{"id":43115,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-and-plan-of-merger-sohu-com-inc-and-chinaren-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-and-plan-of-merger-sohu-com-inc-and-chinaren-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/agreement-and-plan-of-merger-sohu-com-inc-and-chinaren-inc.html","title":{"rendered":"Agreement and Plan of Merger &#8211; Sohu.com Inc. and ChinaRen Inc."},"content":{"rendered":"<pre>                          AGREEMENT AND PLAN OF MERGER\n\n                                      among\n\n                                 SOHU.COM INC.,\n\n                                 ALPHA SUB INC.\n\n                                       and\n\n                                 CHINAREN, INC.\n\n                         Dated as of September 13, 2000\n\n \n                                TABLE OF CONTENTS\n                                ----------------- \n                                                                            Page\n                                                                            ----\n\n     RECITALS..................................................................1\n\n\n\n                                    ARTICLE I\n\n                       The Merger; Closing; Effective Time\n\n   1.1. The Merger............................................................1\n   1.2. Closing...............................................................2\n   1.3. Effective Time........................................................2\n\n\n                                   ARTICLE II\n\n       Articles of Incorporation and By-Laws of the Surviving Corporation\n\n   2.1. The Articles of Incorporation.........................................2\n   2.2. The By-Laws...........................................................2\n\n\n                                   ARTICLE III\n\n               Officers and Directors of the Surviving Corporation\n\n   3.1. Directors.............................................................2\n   3.2. Officers..............................................................2\n\n\n                                   ARTICLE IV\n\n         Effect of the Merger on Capital Stock; Exchange of Certificates\n\n   4.1. Effect on Capital Stock...............................................3\n             (a) Merger Consideration.........................................3\n             (b) Merger Consideration Adjustments.............................3\n             (c) Cancellation of Shares.......................................4\n             (d) Merger Sub...................................................4\n             (e) Exchange Ratios..............................................4\n   4.2. Exchange of Certificates for Shares...................................5\n             (a) At Closing...................................................5\n             (b) Distributions with Respect to Unexchanged Shares; Voting.....5\n             (c) Transfers....................................................6\n             (d) Fractional Shares............................................6\n             (e) Lost, Stolen or Destroyed Certificates.......................6\n\n                                      -i-\n\n \n   4.3. Stock Options.........................................................6\n   4.4. Dissenters' Rights....................................................7\n   4.5. Adjustments to Prevent Dilution.......................................7\n   4.6. Escrow Stock..........................................................7\n\n\n                                    ARTICLE V\n\n                         Representations and Warranties\n\n   5.1. Representations and Warranties of the Company.........................8\n             (a) Organization, Good Standing and Qualification................8\n             (b) Capital Structure............................................9\n             (c) Corporate Authority; Approval and Fairness..................10\n             (d) Governmental Filings; No Violations; Certain Contracts......10\n             (e) Company Reports; Financial Statements.......................11\n             (f) Absence of Certain Changes..................................12\n             (g) Litigation and Liabilities..................................12\n             (h) Employee Benefits...........................................12\n             (i) Compliance with Laws; Permits...............................13\n             (j) Takeover Statutes...........................................14\n             (k) Tax Matters.................................................14\n             (l) Taxes.......................................................14\n             (m) Labor Matters...............................................15\n             (n) Intellectual Property.......................................15\n             (o) Brokers and Finders.........................................16\n             (p) Absence of Undisclosed Liabilities..........................16\n             (q) Representations Complete....................................16\n             (r) No Default..................................................16\n             (s) Title to Property...........................................17\n             (t) Material Contracts..........................................17\n             (u) Web Site Ownership..........................................17\n             (v) Shareholder Vote............................................18\n             (w) Total Assets; Net Sales.....................................18\n             (x) Number of Shareholders......................................18\n             (y) Number of Outstanding Options...............................18\n             (z) Number of Vested Option Holders.............................18\n             (aa) No Consent or Approval.....................................18\n   5.2. Representations and Warranties of the Parent and the Merger Sub......18\n             (a) Capitalization of the Merger Sub............................18\n             (b) Organization, Good Standing and Qualification...............19\n             (c) Capital Structure...........................................19\n             (d) Corporate Authority.........................................20\n             (e) Governmental Filings; No Violations.........................20\n             (f) Parent Reports; Financial Statements........................21\n             (g) Compliance with Laws; Permits...............................21\n             (h) Takeover Statutes...........................................22\n\n                                     -ii-\n\n \n             (i) Tax Matters.................................................22\n             (j) Absence of Certain Changes..................................22\n\n\n                                   ARTICLE VI\n\n                                    Covenants\n\n   6.1. Interim Operations...................................................23\n   6.2. Acquisition Proposals................................................24\n   6.3. Shareholders Meeting.................................................24\n   6.4. Other Actions; Notification..........................................24\n   6.5. Taxation.............................................................25\n   6.6. Access...............................................................25\n   6.7. Publicity............................................................26\n   6.8. Expenses.............................................................26\n   6.9. Takeover Statute.....................................................26\n   6.10. Employment Agreements...............................................26\n   6.11. Escrow Arrangements.................................................26\n   6.12. Shareholder Documents...............................................26\n   6.13. Option Holder Documents.............................................27\n   6.14. Registration of Option Shares.......................................27\n   6.15. Option Information to Company Employees.............................27\n   6.16. Domain Names........................................................27\n   6.17. Registration Rights.................................................27\n   6.18. Lock-Up Waiver......................................................27\n\n\n                                   ARTICLE VII\n\n                                   Conditions\n\n   7.1. Conditions to Each Party's Obligation to Effect the Merger...........28\n             (a) Shareholder Approval........................................28\n             (b) Regulatory Consents.........................................28\n             (c) Litigation..................................................28\n   7.2. Conditions to Obligations of Parent and the Merger Sub...............28\n             (a) Representations and Warranties..............................28\n             (b) Performance of Obligations of the Company...................29\n             (c) Tax Opinion.................................................29\n             (d) Legal Opinion...............................................29\n             (e) Conversion of Convertible Loans.............................29\n             (f) Assignment of Trade Marks and Domain Names..................29\n             (g) Employment Agreements.......................................29\n             (h) Absence of Material Adverse Change..........................30\n             (i) Escrow Arrangements.........................................30\n             (j) Shareholder Documents.......................................30\n             (k) Option Holder Documents.....................................30\n\n                                     -iii-\n\n \n             (l) Lock-Up Waiver..............................................30\n             (m) No Exercise of Options......................................30\n             (n) Dissenting Shares...........................................30\n   7.3. Conditions to Obligation of the Company..............................31\n             (a) Representations and Warranties..............................31\n             (b) Performance of Obligations of the Parent and the Merger Sub.31\n             (c) Consents Under Agreements...................................31\n             (d) Tax Opinion.................................................31\n             (e) Conversion of Convertible Loans.............................31\n\n\n                                  ARTICLE VIII\n\n                                   Termination\n\n   8.1. Termination by Mutual Consent........................................31\n   8.2. Termination by Either the Parent or the Company......................32\n   8.3. Termination by the Company...........................................32\n   8.4. Termination by the Parent............................................32\n   8.5. Effect of Termination and Abandonment................................32\n\n\n                                   ARTICLE IX\n\n                      Survival of Representations; Remedies\n\n   9.1. Survival of Representations..........................................33\n   9.2. Indemnification by the Founders......................................33\n   9.3. Third Party Claims...................................................34\n   9.4. No Recourse Against the Company......................................35\n   9.5. Specific Performance.................................................35\n   9.6. Remedies Cumulative..................................................36\n\n\n                                    ARTICLE X\n\n                            Miscellaneous and General\n\n   10.1. Survival............................................................36\n   10.2. Modification or Amendment...........................................36\n   10.3. Waiver of Conditions................................................36\n   10.4. Counterparts........................................................36\n   10.5. GOVERNING LAW AND ARBITRATION.......................................36\n   10.6. Notices.............................................................37\n   10.7. Entire Agreement....................................................38\n   10.8. No Third Party Beneficiaries........................................38\n   10.9. Obligations of the Parent and of the Company........................38\n   10.10. Transfer Taxes.....................................................39\n   10.11. Severability.......................................................39\n\n                                     -iv-\n\n \n   10.12. Interpretation.....................................................39\n   10.13. Assignment.........................................................39\n\nExhibit 4.6       Principal Terms of Escrow Agreement\n\nExhibit 5.1(v)    Form of Voting, Consent and Waiver Agreement\n\nExhibit 6.10      Principal Terms of Employment Agreements\n\nExhibit 6.12(a)   Form of Shareholder Questionnaire\n\nExhibit 6.12(b)   Form of Shareholder Lock-Up\n\nExhibit 6.12(c)   Form of Investor Representation Letter\n\nExhibit 6.13(a)   Form of Option Holder Questionnaire\n\nExhibit 6.13(b)   Form of Option Holder Lock-Up\n\nExhibit 6.17      Schedule of Holders\n\nExhibit 7.2(d)    Form of Opinion of PRC Counsel\n\nExhibit 7.2(g)    List of Key Employees\n\nExhibit 7.3(c)    Schedule of Consents\n\n                                      -v-\n\n \n                         AGREEMENT AND PLAN OF MERGER\n                         ----------------------------\n\n\n                  AGREEMENT AND PLAN OF MERGER (hereinafter called this\n\"Agreement\"), dated as of September 13, 2000, among Sohu.com Inc., a Delaware\n ---------\ncorporation (the \"Parent\"), Alpha Sub Inc., a California corporation and a\n                  ------\nwholly-owned subsidiary of the Parent (the \"Merger Sub\"), and ChinaRen, Inc., a\n                                            ----------\nCalifornia corporation (the \"Company\", the Company and the Merger Sub sometimes\n                             -------\nbeing hereinafter collectively referred to as the \"Constituent Corporations.\")\n                                                   ------------------------\n\n                                    RECITALS\n\n                  WHEREAS, the respective boards of directors of each of the\nParent and the Company have approved, and the Parent as sole stockholder of the\nMerger Sub has approved, the merger of the Merger Sub with and into the Company\n(the \"Merger\") and approved the Merger upon the terms and subject to the\n      ------\nconditions set forth in this Agreement;\n\n                  WHEREAS, it is intended that, for Federal income tax purposes,\nthe Merger shall qualify as a reorganization under the provisions of Section\n368(a) of the Internal Revenue Code of 1986, as amended (the \"Code\"), and the\n                                                              ----\nrules and regulations promulgated thereunder; and\n\n                  WHEREAS, the Company, the Parent and the Merger Sub desire to\nmake certain representations, warranties, covenants and agreements in connection\nwith this Agreement.\n\n                  NOW, THEREFORE, in consideration of the premises, and of the\nrepresentations, warranties, covenants and agreements contained herein, the\nparties hereto agree as follows:\n\n                                   ARTICLE I\n\n                       The Merger; Closing; Effective Time\n\n                  1.1. The Merger. Upon the terms and subject to the conditions\n                       ----------\nset forth in this Agreement, at the Effective Time (as defined in Section 1.3)\nthe Merger Sub shall be merged with and into the Company and the separate\ncorporate existence of the Merger Sub shall thereupon cease. The Company shall\nbe the surviving corporation in the Merger (sometimes hereinafter referred to as\nthe \"Surviving Corporation\") and shall continue to be governed by the laws of\n     ---------------------\nthe State of California, and the separate corporate existence of the Company\nwith all its rights, privileges, immunities, powers and franchises shall\ncontinue unaffected by the Merger, except as set forth in Article II. The\n\n \nMerger shall have the effects specified in the California Corporations Code, as\namended (the \"CACC\").