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.
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(Name of Issuer)
Common Stock, $0.001 par value
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(Title of Class of Securities)
83408W 10 3
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(CUSIP Number)
Scott D. Clemens
Baker & McKenzie
14th Floor, Hutchison House
10 Harcourt Road, Hong Kong
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 11, 2002
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(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
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1. Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only).
Hong Kong Jade Bird Science and Technology Limited
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3. SEC Use Only
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4. Source of Funds (See Instructions)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
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6. Citizenship or Place of Organization
Hong Kong
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CUSIP No. 83408W 10 3 Schedule 13D/A Page 3 of 11 pages
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7. Sole Voting Power
0
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8. Shared Voting Power
0
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9. Sole Dispositive Power
0
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
0%
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14. Type of Reporting Person (See Instructions)
CO
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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