's Republic of China Wang Yang Yuan Professor Director Beijing University Haidian District, Beijing 100080 People's Republic of China
CUSIP No. 83408W 10 3 Schedule 13D/A Page 11 of 11 pages Name and Title Principal Occupation and Business Address Yang Yu Lu Vice President Director Beijing Integrated Investment Company 44 Exhibition Center Road Xicheng District, Beijing People's Republic of China Li Ping Fang Office of Commercial Operations Director Beijing University Haidian District, Beijing 100080 People's Republic of China Cai Lian Jun President Director Beijing Da Xing Industrial Development Zone Development Management Company East Kangzhuang Crossing Daxing County, Beijing People's Republic of China Wang Jian Hua President Director Beijing Zhong Xie Tian Di Investment Company Limited 21 Andingmenwai Street Dongcheng District, Beijing People's Republic of China Zhang Li Manager, Division of Investments Director Beijing Integrated Investment Company 44 Exhibition Center Road Xicheng District, Beijing People's Republic of China Wei Dong Chairman of the Board Director Yong Jin Group Fujia Economic Development Zone Xiaozheng Town, Qingpu County, Shanghai People's Republic of China