\n              ----\n\n                  1.2. Closing. The closing of the Merger (the \"Closing\") shall\n                       -------                                  -------\ntake place (i) at the offices of Sullivan &amp; Cromwell, Suite 501, China World\nTrade Center Tower 1, No. 1, Jianguomenwai Avenue, Beijing 100004, People's\nRepublic of China (\"PRC\") at 10:00 A.M. on the first business day on which the\n                    ---\nlast to be fulfilled or waived of the conditions set forth in ArticleVII (other\nthan those conditions that by their nature are to be satisfied at the Closing,\nbut subject to the fulfillment or waiver of those conditions) shall be satisfied\nor waived in accordance with this Agreement or (ii) at such other place and time\nand\/or on such other date as the Company and the Parent may agree in writing\n(the \"Closing Date\").\n      ------------\n\n                  1.3. Effective Time. As soon as practicable following the\n                       --------------\nClosing, the Company and the Parent will cause an Agreement of Merger (the\n\"Agreement of Merger\") to be executed, acknowledged and filed with the Secretary\n -------------------\nof State of California as provided in Section 1107 of the CACC. The Merger shall\nbecome effective at the time when the Agreement of Merger has been duly filed\nwith the Secretary of State of California (the \"Effective Time\").\n                                                --------------\n\n                                  ARTICLE II\n\n                     Articles of Incorporation and By-Laws\n                         of the Surviving Corporation\n\n                  2.1. The Articles of Incorporation. The articles of\n                       -----------------------------\nincorporation of the Merger Sub as in effect immediately prior to the Effective\nTime shall be the articles of incorporation of the Surviving Corporation (the\n\"Charter\"), until duly amended as provided therein or by applicable law.\n -------\n\n                  2.2. The By-Laws. The by-laws of the Merger Sub in effect at\n                       -----------\nthe Effective Time shall be the by-laws of the Surviving Corporation (the \"By-\n                                                                           ---\nLaws\"), until thereafter amended as provided therein or by applicable law.\n----\n\n                                  ARTICLE III\n\n                            Officers and Directors\n                         of the Surviving Corporation\n\n                  3.1. Directors. The directors of the Merger Sub at the\n                       ---------\nEffective Time shall, from and after the Effective Time, be the directors of the\nSurviving Corporation until their successors have been duly elected or appointed\nand qualified or until their earlier death, resignation or removal in accordance\nwith the Charter and the By-Laws.\n\n                  3.2. Officers. The officers of the Company at the Effective\n                       --------\nTime shall, from and after the Effective Time, be the officers of the Surviving\nCorporation until their\n\n                                      -2-\n\n \nsuccessors have been duly elected or appointed and qualified or until their\nearlier death, resignation or removal in accordance with the Charter and the\nBy-Laws.\n\n                                  ARTICLE IV\n\n                    Effect of the Merger on Capital Stock;\n                           Exchange of Certificates\n\n                  4.1. Effect on Capital Stock. At the Effective Time, as a\n                       -----------------------\nresult of the Merger and without any action on the part of the holder of any\ncapital stock of the Company:\n\n                  (a)  Merger Consideration.\n                       --------------------\n\n                  (i) The total number of shares of Common Stock, par value\nUS$0.001 per share, of the Parent (\"Parent Common Stock\"), to be issued in\n                                    -------------------\nconnection with the Merger, subject to any adjustment pursuant to Section\n4.1(b), shall be equal to 4,366,835 shares (the \"Merger Consideration\").\n                                                 --------------------\n\n                  (ii) Each share of (A) Common Stock, no par value, of the\nCompany (\"Common Stock\"), (B) Series A Preferred Stock, no par value, of the\n          ------------\nCompany (\"Series A Preferred\") and (C) Series B Preferred Stock, no par value,\n          ------------------\nof the Company (\"Series B Preferred\", and together with the Common Stock and the\n                 ------------------\nSeries A Preferred, each a \"Share\" and collectively the \"Shares\") issued and\n                            -----                        ------\noutstanding prior to the Effective Time, in each case other than Shares owned by\nthe Parent, the Merger Sub or any other direct or indirect subsidiary of the\nParent (collectively, the \"Parent Companies\") or Shares that are owned by the\n                           ----------------\nCompany or any direct or indirect subsidiary of the Company and in each case not\nheld on behalf of third parties or Shares (\"Dissenting Shares\") that are owned\n                                            -----------------\nby shareholders (\"Dissenting Shareholders\") exercising appraisal rights pursuant\n                  -----------------------\nto Section 1300 of the CACC (each, an \"Excluded Share\" and collectively,\n                                       --------------\n\"Excluded Shares\"), shall be converted into, and become exchangeable for shares\n ---------------\nof Parent Common Stock in accordance with Section 4.1(e) below. At the Effective\nTime, all Shares shall no longer be outstanding and shall be cancelled and\nretired and shall cease to exist, and each certificate (a \"Certificate\")\n                                                           -----------\nformerly representing any of such Shares (other than Excluded Shares) shall\nthereafter represent only the right to a portion of the Merger Consideration and\nthe right, if any, to receive pursuant to Section 4.2(d) cash in lieu of\nfractional shares into which such Shares have been converted pursuant to this\nSection 4.1 and any distribution or dividend pursuant to Section 4.2(b). At the\nEffective Time, each warrant outstanding to purchase Series B Preferred shall no\nlonger be outstanding and shall be cancelled and retired and shall cease to\nexist.\n\n                  (b) Merger Consideration Adjustments.\n                      --------------------------------\n\n                  (i) The Merger Consideration shall be adjusted on the Closing\nDate by an amount equal to the Adjustment Amount (as defined below). If the\nAdjustment Amount is positive, the Merger Consideration shall be increased by\nsuch Adjustment Amount. If the Adjustment Amount is negative, the Merger\nConsideration shall be\n\n                                      -3-\n\n \nreduced by such Adjustment Amount. For purposes of this Section 4.1(b): (A)\n\"Adjustment Amount\" shall be determined by dividing the sum of the Loan\n -----------------\nRepayment Amount (as defined below) and the Balance of Legal Fees (as defined\nbelow) by US$6.63; (B) \"Loan Repayment Amount\" shall be equal to the U.S. dollar\n                        ---------------------\nequivalent of the total amount (calculated based on the noon buying rate in The\nCity of New York on the date that is three days prior to the Closing Date for\ncable transfers in Renminbi, as certified for custom purposes by the Federal\nReserve Bank of New York) repaid in accordance with the laws of the PRC to\nSandhill Information Technology (Beijing) Co. Ltd., as of the date three days\nprior to the Closing Date, by or on behalf of Yunfan Zhou, Yan Zhou and Xiaohua\nLin under the Loan Agreement, dated April 25, 2000, among Yunfan Zhou, Yan Zhou,\nXiaohua Lin and Sandhill Information Technology (Beijing) Co. Ltd.; and (C)\n\"Balance of Legal Fees\" shall be determined by subtracting the estimated fees\n ---------------------\nand expenses of counsel for the Company in connection with the Merger (as set\nforth in an invoice from such counsel to the Parent dated three days prior to\nthe Closing Date) from US$500,000.\n\n                  (ii) All adjustments to the Merger Consideration pursuant to\nSection 4.1(b) shall be finally determined by no later than the third day\npreceding the Closing Date.\n\n                  (c) Cancellation of Shares. Each Excluded Share shall, by\n                      ----------------------\nvirtue of the Merger and without any action on the part of the holder thereof,\ncease to be outstanding, shall be cancelled and retired without payment of any\nconsideration therefor, except as required pursuant to Section 4.4, and shall\ncease to exist.\n\n                  (d) Merger Sub. At the Effective Time, each share of Common\n                      ----------\nStock, par value $0.001 per share, of the Merger Sub issued and outstanding\nimmediately prior to the Effective Time shall be converted into one share of\ncommon stock of the Surviving Corporation.\n\n                  (e) Exchange Ratios.\n                      ---------------\n\n                  (i) Each share of Common Stock shall be converted into, and\nbecome exchangeable for, a fraction of a share of Parent Common Stock determined\npursuant to the Common Stock Exchange Ratio (as defined below). For the purposes\nof this clause (i), \"Common Stock Exchange Ratio\" means:\n                     ---------------------------\n\n                  (A) the Merger Consideration (as adjusted pursuant to Section\n4.1(b)) (the \"Adjusted Merger Consideration\") minus the sum of (I) the Series A\n              -----------------------------\nLiquidation Preference Ratio (as defined below) multiplied by the total number\nof shares of Series A Preferred less any Excluded Shares thereof, and (II) the\nSeries B Liquidation Preference Ratio (as defined below) multiplied by the total\nnumber of shares of Series B Preferred less any Excluded Shares thereof;\n\n                  (B) divided by the sum of (I) the total number of shares of\nCommon Stock less any Excluded Shares thereof, (II) the total number of shares\nof Series A\n\n                                      -4-\n\n \nPreferred less any Excluded Shares thereof and (III) 1.20 divided by 0.90\nmultiplied by the total number of shares of Series B Preferred less any Excluded\nShares thereof.\n\n                  (ii) Each share of Series A Preferred shall be converted into,\nand become exchangeable for, a fraction of a share of Parent Common Stock\ndetermined pursuant to the Series A Preferred Exchange Ratio (as defined below).\nFor the purposes of this clause (ii), \"Series A Preferred Exchange Ratio\" means\n                                       ---------------------------------\nthe Common Stock Exchange Ratio plus the Series A Liquidation Preference Ratio.\nThe \"Series A Liquidation Preference Ratio\" means 0.10 divided by the Parent\n     -------------------------------------\nShare Price (as defined below).\n\n                  (iii) Each share of Series B Preferred shall be converted\ninto, and become exchangeable for, a fraction of a share of Parent Common Stock\ndetermined pursuant to the Series B Preferred Exchange Ratio (as defined below).\nFor the purposes of this clause (iii), \"Series B Preferred Exchange Ratio\" means\n                                        ---------------------------------\nthe sum of (A) 1.20 divided by 0.90 multiplied by the Common Stock Exchange\nRatio and (B) the Series B Liquidation Preference Ratio. The \"Series B\n                                                              --------\nLiquidation Preference Ratio\" means 1.20 divided by the Parent Share Price.\n----------------------------\n\n                  (iv) \"Parent Share Price\" means the average closing price of\n                        ------------------\nParent Common Stock on Nasdaq over the thirty-day period ending three days prior\nto the Closing Date.\n\n                  4.2. Exchange of Certificates for Shares.\n                       -----------------------------------\n\n                  (a) At Closing. At the Closing and subject to the terms of the\n                      ----------\nEscrow Agreement, upon receipt of the certificates (or affidavits of loss in\nlieu thereof) representing the Shares, the Parent or the Merger Sub shall\ndeliver to each holder of Shares in exchange therefor for a certificate for the\nnumber of shares of Parent Common Stock to which such holder is entitled\npursuant to Section 4.1 and a check representing any cash payment in lieu of\nfractional shares pursuant to Section 4.2(d). Certificates representing the\nshares of Parent Common Stock to be issued pursuant to Section 4.1 shall include\nan appropriate Securities Act of 1933 legend (Rule 144 legend) providing that\nthe stock evidenced by the certificates are restricted certificates. Any\ncertificates not delivered at the Closing may be delivered to Parent and Parent\nshall promptly exchange such certificates for shares of Parent Common Stock and\ncash consideration for fractional shares as described above. Notwithstanding the\nforegoing, none of the Parent, the Surviving Corporation or any other Person\nshall be liable to any former holder of Shares for any amount properly delivered\nto a public official pursuant to applicable abandoned property, escheat or\nsimilar laws.\n\n                  (b) Distributions with Respect to Unexchanged Shares;\n                      -------------------------------------------------\nVoting. (i) All shares of Parent Common Stock to be issued pursuant to the\n------\nMerger shall be deemed issued and outstanding as of the Effective Time and\nwhenever a dividend or other distribution is declared by the Parent in respect\nof the Parent Common Stock, the record date for which is at or after the\nEffective Time, that declaration shall include dividends or other distributions\nin respect of all shares issuable pursuant to this Agreement. No\n\n                                      -5-\n\n \ndividends or other distributions in respect of Parent Common Stock shall be paid\nto any holder of any unsurrendered Certificate until such Certificate is\nsurrendered for exchange in accordance with this Article IV. Subject to the\neffect of applicable laws, following surrender of any such Certificate, there\nshall be issued and\/or paid to the holder of the certificates representing whole\nshares of Parent Common Stock issued in exchange therefor, without interest, (A)\nat the time of such surrender, the dividends or other distributions with a\nrecord date after the Effective Time theretofore payable with respect to such\nwhole shares of Parent Common Stock and not paid and (B) at the appropriate\npayment date, the dividends or other distributions payable with respect to such\nwhole shares of Parent Common Stock with a record date after the Effective Time\nbut with a payment date subsequent to surrender.\n\n                  (ii) Holders of unsurrendered Certificates shall be entitled\nto vote after the Effective Time at any meeting of Parent stockholders the\nnumber of whole shares of Parent Common Stock represented by such Certificates,\nregardless of whether such holders have exchanged their Certificates.\n\n                  (c) Transfers. After the Effective Time, there shall be no\n                      ---------\ntransfers on the stock transfer books of the Company of the Shares that were\noutstanding immediately prior to the Effective Time.\n\n                  (d) Fractional Shares. Notwithstanding any other provision of\n                      -----------------\nthis Agreement, no fractional shares of Parent Common Stock will be issued and\nany holder of Shares entitled to receive a fractional share of Parent Common\nStock but for this Section 4.2(d) shall be entitled to receive a cash payment in\nlieu thereof, which payment shall represent an amount equal to the fractional\nshare (rounded to the nearest one hundredth of a share) multiplied by the\nclosing price of Parent Common Stock on NASDAQ on the trading day immediately\nprior to the Closing Date.\n\n                  (e) Lost, Stolen or Destroyed Certificates. In the event any\n                      --------------------------------------\nCertificate shall have been lost, stolen or destroyed, upon the making of an\naffidavit of that fact by the Person claiming such Certificate to be lost,\nstolen or destroyed and, if required by the Parent, the posting by such Person\nof a bond in customary amount as indemnity against any claim that may be made\nagainst it with respect to such Certificate, the Parent will issue in exchange\nfor such lost, stolen or destroyed Certificate the shares of Parent Common Stock\nand any cash payable and any unpaid dividends or other distributions in respect\nthereof pursuant to Section 4.2(b) upon due surrender of and deliverable in\nrespect of the Shares represented by such Certificate pursuant to this\nAgreement.\n\n                  4.3. Stock Options. At the Effective Time, each outstanding\n                       -------------\noption to purchase shares of Common Stock (an \"Option\"), whether vested or\nunvested, shall be assumed by the Parent and shall constitute an option to\nacquire, on the same terms and conditions as were applicable under such Option,\nthe number of shares of Parent Common Stock as if each share underlying such\noption were exchanged for Parent Common Stock pursuant to Section 4.1(e) (i)\n(rounded up to the nearest whole number), at a price per share (rounded down to\nthe nearest whole cent) equal to (y) the aggregate exercise price for the shares\nof Common Stock otherwise purchasable pursuant to such\n\n                                      -6-\n\n \nOption divided by (z) the number of full shares of Parent Common Stock deemed\npurchasable pursuant to such Option in accordance with the foregoing; provided,\n                                                                      --------\nhowever, that in the case of any Option to which Section 422 of the Code\n-------\napplies, the option price, the number of shares purchasable pursuant to such\noption and the terms and conditions of exercise of such option shall be\ndetermined in accordance with the foregoing, with the exceptions that the number\nof shares of Parent Common Stock shall be rounded down to the nearest whole\nshare and the purchase price per share shall be rounded up to the nearest cent,\nand further subject to such adjustments as are necessary in order to satisfy the\nrequirements of Section 424(a) of the Code and the regulations promulgated\nthereunder. At or prior to the Effective Time, the Company shall make all\nnecessary arrangements to permit the assumption of the unexercised Options by\nthe Parent pursuant to this Section.\n\n                  4.4. Dissenters' Rights. (a) Notwithstanding any provision of\n                       ------------------\nthis Agreement to the contrary, Dissenting Shares shall not be converted into or\nrepresent a right to receive Parent Common Stock pursuant to Section 4.1 hereof,\nbut the holder thereof shall be entitled to only such rights as are granted by\nthe CACC.\n\n                  (b) If any holder of Shares who demands appraisal of such\nholder's Shares under the CACC effectively withdraws or loses (through failure\nto perfect or otherwise), such holder's right to appraisal, then as of the\nEffective Time or the occurrence of such event, whichever later occurs, such\nholder's Shares shall automatically be converted into and represent only the\nright to receive Parent Common Stock as provided in Section 4.1(a) hereof,\nwithout interest, upon surrender of the Certificate or Certificates representing\nsuch Shares pursuant to Section 4.4 hereof.\n\n                  (c) The Company shall give Parent (i) prompt notice of any\nwritten demands for appraisal or payment of the fair value of any Shares,\nwithdrawals of such demands, and any other instruments served on the Company\npursuant to the CACC received by the Company, and (ii) the opportunity to direct\nall negotiations and proceedings with respect to demands for appraisal under the\nCACC. Except with the prior written consent of the Parent, the Company shall not\nvoluntarily make any payments with respect to any demands for appraisal, settle\nor offer to settle such demands. Any payment in respect of shares pursuant to\nthe CACC shall be made by the Company out of its assets.\n\n                  4.5. Adjustments to Prevent Dilution. In the event that the\n                       -------------------------------\nCompany changes the number of Shares or securities convertible or exchangeable\ninto or exercisable for Shares, or the Parent changes the number of shares of\nParent Common Stock or securities convertible or exchangeable into or\nexercisable for shares of Parent Common Stock, issued and outstanding prior to\nthe Effective Time as a result of a reclassification, stock split (including a\nreverse split), stock dividend or distribution, recapitalization, merger,\nsubdivision, issuer tender or exchange offer, or other similar transaction, the\nMerger Consideration shall be equitably adjusted.\n\n                  4.6. Escrow Stock. Except for the shares of Parent Common\n                       ------------\nStock to be issued to the Founders (as defined below) pursuant to Article IV in\nexchange for the\n\n                                      -7-\n\n \nissued and outstanding shares of Series A Preferred owned by the Founders prior\nto the Effective Time, the shares of Parent Common Stock to be issued to Joseph\nChen, Nick Yang and Yunfan Zhou, each a founding shareholder of the Company\n(each a \"Founder\" and collectively the \"Founders\"), pursuant to Article IV\n         -------                        --------\nshall, upon issuance, be withheld from the Founders and placed in escrow\n(\"Escrow Stock\") for one year after the date of issuance (the \"Escrow Period\"),\n  ------------                                                 -------------\nall pursuant to the terms and conditions of an escrow agreement among the\nParent, the Surviving Corporation, the Founders and an escrow agent designated\nby the Parent and reasonably acceptable to the Company (the \"Escrow Agent\"), in\n                                                             ------------\na form reasonably satisfactory to the parties thereto and containing the\nprincipal terms set forth in Exhibit 4.6 attached hereto (the \"Escrow\n                                                               ------\nAgreement\"). The Escrow Stock shall serve as security for the performance of (i)\n---------\nthe indemnity obligations of the Founders under Article IX and (ii) the\nobligations of the Founders under the employment agreements to be entered into\nwith the Parent and described in Section 7.2(g). The Escrow Stock shall be\ndeposited in escrow together with the related stock powers endorsed in blank.\nThe fees of the Escrow Agent shall be paid by the Parent.\n\n                                   ARTICLE V\n\n                        Representations and Warranties\n\n                  5.1. Representations and Warranties of the Company. Except as\n                       ---------------------------------------------\nset forth in the corresponding sections or subsections of the disclosure letter,\ndated the date hereof, delivered to the Parent by the Company on or prior to\nentering into this Agreement (the \"Company Disclosure Letter\"), the Company\n                                   -------------------------\nhereby represents and warrants to the Parent and the Merger Sub that:\n\n                  (a) Organization, Good Standing and Qualification. Each of the\n                      ---------------------------------------------\nCompany and its Subsidiaries is a corporation duly organized, validly existing\nand in good standing under the laws of its respective jurisdiction of\norganization and has all requisite corporate or similar power and authority to\nown and operate its properties and assets and to carry on its business as\npresently conducted and is qualified to do business and is in good standing as a\nforeign corporation in each jurisdiction where the ownership or operation of its\nassets or properties or conduct of its business requires such qualification,\nexcept where the failure to be so organized, qualified or in good standing, or\nto have such power or authority when taken together with all other such\nfailures, could have a Company Material Adverse Effect (as defined below). The\nCompany has made available to Parent a complete and correct copy of the\nCompany's and its Subsidiaries' certificates of incorporation and by-laws, each\nas amended to date. The Company's and its Subsidiaries' certificates of\nincorporation and by-laws so delivered are in full force and effect. Section\n5.1(a) of the Company Disclosure Letter contains a correct and complete list of\neach jurisdiction where the Company and each of its Subsidiaries is organized\nand qualified to do business.\n\n                  As used in this Agreement, the term (i) \"Subsidiary\" means,\n                                                           ----------\nwith respect to the Company, Parent or the Merger Sub, as the case may be, any\nentity, whether incorporated or unincorporated, of which at least a majority of\nthe securities or ownership\n\n                                      -8-\n\n \ninterests having by their terms ordinary voting power to elect a majority of the\nboard of directors or other persons performing similar functions is directly or\nindirectly owned or controlled by such party or by one or more of its respective\nSubsidiaries or by such party and any one or more of its respective Subsidiaries\nand (ii) \"Company Material Adverse Effect\" means a material adverse effect on\n          -------------------------------\nthe financial condition, properties, prospects, business or results of\noperations of the Company and its Subsidiaries taken as a whole; provided,\n                                                                 --------\nhowever, that none of the following shall be deemed to constitute, and shall not\n-------\nbe taken into account in determining the occurrence of, a Company Material\nAdverse Effect: (a) any effect arising from or relating to general business or\neconomic conditions in the PRC which does not affect the Company in any\nmaterially disproportionate manner, or (b) any effect relating to or affecting\nthe Internet industry in the PRC, which does not affect the Company in a\ndisproportionate manner and (iii) any effect arising from or relating to the\nannouncement or pendency of the Merger.\n\n                  (b) Capital Structure. The authorized capital stock of the\n                      -----------------\nCompany is 28,000,000 shares consisting of 20,000,000 shares of Common Stock and\n8,000,000 shares of Preferred Stock (the \"Preferred Shares\"). There are two\n                                          ----------------\nclasses of Preferred Stock designated in the Company's Amended and Restated\nArticles of Incorporation: (i) the Series A Preferred, which consists of\n2,540,000 shares and (ii) the Series B Preferred which consists of 4,849,167\nshares. As of the date of this Agreement, there were outstanding 7,640,037\nshares, of Common Stock 2,540,000 shares of Series A Preferred and 3,849,167\nshares of Series B Preferred. All of the outstanding shares of Common Stock and\nPreferred Shares have been duly authorized and are validly issued, fully paid\nand nonassessable. Other than shares of Common Stock reserved for issuance for\n(i) Options under the Company's 1999 Stock Option Plan, (ii) conversion of\nPreferred Shares and (iii) conversion of that certain loan under the Bridge Loan\nAgreement, dated as of April 19, 2000, among the Company and certain persons\n(the \"Convertible Loan\"), the Company has no shares reserved for issuance. Other\n      ----------------\nthan with respect to warrants to purchase 1,000,000 shares of Series B Preferred\n(the \"Warrants\"), the Company has no Preferred Shares reserved for issuance. The\n      --------\nCompany Disclosure Letter contains a correct and complete list of each\noutstanding Option, including the holder, date of grant, exercise price and\nnumber of shares of Common Stock subject thereto. Each of the outstanding shares\nof capital stock or other securities of each of the Company's Subsidiaries is\nduly authorized, validly issued, fully paid and nonassessable and owned by the\nCompany, free and clear of any lien, pledge, security interest, claim or other\nencumbrance. Except with respect to the Options, the Preferred Shares, the\nWarrants, and the Convertible Loan, there are no preemptive or other outstanding\nrights, options, warrants, conversion rights, stock appreciation rights,\nredemption rights, repurchase rights, agreements, arrangements, calls,\ncommitments or rights of any kind that obligate the Company or any of its\nSubsidiaries to issue or sell any shares of capital stock or other securities of\nthe Company or any of its Subsidiaries or any securities or obligations\nconvertible or exchangeable into or exercisable for, or giving any Person a\nright to subscribe for or acquire, any securities of the Company or any of its\nSubsidiaries, and no securities or obligations evidencing such rights are\nauthorized, issued or outstanding. Other than the Convertible Loan, the Company\ndoes not have outstanding any bonds, debentures, notes or other obligations the\nholders of which have the right to vote (or\n\n                                      -9-\n\n \nconvertible into or exercisable for securities having the right to vote) with\nthe shareholders of the Company on any matter (\"Voting Debt\").\n                                                -----------\n\n                  (c) Corporate Authority; Approval and Fairness.\n                      ------------------------------------------\n\n                  (i) The Company has all requisite corporate power and\nauthority and has taken all corporate action necessary in order to execute,\ndeliver and perform its obligations under this Agreement and to consummate,\nsubject only to approval of this Agreement by the holders of a majority of the\noutstanding shares of Common Stock voting separately as a single class, (x) a\nmajority of the outstanding Series A Preferred voting separately as a single\nclass, (y) a majority of the outstanding Series B Preferred voting separately as\na single class and (z) the holders of eighty percent of the shares of Common\nStock and Preferred Shares voting together as a single class (collectively, the\n\"Company Requisite Vote\"), the Merger. This Agreement is a valid and binding\n ----------------------\nagreement of the Company enforceable against the Company in accordance with its\nterms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,\nmoratorium and similar laws of general applicability relating to or affecting\ncreditors' rights and to general equity principles (the \"Bankruptcy and Equity\n                                                         ---------------------\nException\").\n---------\n\n                  (ii) The board of directors of the Company has unanimously\napproved this Agreement and the Merger and the other transactions contemplated\nhereby.\n\n                  (d) Governmental Filings; No Violations; Certain Contracts.\n                      ------------------------------------------------------\n\n                  (i) Other than the filings and\/or notices pursuant to Section\n1.3, to the knowledge of the Company, no notices, reports or other filings are\nrequired to be made by the Company with, nor are any consents, registrations,\napprovals, permits or authorizations required to be obtained by the Company\nfrom, any governmental or regulatory authority, agency, commission, body or\nother governmental entity (\"Governmental Entity\"), in connection with the\n                            -------------------\nexecution and delivery of this Agreement by the Company and the consummation by\nthe Company of the Merger and the other transactions contemplated hereby, except\nthose that the failure to make or obtain are not, individually or in the\naggregate, reasonably likely to have a Company Material Adverse Effect or\nprevent, materially delay or materially impair the ability of the Company to\nconsummate transactions contemplated by this Agreement.\n\n                  (ii) The execution, delivery and performance of this Agreement\nby the Company do not, and the consummation by the Company of the Merger and the\nother transactions contemplated hereby will not, constitute or result in (A) a\nbreach or violation of, or a default under, the certificate or by-laws of the\nCompany or the comparable governing instruments of any of its Subsidiaries, (B)\na breach or violation of, or a default under, the acceleration of any\nobligations or the creation of a lien, pledge, security interest or other\nencumbrance on the assets of the Company or any of its Subsidiaries (with or\nwithout notice, lapse of time or both) pursuant to, any agreement, lease,\nlicense, contract, note, mortgage, indenture, arrangement or other obligation\n(\"Contracts\") binding upon the Company or any of its Subsidiaries or any Law (as\n  ---------\ndefined in Section 5.1(i)) or governmental or non-governmental permit or license\nto which the\n\n                                     -10-\n\n \nCompany or any of its Subsidiaries is subject or (C) any change in the rights or\nobligations of any party under any of the Contracts, except, in the case of\nclause (B) or (C) above, for any breach, violation, default, acceleration,\ncreation or change that, individually or in the aggregate, is not reasonably\nlikely to have a Company Material Adverse Effect or prevent, materially delay or\nmaterially impair the ability of the Company to consummate the transactions\ncontemplated by this Agreement Section 5.1(d) of the Company Disclosure Letter\nsets forth a correct and complete list of Contracts of the Company and its\nSubsidiaries pursuant to which consents or waivers are or may be required prior\nto consummation of the transactions contemplated by this Agreement (whether or\nnot subject to the exception set forth with respect to clauses (B) and (C)\nabove).\n\n     (iii) Neither the Company nor any of its Subsidiaries is a party to or\nbound by any non-competition Contracts or other Contract that purports to limit\nin any material respect either the type of business in which the Company or its\nSubsidiaries (or, after giving effect to the Merger, the Parent or its\nSubsidiaries) may engage or the manner or locations in which any of them may so\nengage in any business.\n\n     (e) Company Reports; Financial Statements. The Company has delivered to the\n         -------------------------------------\nParent each report or information statement prepared by it since December 31,\n1999 (the \"Audit Date\"), (collectively, the \"Company Reports\"). The Company\n           ----------                        ---------------\nReports include (i) the financial statements for Sandhill Information Technology\n(Beijing) Co. Ltd. (\"Sandhill\"), including a balance sheet dated December 31,\n                     --------\n1999 and an income statement for the period from inception through December 31,\n1999, as audited by Arthur Andersen together with an unaudited balance sheet of\nSandhill, dated as of August 31, 2000, and an unaudited income statement for\nSandhill for the eight months ended August 31, 2000 (collectively, the \"Sandhill\n                                                                        --------\nReports\"), and (ii) certain financial information concerning revenues, expenses,\n-------\nassets and liabilities of the Company, including unaudited consolidated and\nunconsolidated balance sheets of the Company as June 30, 2000 and unconsolidated\nand consolidated income statements of the Company for the six months ended June\n30, 2000, (collectively, the \"US Reports\"). As of their respective dates, (or,\n                              ----------\nif amended, as of the date of such amended) the Company Reports did not contain\nany untrue statement of a material fact or omit to state a material fact\nrequired to be stated therein or necessary to make the statements made therein,\nin light of the circumstances in which they were made, not misleading. The US\nReports were not prepared in accordance with generally accepted accounting\nprinciples, but do provide disclosure of all material items of revenue and\nexpense and all material assets and liabilities of the Company on an\nunconsolidated basis. Each of the consolidated balance sheets included in or\nincorporated by reference into the Sandhill Reports (including the related notes\nand schedules) fairly presents, or will fairly present, the consolidated\nfinancial position of Sandhill as of its date and each of the consolidated\nstatements of income and of changes in financial position included in or\nincorporated by reference into the Sandhill Reports (including any related notes\nand schedules) fairly presents, or will fairly present, the results of\noperations, retained earnings and changes in financial position, as the case may\nbe, of Sandhill for the periods set forth therein (subject, in the case of\nunaudited statements, to notes and normal year-end audit adjustments that will\nnot be material in amount or effect), in each case in accordance with \n\n                                      -11-\n\n \ngenerally accepted accounting principles in the PRC consistently applied during\nthe periods involved, except as may be noted therein.\n\n     (f) Absence of Certain Changes. Except as disclosed in the Company Reports\n         --------------------------\nprovided to the Parent prior to the date hereof, since the Audit Date the\nCompany and its Subsidiaries have conducted their respective businesses only in,\nand have not engaged in any material transaction other than according to, the\nordinary and usual course of such businesses and there has not been (i) any\nchange in the financial condition, properties, prospects, business or results of\noperations of the Company and its Subsidiaries or any development or combination\nof developments of which management of the Company has knowledge that,\nindividually or in the aggregate, has had or is reasonably likely to have a\nCompany Material Adverse Effect; (ii) any material damage, destruction or other\ncasualty loss with respect to any material asset or property owned, leased or\notherwise used by the Company or any of its Subsidiaries, whether or not covered\nby insurance; (iii) any declaration, setting aside or payment of any dividend or\nother distribution in cash, stock or property in respect of the capital stock of\nthe Company, except for dividends or other distributions on its capital stock\npublicly announced prior to the date hereof and except as expressly permitted\nhereby; or (iv) any change by the Company in accounting principles, practices or\nmethods. Since the Audit Date, except as provided for herein or as disclosed in\nthe Company Reports delivered to Parent prior to the date hereof, there has not\nbeen any increase in the compensation payable or that could become payable by\nthe Company or any of its Subsidiaries to officers or key employees or any\namendment of any of the Company Compensation and Benefit Plans (as defined\nbelow).\n\n     (g) Litigation and Liabilities. Except as disclosed in the Company Reports\n         --------------------------\nprovided to the Parent prior to the date hereof, there are no (i) civil,\ncriminal or administrative actions, suits, claims, hearings, investigations or\nproceedings pending or, to the knowledge of the officers of the Company,\nthreatened against the Company or any of its Subsidiaries or (ii) obligations or\nliabilities, whether or not accrued, contingent or otherwise and whether or not\nrequired to be disclosed, including those relating to environmental and\noccupational safety and health matters, or any other facts or circumstances of\nwhich the executive officers of the Company has knowledge that could result in\nany claims against, or obligations or liabilities of, the Company or any of its\nSubsidiaries, except for those that are not, individually or in the aggregate,\nreasonably likely to have a Company Material Adverse Effect or prevent or\nmaterially burden or materially impair the ability of the Company to consummate\nthe transactions contemplated by this Agreement.\n\n     (h) Employee Benefits.\n         -----------------\n\n     (i) Neither the Company nor any of its Subsidiaries has maintained or\ncontributed to an employee benefit plan within the meaning of Section 3(3) of\nthe Employee Retirement Income Security Act of 1974, as amended (\"ERISA\"), and\n                                                                  -----\nwhich is subject to Title I of ERISA.\n\n                                      -12-\n\n \n     (ii) A copy of each bonus, deferred compensation, pension, retirement,\nprofit-sharing, thrift, savings, employee stock ownership, stock bonus, stock\npurchase, restricted stock, stock option, employment, termination, severance,\ncompensation, medical, health or other plan, agreement, policy or arrangement\nthat covers employees, directors, former employees or former directors of the\nCompany and its Subsidiaries (the \"Compensation and Benefit Plans\") and any\n                                   ------------------------------\ntrust agreement or insurance contract forming a part of such Compensation and\nBenefit Plans has been made available to the Parent prior to the date hereof.\nThe Compensation and Benefit Plans are listed in Section 5.1(h) of the Company\nDisclosure Letter and any \"change of control\" or similar provisions therein are\nspecifically identified in Section 5.1(h) of the Company Disclosure Letter.\n\n     (iii) Neither the Company nor its Subsidiaries have any obligations for\nretiree health and life benefits under any Compensation and Benefit Plan, except\nas set forth in the Company Disclosure Letter. The Company or its Subsidiaries\nmay amend or terminate any such plan under the terms of such plan at any time\nwithout incurring any material liability thereunder.\n\n     (iv) The consummation of the Merger and the other transactions contemplated\nby this Agreement will not (x) entitle any employees of the Company or its\nSubsidiaries to severance pay, (y) accelerate the time of payment or vesting or\ntrigger any payment of compensation or benefits under, increase the amount\npayable or trigger any other material obligation pursuant to, any of the\nCompensation and Benefit Plans or (z) result in any breach or violation of, or a\ndefault under, any of the Compensation and Benefit Plans.\n\n     (v) All Compensation and Benefit Plans covering current or former non-U.S.\nemployees or former employees of the Company and its Subsidiaries comply in all\nmaterial respects with applicable local law. The Company and its Subsidiaries\nhave no material unfunded liabilities with respect to any \"employee pension\nbenefit plan\" within the meaning of Section 3(2) of ERISA that covers such\nnon-U.S. employees.\n\n     (i) Compliance with Laws; Permits. Except as set forth in the Company\n         -----------------------------\nReports filed prior to the date hereof, the businesses of each of the Company\nand its Subsidiaries have not been, and are not being, conducted in violation of\nany U.S. Federal, state or local or other foreign law, statute, ordinance, rule,\nregulation, judgment, order, injunction, decree, arbitration award, agency\nrequirement, license or permit of any Governmental Entity (collectively,\n\"Laws\"), except for violations or possible violations that, individually or in\n ----\nthe aggregate, are not reasonably likely to have a Company Material Adverse\nEffect or prevent or materially burden or materially impair the ability of the\nCompany to consummate the transactions contemplated by this Agreement. Except as\nset forth in the Company Reports filed prior to the date hereof, no\ninvestigation or review by any Governmental Entity with respect to the Company\nor any of its Subsidiaries is pending or, to the knowledge of the officers of\nthe Company, threatened, nor has any Governmental Entity indicated an intention\nto conduct the same. To the knowledge of the officers of the Company, no\nmaterial change is required in the Company's or any of its Subsidiaries'\nprocesses, properties or procedures in connection \n\n                                      -13-\n\n \nwith any such Laws, and the Company has not received any notice or communication\nof any material noncompliance with any such Laws that has not been cured as of\nthe date hereof. The Company and its Subsidiaries each has all permits,\nlicenses, franchises, variances, exemptions, orders and other governmental\nauthorizations, consents and approvals necessary to conduct its business as\npresently conducted except those the absence of which are not, individually or\nin the aggregate, reasonably likely to have a Company Material Adverse Effect or\nprevent or materially burden or materially impair the ability of the Company to\nconsummate the Merger and the other transactions contemplated by this Agreement.\n\n     (j) Takeover Statutes. No \"fair price,\" \"moratorium,\" \"control share\n         -----------------\nacquisition\" or other similar anti-takeover statute or regulation (each a\n\"Takeover Statute\") or any anti-takeover provision in the Company's articles of\n ----------------\nincorporation and by-laws is, or at the Effective Time will be, applicable to\nthe Company, the Shares, the Merger or the other transactions contemplated by\nthis Agreement.\n\n     (k) Tax Matters. As of the date hereof, neither the Company nor any of its\n         -----------\nSubsidiaries has taken or agreed to take any action, nor do the officers of the\nCompany have any knowledge of any fact or circumstance, that would prevent the\nMerger and the other transactions contemplated by this Agreement from qualifying\nas a \"reorganization\" within the meaning of Section 368(a) of the Code.\n\n     (l) Taxes. The Company and each of its Subsidiaries (i) have prepared in\ngood faith and duly and timely filed (taking into account any extension of time\nwithin which to file) all Tax Returns (as defined below) required to be filed by\nany of them and all such filed Tax Returns are complete and accurate in all\nmaterial respects; (ii) have paid all Taxes (as defined below) that are required\nto be paid or that the Company or any of its Subsidiaries are obligated to\nwithhold from amounts owing to any employee, creditor or third party, except\nwith respect to matters contested in good faith; and (iii) have not waived any\nstatute of limitations with respect to Taxes or agreed to any extension of time\nwith respect to a Tax assessment or deficiency. As of the date hereof, there are\nnot pending or, to the knowledge of the officers of the Company, threatened in\nwriting, any audits, examinations, investigations or other proceedings in\nrespect of Taxes or Tax matters. There are not, to the knowledge of the officers\nof the Company, any unresolved questions or claims concerning the Company's or\nany of its Subsidiaries' Tax liability that are reasonably likely to have a\nCompany Material Adverse Effect. Neither the Company nor any of its Subsidiaries\nhas any liability with respect to income, franchise or similar Taxes that\naccrued on or before December 31, 1999 in excess of the amounts accrued with\nrespect thereto that are reflected in the financial statements included in the\nCompany Reports filed on or prior to the date hereof.\n\n     As used in this Agreement, (i) the term \"Tax\" (including, with\n                                              ---\ncorrelative meaning, the terms \"Taxes\", and \"Taxable\") includes all U.S.\n                                -----        -------\nFederal, state and local, PRC and other foreign income, profits, franchise,\ngross receipts, environmental, customs duty, capital stock, severances, stamp,\npayroll, sales, employment, unemployment, disability, use, property,\nwithholding, excise, production, value added, occupancy and other taxes, duties\nor assessments of any nature whatsoever, together with all interest, \n\n                                      -14-\n\n \npenalties and additions imposed with respect to such amounts and any interest in\nrespect of such penalties and additions, and (ii) the term \"Tax Return\" includes\n                                                            ----------\nall returns and reports (including elections, declarations, disclosures,\nschedules, estimates and information returns) required to be supplied to a Tax\nauthority relating to Taxes.\n\n     (m) Labor Matters. Neither the Company nor any of its Subsidiaries is a\n         -------------\nparty to or otherwise bound by any collective bargaining agreement, contract or\nother agreement or understanding with a labor union or labor organization, nor,\nas of the date hereof, is the Company or any of its Subsidiaries the subject of\nany material proceeding asserting that the Company or any of its Subsidiaries\nhas committed an unfair labor practice or seeking to compel it to bargain with\nany labor union or labor organization nor is there pending or, to the knowledge\nof the officers of the Company, threatened, nor has there been for the past five\nyears, any labor strike, dispute, walk-out, work stoppage, slow-down or lockout\ninvolving the Company or any of its Subsidiaries.\n\n     (n) Intellectual Property.\n         ---------------------\n\n     (i) The Company and\/or each of its Subsidiaries owns, or is licensed or\notherwise possesses legally enforceable rights to use all patents, trademarks,\ntrade names, service marks, copyrights, and any applications therefor,\ntechnology, know-how, computer software programs or applications, and tangible\nor intangible proprietary information or materials that are used in the business\nof the Company and its Subsidiaries as currently conducted, except for any such\nfailures to own, be licensed or possess that, individually or in the aggregate,\nare not reasonably likely to have a Company Material Adverse Effect, and to the\nknowledge of the officers of the Company all patents, trademarks, trade names,\nservice marks and copyrights held by the Company and\/or its Subsidiaries are\nvalid and subsisting.\n\n     (ii) Except as disclosed in Company Reports provided to the Parent prior to\nthe date hereof or as is not reasonably likely to have a Company Material\nAdverse Effect:\n\n     (A) the Company is not, nor will it be as a result of the execution and\ndelivery of this Agreement or the performance of its obligations hereunder, in\nmaterial violation of any licenses, sublicenses and other agreements as to which\nthe Company is a party and pursuant to which the Company is authorized to use\nany third-party patents, trademarks, service marks, copyrights, trade secrets or\ncomputer software (collectively, \"Third-Party Intellectual Property Rights\");\n                                  ----------------------------------------\n\n     (B) no claims with respect to (I) the patents, registered and material\nunregistered trademarks and service marks, registered copyrights, trade names,\nand any applications therefor, trade secrets or computer software owned by the\nCompany or any of its Subsidiaries (collectively, the \"Company Intellectual\n                                                       --------------------\nProperty Rights\"); or (II) Third-Party Intellectual Property Rights are\n---------------\ncurrently pending or, to the knowledge of the officers of the Company, are\nthreatened by any Person;\n\n                                      -15-\n\n \n     (C) the officers of the Company do not know of any valid grounds for any\nbona fide claims (I) to the effect that the manufacture, sale, licensing or use\nof any product as now used, sold or licensed or proposed for use, sale or\nlicense by the Company or any of its Subsidiaries, infringes on any copyright,\npatent, trademark, service mark or trade secret of any Person; (II) against the\nuse by the Company or any of its Subsidiaries, of any Company Intellectual\nProperty Right or Third-Party Intellectual Property Right used in the business\nof the Company or any of its Subsidiaries as currently conducted or as proposed\nto be conducted; (III) challenging the ownership, validity or enforceability of\nany of the Company Intellectual Property Rights; or (IV) challenging the license\nor legally enforceable right to use of the Third-Party Intellectual Rights by\nthe Company or any of its Subsidiaries; and\n\n     (D) to the knowledge of the officers of the Company, there is no\nunauthorized use, infringement or misappropriation of any of the Company\nIntellectual Property Rights by any third party, including any employee or\nformer employee of the Company or any of its Subsidiaries.\n\n     (o) Brokers and Finders. Neither the Company nor any of its officers,\n         -------------------\ndirectors or employees has employed any broker or finder or incurred any\nliability for any brokerage fees, commissions or finders, fees in connection\nwith the Merger or the other transactions contemplated in this Agreement.\n\n     (p) Absence of Undisclosed Liabilities. There are no liabilities or\n         ----------------------------------\nobligations (whether absolute or contingent, matured or unmatured, known or\nunknown) of Company or any Subsidiary, including but not limited to liabilities\nfor Taxes and that are not reflected, or reserved against, in the Company\nReports, except for those that may have been incurred after the date hereof in\nthe ordinary course of business or that would not be reasonably be expected to\nhave a Company Material Adverse Effect. Since the date hereof, neither Company\nnor any Subsidiary has incurred any liabilities or obligations (whether absolute\nor contingent, matured or unmatured, know or unknown) other than in the ordinary\ncourse of business or those which would not reasonably be expected to have a\nCompany Material Adverse Effect.\n\n     (q) Representations Complete. None of the representations and warranties\n         ------------------------\nmade by the Company nor any statement made in any Exhibit, Schedule or\ncertificate furnished pursuant to this Agreement, contains or will contain any\nuntrue statement of a material fact, or omit to state any material fact required\nto be stated therein, or necessary in order to make the statements made, in\nlight of the circumstances under which they were made not misleading.\n\n     (r) No Default. Neither the Company nor any of its Subsidiaries is (i) in\n         ----------\nviolation of its certificate of incorporation or by-laws or similar documents of\norganization or (ii) in default (and no event has occurred which with notice or\nlapse of time or both would constitute a default) in the performance or\nobservance of any obligation, agreement, covenant or condition contained in any\nindenture, agreement, lease or other instrument to which it is a party or by\nwhich it or any of its properties may be\n\n                                      -16-\n\n \nbound, except for such defaults that would not have in the aggregate a Company\nMaterial Adverse Effect.\n\n     (s) Title to Property. The Company and its Subsidiaries have good and\n         -----------------\nmarketable title to all properties and assets owned by them, in each case free\nfrom liens, encumbrances and defects that would materially affect the value\nthereof or materially interfere with the use made or to be made thereof by them;\nand the Company and its Subsidiaries hold any leased real or personal property\nunder valid and enforceable leases with no exception that would materially\ninterfere with the use made or to be made thereof by them.\n\n     (t) Material Contracts. Section 5.1(t) of the Company Disclosure Letter\n         ------------------\nsets forth a complete list, as of the date hereof, of the following agreements,\ncontracts, arrangements or understandings, whether written or oral, to which the\nCompany or any of its Subsidiaries is a party or by which the Company or any of\nits Subsidiaries is bound (collectively, the \"Material Contracts\"):\n                                              ------------------\n\n     (i) Each employment, severance, management, consulting and other Material\nContract involving compensation for services rendered or to be rendered, in each\ncase involving payments of more than US$20,000 or extending beyond December 31,\n2001;\n\n     (ii) Each Material Contract relating to the licensing of any Third-Party\nIntellectual Property Rights or Company Intellectual Property Rights other than\nlicenses which are not material;\n\n     (iii) Each lease relating to real property;\n\n     (iv) Each Material Contract that contains a covenant not to compete\n(whether the Company or any of its Subsidiaries is the beneficiary or the\nobligor thereunder) or other restrictive covenant that, in either case, will\nmaterially impair the Parent's ability to conduct the business and operations of\nthe Company or any of its Subsidiaries as currently conducted;\n\n     (v) Each Material Contract creating a lien, encumbrance, equity or claim\nsecuring payment of an amount in excess of US$20,000 in any one case or $100,000\nin the aggregate for all such Material Contracts; and\n\n     (vi) Each Material Contract of a type not set forth above (A) involving\nannual payments in excess of US$20,000 per year or (B) that is material to the\nbusiness and operations of the Company or any of its Subsidiaries.\n\n     (u) Web Site Ownership. The Company is the sole owner of a valid\n         ------------------\nregistration for each of the Web sites used in the Company's business and\noperations, and each Subsidiary of the Company is the sole owner of a valid\nregistration for each of the Web sites used in such Subsidiary's business and\noperations.\n\n                                      -17-\n\n \n     (v) Shareholder Vote. Shareholders of the Company holding voting securities\n         ----------------\nrepresenting more than fifty percent of each class of the Company's total\noutstanding voting securities have agreed in writing pursuant to the Voting,\nConsent and Waiver Agreement attached hereto as Exhibit 5.2(v) to vote for\napproval and adoption of this Agreement and the consummation of the transactions\ncontemplated hereunder at any meeting of shareholders at which such approval and\nadoption is voted on by the Company's shareholders. For purposes of this\nsubsection (v), \"total outstanding voting securities\" shall include all voting\n                 -----------------------------------\nsecurities issuable upon exercise of any options or conversion of any securities\nwhich are exercisable or convertible within 180 days after the date hereof.\n\n     (w) Total Assets; Net Sales. The ultimate parent entity (as such term is\n         -----------------------\ndefined under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as\namended) of the Company has fewer than US$100 million in annual net sales (as\nstated on the last regularly prepared annual statement of income and expense of\nsuch entity) or total assets (as stated on the last regularly prepared balance\nsheet of such entity).\n\n     (x) Number of Shareholders. The Company has as of the date hereof, and as\n         ----------------------\nof the Closing Date will have, not more than 35 holders of Shares that are not\naccredited investors (as such term is defined under Rule 501 of the Securities\nAct).\n\n     (y) Number of Outstanding Options. As of the date hereof, there are not\n         -----------------------------\nmore than 1,373,300 Options granted, issued and outstanding, and as of the\nClosing Date (except as permitted under Section 6.1), there will not be more\nthan 1,373,300 Options granted, issued and outstanding.\n\n     (z) Number of Vested Option Holders. As of the date hereof, the Company has\n         -------------------------------\nnot more than 17 holders of vested Options, and as of November 15, 2000, the\nCompany will have not more than 45 holders of vested Options.\n\n     (aa) No Consent or Approval. No consent or approval of any Person is\n          ----------------------\nrequired in order to consummate the transactions contemplated by this Agreement\nunder any Contract to which the Company or any of its subsidiaries is a party,\nexcept those for which the failure to obtain such consent or approval,\nindividually or in the aggregate, is not reasonably likely to have a Company\nMaterial Adverse Effect or is not reasonably likely to prevent or to materially\nburden or materially impair the ability of the Company to consummate the\ntransactions contemplated by this Agreement.\n\n     5.2. Representations and Warranties of the Parent and the Merger Sub.\n          ---------------------------------------------------------------\nExcept as set forth in the corresponding sections or subsections of the\ndisclosure letter delivered to the Company by the Parent on or prior to entering\ninto this Agreement (the \"Parent Disclosure Letter\"), the Parent and the Merger\n                          ------------------------\nSub each hereby represent and warrant to the Company that:\n\n     (a) Capitalization of the Merger Sub. The authorized capital stock of the\n         --------------------------------\nMerger Sub consists of 1,000 shares of Common Stock, par value $0.001 per share,\nall of which are validly issued and outstanding. All of the issued and\noutstanding capital\n\n                                      -18-\n\n \nstock of the Merger Sub is, and at the Effective Time will be, owned by the\nParent, and there are (i) no other shares of capital stock or voting securities\nof the Merger Sub, (ii) no securities of the Merger Sub convertible into or\nexchangeable for shares of capital stock or voting securities of the Merger Sub\nand (iii) no options or other rights to acquire from the Merger Sub, and no\nobligations of the Merger Sub to issue, any capital stock, voting securities or\nsecurities convertible into or exchangeable for capital stock or voting\nsecurities of the Merger Sub. The Merger Sub has not conducted any business\nprior to the date hereof and has no, and prior to the Effective Time will have\nno, assets, liabilities or obligations of any nature other than those incident\nto its formation and pursuant to this Agreement and the Merger and the other\ntransactions contemplated by this Agreement.\n\n     (b) Organization, Good Standing and Qualification. Each of the Parent and\n         ---------------------------------------------\nits Subsidiaries is a corporation duly organized, validly existing and in good\nstanding under the laws of its respective jurisdiction of organization and has\nall requisite corporate or similar power and authority to own and operate its\nproperties and assets and to carry on its business as presently conducted and is\nqualified to do business and is in good standing as a foreign corporation in\neach jurisdiction where the ownership or operation of its assets or properties\nor conduct of its business requires such qualification, except where the failure\nto be so organized, qualified or in such good standing, or to have such power or\nauthority when taken together with all other such failures, is not reasonably\nlikely to have a Parent Material Adverse Effect (as defined below).\n\n     As used in this Agreement, the term \"Parent Material Adverse Effect\" means\n                                          ------------------------------\na material adverse effect on the financial condition, properties, prospects,\nbusiness or results of operations of Parent and its Subsidiaries taken as a\nwhole; provided, however, that none of the following shall be deemed to\n       --------  -------\nconstitute, and shall not be taken into account in determining the occurrence\nof, a Parent Material Adverse Effect: (a) any effect arising from or relating to\ngeneral business or economic conditions in the PRC which does not affect the\nParent in any materially disproportionate manner, or (b) any effect relating to\nor affecting the Internet industry in the PRC, which does not effect the Parent\nin a disproportionate manner and (iii) any effect arising from or relating to\nthe announcement or pendency of the Merger.\n\n     (c) Capital Structure. The authorized capital stock of the Parent consists\n         -----------------\nof 75,400,000 shares of Parent Common Stock, of which 31,224,216 shares were\noutstanding as of the close of business on September 13, 2000, and 1,000,000\nshares of Preferred Stock par value $0.001 per share (the \"Parent Preferred\n                                                           ----------------\nShares\"), of which no shares were outstanding as of the close of business on\n------\nSeptember 13, 2000. All of the outstanding Parent Common Stock have been duly\nauthorized and are validly issued, fully paid and nonassessable. The Parent has\nno Parent Common Stock reserved for issuance, except that, as of September 13,\n2000, there were 2,340,000 shares of Parent Common Stock reserved for issuance\npursuant to the Parent's 2000 Stock Option Plan (the \"Parent Stock Plan\"),\n                                                      -----------------\noutstanding vested options to purchase 328,620 shares of Parent Common Stock,\noutstanding unvested options to purchase 1,254,882 shares of Parent Common Stock\nand outstanding warrants to purchase 257,772 shares of Parent Common Stock. Each\nof the outstanding shares of capital stock of each of the Parent's Subsidiaries\nis duly authorized, validly issued, fully paid and nonassessable and, except \n\n                                      -19-\n\n \nfor directors' qualifying shares, owned by the Parent, free and clear of any\nlien, pledge, security interest, claim or other encumbrance. Except as set forth\nabove, there are no preemptive or other outstanding rights, options, warrants,\nconversion rights, stock appreciation rights, redemption rights, repurchase\nrights, agreements, arrangements, calls, commitments or rights of any kind that\nobligate the Parent or any of its Subsidiaries to issue or to sell any shares of\ncapital stock or other securities of the Parent or any of its Subsidiaries or\nany securities or obligations convertible or exchangeable into or exercisable\nfor, or giving any Person a right to subscribe for or acquire, any securities of\nthe Parent or any of its Subsidiaries, and no securities or obligation\nevidencing such rights are authorized, issued or outstanding. The Parent does\nnot have outstanding any bonds, debentures, notes or other obligations the\nholders of which have the right to vote (or convertible into or exercisable for\nsecurities having the right to vote) with the stockholders of the Parent on any\nmatter (\"Parent Voting Debt\").\n         ------------------\n\n     (d) Corporate Authority.(i) No vote of holders of capital stock of the\n         -------------------\nParent is necessary to approve this Agreement and the Merger and the other\ntransactions contemplated hereby. Each of the Parent and the Merger Sub has all\nrequisite corporate power and authority and has taken all corporate action\nnecessary in order to execute, deliver and perform its obligations under this\nAgreement and to consummate the Merger. This Agreement is a valid and binding\nagreement of the Parent and the Merger Sub, enforceable against each of the\nParent and the Merger Sub in accordance with its terms, subject to the\nBankruptcy and Equity Exception.\n\n     (ii) Prior to the Effective Time, the Parent will have taken all necessary\naction to permit it to issue the number of shares of Parent Common Stock\nrequired to be issued pursuant to Article IV. The Parent Common Stock, when\nissued, will be validly issued, fully paid and nonassessable, and no stockholder\nof the Parent will have any preemptive right of subscription or purchase in\nrespect thereof.\n\n     (e) Governmental Filings; No Violations. (i) Other than the filings\n         -----------------------------------  \nand\/or notices (A) pursuant to Section 1.3, (B) under the Securities Act of\n1933, as amended (the \"Securities Act\"), and the Securities Exchange Act of\n                       --------------\n1934, as amended (the \"Exchange Act\"), if any, (C) to comply with state\n                       ------------\nsecurities or \"blue sky\" laws and (D) required to be made with the Nasdaq\nNational Market, to the knowledge of the Parent, no notices, reports or other\nfilings are required to be made by the Parent or the Merger Sub with, nor are\nany consents, registrations, approvals, permits or authorizations required to be\nobtained by the Parent or the Merger Sub from, any Governmental Entity, in\nconnection with the execution and delivery of this Agreement by the Parent and\nthe Merger Sub and the consummation by the Parent and the Merger Sub of the\nMerger and the other transactions contemplated hereby, except those that the\nfailure to make or obtain are not, individually or in the aggregate, reasonably\nlikely to have a Parent Material Adverse Effect or prevent, materially delay or\nmaterially impair the ability of the Parent or the Merger Sub to consummate the\ntransactions contemplated by this Agreement.\n\n     (ii) The execution, delivery and performance of this Agreement by the\nParent and the Merger Sub do not, and the consummation by the Parent and the\nMerger Sub of the Merger and the other transactions contemplated hereby will\nnot, constitute or \n\n                                      -20-\n\n \nresult in (A) a breach or violation of, or a default under, the certificate or\nby-laws of the Parent and the Merger Sub or the comparable governing instruments\nof any of its Subsidiaries, (B) a breach or violation of, or a default under,\nthe acceleration of any obligations or the creation of a lien, pledge, security\ninterest or other encumbrance on the assets of the Parent or any of its\nSubsidiaries (with or without notice, lapse of time or both) pursuant to, any\nContracts binding upon the Parent or any of its Subsidiaries or any Law or\ngovernmental or non-governmental permit or license to which the Parent or any of\nits Subsidiaries is subject or (C) any change in the rights or obligations of\nany party under any of the Contracts, except, in the case of clause (B) or (C)\nabove, for breach, violation, default, acceleration, creation or change that,\nindividually or in the aggregate, is not reasonably likely to have a Parent\nMaterial Adverse Effect or prevent, materially delay or materially impair the\nability of the Parent or the Merger Sub to consummate the transactions\ncontemplated by this Agreement.\n\n     (iii) As of the date hereof, the Parent is not aware of any facts or\ncircumstances that would prevent the delivery of the opinion of TransAsia\nLawyers pursuant to Section 7.2(d) hereof.\n\n     (f)   Parent Reports; Financial Statements. The Parent has delivered to the\n           ------------------------------------\nCompany each registration statement, report, proxy statement or information\nstatement prepared by it since August 1, 2000, including the Parent's Quarterly\nReport on Form 10-Q for the period ended June 30, 2000 in the form (including\nexhibits, annexes and any amendments thereto) filed with the Securities and\nExchange Commission (the \"SEC\") (collectively, including any such reports filed\n                          ---\nsubsequent to the date hereof, the \"Parent Reports\"). As of their respective\n                                    --------------\ndates, the Parent Reports did not, and any Parent Reports filed with the SEC\nsubsequent to the date hereof will not, contain any untrue statement of a\nmaterial fact or omit to state a material fact required to be stated therein or\nnecessary to make the statements made therein, in light of the circumstances in\nwhich they were made, not misleading. Each of the consolidated balance sheets\nincluded in or incorporated by reference into the Parent Reports (including the\nrelated notes and schedules) fairly presents, or will fairly present, the\nconsolidated financial position of the Parent and its Subsidiaries as of its\ndate and each of the consolidated statements of income and of changes in\nfinancial position included in or incorporated by reference into the Parent\nReports (including any related notes and schedules) fairly presents, or will\nfairly present, the results of operations, retained earnings and changes in\nfinancial position, as the case may be, of the Parent and its Subsidiaries for\nthe periods set forth therein (subject, in the case of unaudited statements, to\nnotes and normal year-end audit adjustments that will not be material in amount\nor effect), in each case in accordance with generally accepted accounting\nprinciples in the United States (\"GAAP\") consistently applied during the periods\n                                  ----\ninvolved, except as may be noted therein.\n\n     (g) Compliance with Laws; Permits. Except as set forth in the Parent\n         -----------------------------\nReports filed prior to the date hereof, the businesses of each of the Parent and\nits Subsidiaries have not been, and are not being, conducted in violation of any\nLaws, except for violations or possible violations that, individually or in the\naggregate, are not reasonably likely to have a Parent Material Adverse Effect or\nprevent or materially burden or materially impair the ability of the Parent or\nthe Merger Sub to consummate\n\n                                     -21-\n\n \nthe transactions contemplated by this Agreement. Except as set forth in the\nParent Reports filed prior to the date hereof, no investigation or review by any\nGovernmental Entity with respect to the Parent or any of its Subsidiaries is\npending or, to the knowledge of the executive officers of the Parent,\nthreatened, nor has any Governmental Entity indicated an intention to conduct\nthe same, except for those the outcome of which are not, individually or in the\naggregate, reasonably likely to have a Company Material Adverse Effect or\nprevent or materially burden or materially impair the ability of the Parent or\nthe Merger Sub to consummate the transactions contemplated by this Agreement. To\nthe knowledge of the executive officers of the Parent, no material change is\nrequired in the Parent's or any of its Subsidiaries' processes, properties or\nprocedures in connection with any such Laws, and the Parent has not received any\nnotice or communication of any material noncompliance with any such Laws that\nhas not been cured as of the date hereof.\n\n     (h) Takeover Statutes. No Takeover Statute or any anti-takeover provision\n         -----------------\nin Parent's certificate of incorporation and by-laws is applicable to the\nParent, the Parent Common Stock, the Merger or the other transactions\ncontemplated by this Agreement.\n\n     (i) Tax Matters. As of the date hereof, neither the Parent nor any of its\n         -----------\nSubsidiaries has taken or agreed to take any action, nor do the executive\nofficers of the Parent have any knowledge of any fact or circumstance, that\nwould prevent the Merger and the other transactions contemplated by this\nAgreement from qualifying as a \"reorganization\" within the meaning of Section\n368(a) of the Code.\n\n     (j) Absence of Certain Changes. Except as disclosed in the Parent Reports\n         --------------------------\nfiled prior to the date hereof, since June 30, 2000, the Parent and its\nSubsidiaries have conducted their respective businesses only in, and have not\nengaged in any material transaction other than according to, the ordinary and\nusual course of such businesses and there has not been (i) any change in the\nfinancial condition, properties, prospects, business or results of operations of\nthe Parent and its Subsidiaries or any development or combination of\ndevelopments of which management of the Parent has knowledge that, individually\nor in the aggregate, has had or is reasonably likely to have a Parent Material\nAdverse Effect; (ii) any material damage, destruction or other casualty loss\nwith respect to any material asset or property owned, leased or otherwise used\nby the Parent or any of its Subsidiaries, whether or not covered by insurance;\n(iii) any declaration, setting aside or payment of any dividend or other\ndistribution in cash, stock or property in respect of the capital stock of the\nParent, except for dividends or other distributions on its capital stock\npublicly announced prior to the date hereof; or (iv) any change by the Parent in\naccounting principles, practices or methods. Since June 30, 2000, except as\nprovided for herein or as disclosed in the Parent Reports delivered to the\nCompany prior to the date hereof, there has not been any increase in the\ncompensation payable or that could become payable or that could become payable\nby the Parent or any of its Subsidiaries to officers or key employees or any\namendment of any bonus, deferred compensation, pension, retirement,\nprofit-sharing, thrift, savings, employee stock ownership, stock bonus, stock\npurchase, restricted stock, stock option, employment, termination, severance,\ncompensation, medical, health or other plan, agreement, policy or arrangement\nthat \n\n                                     -22-\n\n \ncovers employees, directors, former employees or former directors of the\nParent and its Subsidiaries.\n\n                                   ARTICLE VI\n\n                                    Covenants\n\n     6.1. Interim Operations. The Company covenants and agrees as to itself and\n          ------------------\nits Subsidiaries that, after the date hereof and prior to the Effective Time,\nthe business of it and its Subsidiaries shall be conducted in the ordinary and\nusual course and, to the extent consistent therewith, it and its Subsidiaries\nshall use their respective best efforts to preserve its business organization\nintact and maintain its existing relations and goodwill with customers,\nsuppliers, distributors, creditors, lessors, employees and business associates,\nand neither the Company nor any of its Subsidiaries shall take any action or\nomit to take any action that would cause any of its representations and\nwarranties herein to become untrue in any material respect. By way of\namplification of the foregoing and not limitation, neither the company nor any\nof its Subsidiaries shall, between the date of this Agreement and the Effective\nTime, directly or indirectly, take any action, including but not limited to the\nfollowing, except with the prior consent of a Designated Officer (as defined\nbelow):\n\n     (a) it shall not (i) amend its articles of incorporation or by-laws, except\nas may be required to increase the number of shares of Common Stock in\nconnection with the conversion of the Convertible Loan, the Series A Preferred\nor the Series B Preferred, in each case outstanding as of the date hereof; (ii)\nsplit, combine or reclassify its outstanding shares of capital stock; (iii)\ndeclare, set aside or pay any dividend payable in cash, stock or property in\nrespect of any capital stock; or (iv) repurchase, redeem or otherwise acquire,\nor permit any of its Subsidiaries to purchase or otherwise acquire, any shares\nof its capital stock or any securities convertible into or exchangeable or\nexercisable for any shares of its capital stock;\n\n     (b) neither it nor any of its Subsidiaries shall (i) issue, sell, pledge,\ndispose of or encumber any shares of, or securities convertible into or\nexchangeable or exercisable for, or options, warrants, calls, commitments or\nrights of any kind to acquire, any shares of its capital stock of any class or\nany Voting Debt or any other property or assets, except for (x) issuances of\nCommon Stock upon conversion of the Convertible Loan, the Series A Preferred or\nthe Series B Preferred, in each case outstanding on the date hereof, and (y)\nissuances of Series B Preferred upon exercise of warrants outstanding on the\ndate hereof; (ii) transfer, lease, license, guarantee, sell, mortgage, pledge,\ndispose of or encumber any other property or assets (including capital stock of\nany of its Subsidiaries); or (iii) make or authorize or commit for any capital\nexpenditures or, by any means, make any acquisition of, or investment in, assets\nor stock of or other interest in, any other Person or entity;\n\n     (c) neither it nor any of its Subsidiaries shall terminate, establish,\nadopt, enter into, make any new grants or awards under, amend or otherwise\nmodify, any \n\n                                     -23-\n\n \nCompany Compensation and Benefit Plans (including, without limitation, any grant\nor issuance of new Options, any amendment or changes to the terms of any Options\nor any repricing of Options), or increase the salary, wage, bonus or other\ncompensation of any employees;\n\n     (d) neither it nor any of its Subsidiaries shall settle or compromise any\nmaterial claims or litigation or modify, amend or terminate any of its material\nContracts or waive, release or assign any material rights or claims;\n\n     (e) neither it nor any of its Subsidiaries shall make any Tax election or\npermit any insurance policy naming it as a beneficiary or loss-payable payee to\nbe cancelled or terminated except in the ordinary and usual course of business;\n\n     (f) make any change, other than required by GAAP, to its accounting\nprinciples or procedures; and\n\n     (g) neither it nor any of its Subsidiaries will authorize or enter into an\nagreement to do any of the foregoing.\n\n     For the purposes of this Section 6.1, \"Designated Officer\" shall mean\n                                            ------------------\nany of Thomas Gurnee, Alan Li, Victor Koo or Derek Palaschuk, each of whom is an\nofficer of the Parent.\n\n     6.2. Acquisition Proposals. The Company shall not, and shall cause its\n          ---------------------\naffiliates, directors, officers, employees, representatives or agents not to,\ndiscuss or negotiate with any other person any inquiries or proposals relating\nto the sale of any of the Company's securities or material assets (each such\ntransaction, a \"Third Party Acquisition\"), enter into any Third Party\n                -----------------------\nAcquisition or agreement or, pursuant to the terms of a confidentiality\nagreement or otherwise, furnish to any person any non-public information for the\npurpose or with the intent of permitting such person to evaluate a possible\nThird Party Acquisition. If any person proposes to negotiate regarding, or enter\ninto, a Third Party Acquisition or requests non-public information from the\nCompany in order to permit such person to evaluate such a proposal, the Company\nshall inform the Parent of such proposal or inquiry, including the material\nterms of such proposal, as soon as practicable.\n\n     6.3. Shareholders Meeting. The Company will take, in accordance with\n          --------------------\napplicable law and its certificate and by-laws, all action necessary to convene\na meeting of holders of Shares (the \"Shareholders Meeting\") as promptly as\n                                     --------------------\npracticable after the date hereof to consider and vote upon the approval of this\nAgreement and the Merger. The Company's board of directors shall recommend such\napproval and shall take all lawful action to solicit such approval.\n\n     6.4. Other Actions; Notification.\n          ---------------------------\n\n     (a) The Company and the Parent shall cooperate with each other and use (and\nshall cause their respective Subsidiaries to use) their respective reasonable\nefforts to take or cause to be taken all actions, and do or cause to be done all\nthings, \n\n                                     -24-\n\n \nnecessary, proper or advisable on its part under this Agreement and applicable\nLaws to consummate and make effective the Merger and the other transactions\ncontemplated by this Agreement as soon as practicable, including preparing and\nfiling as promptly as practicable all documentation to effect all necessary\nnotices, reports and other filings and to obtain as promptly as practicable all\nconsents, registrations, approvals, permits and authorizations necessary or\nadvisable to be obtained from any third party and\/or any Governmental Entity in\norder to consummate the Merger or any of the other transactions contemplated by\nthis Agreement. Subject to applicable laws relating to the exchange of\ninformation, the Parent and the Company shall have the right to review in\nadvance, and to the extent practicable each will consult the other on, all the\ninformation relating to the Parent or the Company, as the case may be, and any\nof their respective Subsidiaries, that appear in any filing made with, or\nwritten materials submitted to, any third party and\/or any Governmental Entity\nin connection with the Merger and the other transactions contemplated by this\nAgreement. In exercising the foregoing right, each of the Company and the Parent\nshall act reasonably and as promptly as practicable.\n\n     (b) The Company and the Parent each shall, upon request by the other,\nfurnish the other with all information concerning itself, its Subsidiaries,\ndirectors, officers and stockholders and such other matters as may be reasonably\nnecessary or advisable in connection with any statement, filing, notice or\napplication made by or on behalf of the Parent, the Company or any of their\nrespective Subsidiaries to any third party and\/or any Governmental Entity in\nconnection with the Merger and the transactions contemplated by this Agreement.\n\n     (c) The Company and Parent each shall keep the other apprised of the status\nof matters relating to completion of the transactions contemplated hereby,\nincluding promptly furnishing the other with copies of notice or other\ncommunications received by the Parent or the Company, as the case may be, or any\nof its Subsidiaries, from any third party and\/or any Governmental Entity with\nrespect to the Merger and the other transactions contemplated by this Agreement.\nThe Company and the Parent each shall give prompt notice to the other of any\nchange that is reasonably likely to result in a Company Material Adverse Effect\nor Parent Material Adverse Effect, respectively.\n\n     6.5. Taxation. Neither Parent nor the Company shall take or cause to be\n          --------\ntaken any action, whether before or after the Effective Time, that would\ndisqualify, and the parties hereto shall file all Tax Returns in a manner\nconsistent with the treatment of, the Merger as a \"reorganization\" within the\nmeaning of Section 368(a) of the Code. The parties hereto shall provide such\nreasonable and customary representations as are necessary to enable the Parent's\nindependent auditors and the Company's U.S. counsel to render their respective\ntax opinions under Section 7.2(c) and 7.3(d), respectively.\n\n     6.6. Access. Upon reasonable notice, and except as may otherwise be\n          ------\nrequired by applicable law, the Company and the Parent each shall (and shall\ncause its Subsidiaries to) afford the other's officers, employees, counsel,\naccountants and other authorized representatives (\"Representatives\") reasonable\n                                                   ---------------\naccess throughout the period prior to the Effective Time, to its properties,\nbooks, contracts and records and, during such period, each shall (and shall\ncause its Subsidiaries to) furnish promptly to the other\n\n                                     -25-\n\n \nall information concerning its business, properties and personnel as may\nreasonably be requested, provided that no investigation pursuant to this Section\nshall affect or be deemed to modify any representation or warranty made by the\nCompany, the Parent or the Merger Sub, and provided, further, that the foregoing\nshall not require the Company or the Parent to permit any inspection, or to\ndisclose any information, that in the reasonable judgment of the Company or the\nParent, as the case may be, would result in the disclosure of any trade secrets\nof third parties or violate any of its obligations with respect to\nconfidentiality if the Company or the Parent, as the case may be, shall have\nused best efforts to obtain the consent of such third party to such inspection\nor disclosure. All requests for information made pursuant to this Section shall\nbe directed to an executive officer of the Company or the Parent, as the case\nmay be, or such Person as may be designated by either of its officers, as the\ncase may be. All such information shall be governed by the terms of a\nconfidentiality agreement.\n\n     6.7. Publicity. The initial press release shall be a joint press release\n          ---------\nand thereafter the Company and the Parent each shall consult with each other\nprior to issuing any press releases or otherwise making public announcements\nwith respect to the Merger and the other transactions contemplated by this\nAgreement and prior to making any filings with any third party and\/or any\nGovernmental Entity (including any national securities interdealer quotation\nservice) with respect thereto, except as may be required by law or by\nobligations pursuant to any listing agreement with or rules of any national\nsecurities interdealer quotation service.\n\n     6.8. Expenses. Except as otherwise provided in this Agreement, whether or\n          --------\nnot the Merger is consummated, all costs and expenses incurred in connection\nwith this Agreement and the Merger and the other transactions contemplated by\nthis Agreement shall be paid by the party incurring such expense.\n\n     6.9. Takeover Statute. If any Takeover Statute is or may become applicable\n          ----------------\nto the Merger or the other transactions contemplated by this Agreement, each of\nthe Parent and the Company and its board of directors shall grant such approvals\nand take such actions as are necessary so that such transactions may be\nconsummated as promptly as practicable on the terms contemplated by this\nAgreement or by the Merger and otherwise act to eliminate or minimize the\neffects of such statute or regulation on such transactions.\n\n     6.10. Employment Agreements. Each of the Company, the Parent and the\n           ---------------------\nFounders shall use their respective best efforts to enter into an employment\nagreement based on the terms set forth in Exhibit 6.10 attached hereto.\n\n     6.11. Escrow Arrangements. Each of the Company, the Parent and the Founders\n           -------------------\nshall use their respective best efforts to enter into the Escrow Agreement and\nto place the Escrow Stock in escrow with the Escrow Agent in accordance with the\nprovisions of Section 4.6 and Exhibit 4.6 attached hereto on or prior to the\nClosing Date.\n\n     6.12. Shareholder Documents. Each of the Company and the Founders shall use\n           ---------------------\ntheir respective best efforts to arrange for each shareholder of the Company\nthat \n\n                                     -26-\n\n \nwill be receiving Parent Common Stock pursuant to Article IV to execute and\ndeliver to the Parent (i) no later than fourteen days prior to the Closing Date,\nan executed questionnaire in the form set forth in Exhibit 6.12(a) attached\nhereto (each a \"Stockholder Questionnaire\") and (ii) on or prior to the Closing\nDate (A) an executed lock-up agreement substantially in the form set forth in\nExhibit 6.12(b) attached hereto (each a \"Stockholder Lock-Up\"); and (B) an\n                                         -------------------\nexecuted investor representation letter substantially in the form set forth in\nExhibit 6.12(c) attached hereto (each an \"Investor Representation Letter\").\n                                          ------------------------------\n     6.13. Option Holder Documents. Each of the Company and the Founders shall\n           -----------------------\nuse their respective best efforts to arrange for each holder of Options to\nexecute and deliver to the Parent (i) no later than fourteen days prior to the\nClosing Date, an executed questionnaire in the form set forth in Exhibit 6.13(a)\nattached hereto (each a \"Option holder Questionnaire\") and (ii) on or prior to\n                         ---------------------------\nthe Closing Date an executed lock-up agreement substantially in the form set\nforth in Exhibit 6.13(b) attached hereto (each an \"Option Holder Lock-Up\").\n                                                   ---------------------\n\n     6.14. Registration of Option Shares. The Parent shall file and obtain, on a\n           -----------------------------\ndate not earlier than 40 days after the Effective Time, the effectiveness of a\nregistration statement on Form S-8 (or appropriate successor form) (the \"Form\nS-8\") with respect to the shares of Parent Common Stock underlying assumed\noptions to purchase Parent Common Stock and maintain the current status of\nshares of Parent Common Stock covered by such registration statement and the\nrelated prospectus(es) for so long as such assumed options remain outstanding.\n\n     6.15. Option Information to Company Employees. As soon as practicable\n           ---------------------------------------\nfollowing the Effective Time, the Parent shall provide to all employees of the\nCompany who hold options to purchase Parent Common Stock a notice informing such\nemployees of the terms of their options to purchase Parent Common Stock,\nincluding, without limitation, the number of shares purchasable and the purchase\nprice per share.\n\n     6.16. Domain Names. Each of the Company and the Founders shall use\n           ------------\ntheir respective best efforts to arrange for the assignment of all rights to the\ndomain names \"Chinaren.net\" and \"Chinaren.com.hk\" to the Parent or to a party\ndesignated in writing by the Parent.\n\n     6.17. Registration Rights. The Parent shall use its best efforts to amend\n           -------------------\nprior to the Closing Date the Third Amended and Restated Investor Rights\nAgreement, dated as of February 1, 2000, among the Parent and the parties\nthereto (the \"Existing Parties\"), to include the persons and entities set forth\n              ----------------\nin Exhibit 6.17 attached hereto as parties to such agreement so that such\npersons and entities shall have the same rights and privileges granted to the\nexisting Parties.\n\n     6.18. Lock-Up Waiver. The Parent shall use its best efforts to obtain from\n           --------------\nCredit Suisse First Boston Corporation, the lead underwriter of the Parent's\ninitial public offering (\"CSFB\"): (i) its written consent to the issuance and\n                          ----\nsale of Parent Common Stock by the Parent in connection with the Merger and (ii)\nits written waiver of \n\n                                     -27-\n\n \ncompliance by the Company with Section 5(i) of the Underwriting Agreement, dated\nas of July 12, 2000, among the Company and Credit Suisse First Boston\nCorporation and Credit Suisse First Boston (Hong Kong) Limited (collectively,\nthe \"Lock-Up Waiver\").\n     --------------\n\n                                  ARTICLE VII\n\n                                   Conditions\n\n     7.1. Conditions to Each Party's Obligation to Effect the Merger. The\n          ----------------------------------------------------------\nrespective obligation of each party to effect the Merger is subject to the\nsatisfaction or waiver at or prior to the Effective Time of each of the\nfollowing conditions:\n\n     (a)  Shareholder Approval. This Agreement shall have been duly approved by\n          --------------------\nholders of Shares constituting the Company Requisite Vote in accordance with\napplicable law and the certificate and by-laws of each such corporation.\n\n     (b)  Regulatory Consents. Other than the filing provided for in Section\n          -------------------\n1.3, all notices, reports and other filings required to be made prior to the\nEffective Time by the Company or the Parent or any of their respective\nSubsidiaries with, and all consents, registrations, approvals, permits and\nauthorizations required to be obtained prior to the Effective Time by the\nCompany or the Parent or any of their respective Subsidiaries from, any\nGovernmental Entity (collectively, \"Governmental Consents\") in connection with\n                                    ---------------------\nthe execution and delivery of this Agreement and the consummation of the Merger\nand the other transactions contemplated hereby by the Company, the Parent and\nthe Merger Sub shall have been made or obtained (as the case may be). As of the\ndate of this Agreement, neither the Company nor the Parent is aware of any\nrequired regulatory consents except as disclosed pursuant to Section 5.1 (d) of\nthe Company Disclosure Letter or Section 5.2(e) of the Parent Disclosure Letter.\n\n     (c)  Litigation. No court or Governmental Entity of competent jurisdiction\n          ----------\nshall have enacted, issued, promulgated, enforced or entered any statute, law,\nordinance, rule, regulation, judgment, decree, injunction or other order\n(whether temporary, preliminary or permanent) that is in effect and restrains,\nenjoins or otherwise prohibits consummation of the Merger or the other\ntransactions contemplated by this Agreement (collectively, an \"Order\"), and no\nGovernmental Entity or any other Person shall have instituted any proceeding or\nthreatened to institute any proceeding seeking any such Order.\n\n     7.2. Conditions to Obligations of Parent and the Merger Sub. The\n          ------------------------------------------------------\nobligations of the Parent and the Merger Sub to effect the Merger are also\nsubject to the satisfaction or waiver by the Parent at or prior to the Effective\nTime of the following conditions:\n\n     (a)  Representations and Warranties. The representations and warranties of\n          ------------------------------\nthe Company set forth in this Agreement shall be true and correct as of the date\nof this Agreement and as of the Closing Date as though made on and as of the\n\n                                     -28-\n\n \nClosing Date (except to the extent any such representation or warranty expressly\nspeaks as of an earlier date), and the Parent shall have received a certificate\nsigned on behalf of the Company by the Chief Executive Officer of the Company to\nsuch effect; provided, however, that notwithstanding anything herein to the\n             --------  -------\ncontrary, this Section 7.2(a) shall be deemed to have been satisfied even if\nsuch representations or warranties are not so true and correct unless the\nfailure of such representations or warranties to be so true and correct,\nindividually or in the aggregate, has had, or is reasonably likely to have, a\nCompany Material Adverse Effect or is reasonably likely to prevent or to\nmaterially burden or materially impair the ability of the Company to consummate\nthe transactions contemplated by this Agreement.\n\n     (b) Performance of Obligations of the Company. The Company shall have\n         -----------------------------------------\nperformed in all material respects all obligations required to be performed by\nit under this Agreement at or prior to the Closing Date, and the Parent shall\nhave received a certificate signed on behalf of the Company by the Chief\nExecutive Officer of the Company to such effect.\n\n     (c) Tax Opinion. Parent shall have received the opinion of\n         -----------\nPricewaterhouseCoopers, the Parent's independent auditors, dated the Closing\nDate, to the effect that the Merger will be treated for Federal income tax\npurposes as a reorganization within the meaning of Section 368(a) of the Code,\nand that each of the Parent, the Merger Sub and the Company will be a party to\nthat reorganization within the meaning of Section 368(b) of the Code. In\npreparing such opinion, PricewaterhouseCoopers may rely on reasonable and\ncustomary assumptions and representations given by the parties hereto. In the\nevent that PricewaterhouseCoopers is unwilling to deliver such opinion, this\ncondition shall nonetheless be deemed satisfied if U.S. counsel for the Parent\ndelivers such opinion in form reasonably satisfactory to the Parent.\n\n     (d) Legal Opinion. The Parent shall have received an opinion of TransAsia\n         -------------\nLawyers, special PRC counsel to the Parent, dated the Closing Date,\nsubstantially in the form set forth in Exhibit 7.2(d) attached hereto.\n\n     (e) Conversion of Convertible Loans. Prior to the Closing Date, any loans\n         -------------------------------\noutstanding that are convertible into Shares (including the Convertible Loan)\nshall be converted into Shares, and each such loan shall cease to be\noutstanding, shall be cancelled and retired without payment of any consideration\ntherefor and shall cease to exist.\n\n     (f) Assignment of Trade Marks and Domain Names. On or prior to the Closing\n         ------------------------------------------\nDate, the Founders or any third parties shall have assigned to the Company all\nrights to the domain name \"Chinaren.com\".\n\n     (g) Employment Agreements. Prior to or at the Closing Date, each key\n         ---------------------\nemployee of the Company set forth in Exhibit 7.2(g) attached hereto shall have\nentered into with the Parent an employment agreement that is (i) based on the\nterms set \n\n                                     -29-\n\n \nforth in Exhibit 6.10 attached hereto and (ii) in a form reasonably\nsatisfactory to the parties thereto.\n\n     (h) Absence of Material Adverse Change. Since the date hereof, there shall\n         ----------------------------------\nnot have been any Company Material Adverse Effect, except for any Company\nMaterial Adverse Effect that is a direct result of actions taken by the Parent\npursuant to Section 6.1.\n\n     (i) Escrow Arrangements. Prior to the Closing Date, each of the Founders\n         -------------------\nshall have entered into the Escrow Agreement, and the Parent shall have received\nsatisfactory evidence from the Escrow Agent to the effect that the Escrow Stock\nhas been placed in escrow with the Escrow Agent in accordance with the\nprovisions of Section 4.6.\n\n     (j) Shareholder Documents. (i) No later than fourteen days prior to the\n         ---------------------\nClosing Date, at least ninety-two percent of the shareholders of the Company\nthat will be receiving Parent Common Stock pursuant to Article IV shall have\nexecuted and delivered to the Parent a Stockholder Questionnaire and (ii) on or\nprior to the Closing Date, (A) at least ninety-two percent of the shareholders\nof the Company who will be receiving Parent Common Stock pursuant to Article IV\nshall have executed and delivered to the Parent an Investor Representation\nLetter and (B) shareholders of the Company who will be receiving Parent Common\nStock pursuant to Article IV and who collectively own not less than ninety-nine\npercent of the total outstanding Shares as of the Effective Time shall have\nexecuted and deliver to the Parent the Stockholder Lock-Ups. \n\n     (k) Option Holder Documents. (i) No later than fourteen days prior to the\n         -----------------------\nClosing Date, holders of Options who collectively hold not less than ninety\npercent of the total outstanding Options as of the Closing Date, including at\nleast ninety-five percent of all holders of vested Options as of the Closing\nDate, shall have executed and delivered to the Parent an Option Holder\nQuestionnaire, and (ii) on or prior to the Closing Date, holders of Options who\ncollectively hold not less than ninety percent of the total outstanding Options\nas of the Closing Date, including at least ninety-five percent of all holders of\nvested Options as of the Closing Date, shall have executed and delivered to the\nParent the Option Holder Lock-Ups.\n\n     (l) Lock-Up Waiver. The Parent shall have received from CSFB the Lock-Up\n         --------------\nWaiver.\n\n     (m) No Exercise of Options. From the date hereof until the Closing Date,\n         ----------------------\nnot more than three holders of Options shall have exercised their Options in\nexchange for Shares or other securities of the Company.\n\n     (n) Dissenting Shares. The aggregate amount of Dissenting Shares shall be\n         -----------------\nless than five percent of the total outstanding Shares at the Effective Time.\n\n                                     -30-\n\n \n     7.3. Conditions to Obligation of the Company. The obligation of the Company\n          ---------------------------------------\nto effect the Merger is also subject to the satisfaction or waiver by the\nCompany at or prior to the Effective Time of the following conditions:\n\n     (a) Representations and Warranties. The representations and warranties of\n         ------------------------------\nthe Parent and the Merger Sub set forth in this Agreement shall be true and\ncorrect as of the date of this Agreement and as of the Closing Date as though\nmade on and as of the Closing Date, (except to the extent any such\nrepresentation and warranty expressly speaks as of an earlier date) and the\nCompany shall have received a certificate signed on behalf of the Parent by the\nChief Executive Officer of the Parent and the Chief Executive Officer of the\nMerger Sub to such effect; provided, however, that notwithstanding anything\n                           --------  -------\nherein to the contrary, this Section 7.3(a) shall be deemed to have been\nsatisfied even if such representations or warranties are not so true and correct\nunless the failure of such representations or warranties to be so true and\ncorrect, individually or in the aggregate, has had, or is reasonably likely to\nhave, a Parent Material Adverse Effect or is reasonably likely to prevent or to\nmaterially burden or materially impair the ability of the Parent to consummate\nthe transactions contemplated by this Agreement.\n\n     (b) Performance of Obligations of the Parent and the Merger Sub. Each of\n         -----------------------------------------------------------\nthe Parent and the Merger Sub shall have performed in all material respects all\nobligations required to be performed by it under this Agreement at or prior to\nthe Closing Date, and the Company shall have received a certificate signed on\nbehalf of the Parent and the Merger Sub by the Chief Executive Officer of the\nParent to such effect.\n\n     (c) Consents Under Agreements. The Parent shall have obtained the consent\n         -------------------------\nor approval of each Person set forth in Exhibit 7.3(c) attached hereto. \n\n     (d) Tax Opinion. The Company shall have received the opinion of Skadden,\n         -----------\nArps, Slate, Meagher &amp; Flom LLP, U.S. counsel to the Company, dated the Closing\nDate, to the effect that the Merger will be treated for Federal income tax\npurposes as a reorganization within the meaning of Section 368(a) of the Code.\nIn preparing such opinion, such counsel may rely on reasonable and customary\nassumptions and representations gained by the parties hereto.\n\n     (e) Conversion of Convertible Loans. Prior to the Closing Date, any loans\n         -------------------------------\nthat are convertible into Shares (including the Convertible Loan) shall have\nbeen converted into Shares, and each such loan shall cease to be outstanding,\nshall be cancelled and retired without payment of any consideration thereof and\nshall cease to exist.\n\n                                  ARTICLE VIII\n\n                                   Termination\n\n     8.1. Termination by Mutual Consent. This Agreement may be terminated and\n          -----------------------------\nthe Merger may be abandoned at any time prior to the Effective Time, \n\n                                     -31-\n\n \nwhether before or after the approval by shareholders of the Company referred to\nin Section 7.1(a), by mutual written consent of the Company and the Parent by\naction of their respective boards of directors.\n\n     8.2. Termination by Either the Parent or the Company. This Agreement may be\n          -----------------------------------------------\nterminated and the Merger may be abandoned at any time prior to the Effective\nTime by action of the board of directors of either the Parent or the Company if\n(i) the Merger shall not have been consummated by November 15, 2000, whether\nsuch date is before or after the date of approval by the shareholders of the\nCompany (the \"Termination Date\") unless such Termination Date is extended by the\n              ----------------\nmutual agreement of the parties hereto, (ii) the approval of the Company's\nshareholders required by Section 7.1(a) shall not have been obtained at a\nmeeting duly convened therefor or at any adjournment or postponement thereof, or\n(iii) any Order permanently restraining, enjoining or otherwise prohibiting\nconsummation of the Merger shall become final and non-appealable (whether before\nor after the approval by the shareholders of the Company); provided, that the\nright to terminate this Agreement pursuant to clause (i) above shall not be\navailable to any party that has breached in any material respect its obligations\nunder this Agreement in any manner that shall have proximately contributed to\nthe occurrence of the failure of the Merger to be consummated.\n\n     8.3. Termination by the Company. This Agreement may be terminated and\n          --------------------------\nthe Merger may be abandoned at any time prior to the Effective Time, whether\nbefore or after the approval by shareholders of the Company referred to in\nSection 7.1(a), by action of the board of directors of the Company if there has\nbeen a breach of any representation, warranty, covenant or agreement made by the\nParent or the Merger Sub in this Agreement, or any such representation and\nwarranty shall have become untrue after the date of this Agreement, such that\nSection 7.3(a) or 7.3(b) would not be satisfied and such breach or condition is\nnot curable or, if curable, is not cured within 30 days after written notice\nthereof is given by the Company to the Parent.\n\n     8.4. Termination by the Parent. This Agreement may be terminated and the\n          -------------------------\nMerger may be abandoned at any time prior to the Effective Time by action of the\nBoard of Directors of Parent if (i) the Board of Directors of the Company shall\nhave withdrawn or adversely modified its approval or recommendation of this\nAgreement or failed to reconfirm its recommendation of this Agreement within\nfive business days after a written request by the Parent to do so, (ii) there\nhas been a breach of any representation, warranty, covenant or agreement made by\nthe Company in this Agreement, or any such representation and warranty shall\nhave become untrue after the date of this Agreement, such that Section 7.2(a) or\n7.2(b) would not be satisfied and such breach or condition is not curable or, if\ncurable, is not cured within 30 days after written notice thereof is given by\nthe Parent to the Company or (iii) if the Company or any of its affiliates,\nrepresentatives or agents of the Company shall take any of the actions that\nwould be proscribed by Section 6.2.\n\n     8.5. Effect of Termination and Abandonment. In the event of termination of\n          -------------------------------------\nthis Agreement and the abandonment of the Merger pursuant to this Article VIII,\nthis Agreement (other than as set forth in Article IX and Section 10.1) shall\n\n                                     -32-\n\n \nbecome void and of no effect with no liability on the part of any party hereto\n(or of any of its directors, officers, employees, agents, legal and financial\nadvisors or other representatives); provided, however, except as otherwise\n                                    --------  -------\nprovided herein, no such termination shall relieve any party hereto of any\nliability or damages resulting from any willful or intentional breach of this\nAgreement.\n\n                                   ARTICLE IX\n\n                      Survival of Representations; Remedies\n\n     9.1. Survival of Representations. All representations, warranties,\n          ---------------------------\ncovenants, indemnities and other agreements made by any party to this Agreement\nherein, shall be deemed made on and as of the Effective Time as though such\nrepresentations, warranties, covenants, indemnities and other agreements were\nmade on and as of such date, and all such representations, warranties,\ncovenants, indemnities and other agreements shall survive until one year after\nthe Effective Time; provided, however, that if the Parent shall have given any\n                    --------  -------\nof the founders notice of a claim on or prior to the expiration of such one-year\nperiod, the representations, warranties, covenants, indemnities, and other\nagreements applicable to such claim shall survive with respect to such claim\nuntil such claim is finally resolved, and provided further that in the event of\n                                          -------- -------\nfraud all such representations, warranties, covenants, indemnities and other\nagreements shall survive indefinitely.\n\n     9.2. Indemnification by the Founders. (a) The Founders hereby agree to\n          -------------------------------\nindemnify, defend and hold the Parent, the Surviving Corporation and their\nrespective officers and directors, and each person, if any, who controls or may\ncontrol the Parent or the Surviving Corporation within the meaning of the\nSecurities Act (all such persons hereinafter are referred to individually an\n\"Acquiror Indemnified Person\" and collectively as \"Acquiror Indemnified\n ---------------------------\nPersons,\" but in no event shall any shareholder of the Company prior to the\nEffective Time be such an Acquiror Indemnified Person) harmless (pro-rata in\naccordance with their respective beneficial holdings of Escrow Stock) against\nall losses resulting from, imposed upon or incurred by any Acquiror Indemnified\nPerson, directly or indirectly, as a result of any of the following, anything in\nthis Agreement to the contrary notwithstanding:\n\n     (i) any inaccuracy or breach of a representation or warranty of the Company\ngiven or made by the Company in this Agreement, in the Agreement of Merger or in\nthe Company Disclosure Letter or in any certificate, document or agreement\ndelivered by or on behalf of the Company pursuant hereto; and\n\n     (ii) any failure by the Company to perform or comply with any covenant or\nagreement contained in this Agreement, in the Agreement of Merger or in the\nCompany Disclosure Letter or in any certificate, document or agreement delivered\nby or on behalf of the Company pursuant hereto.\n\n                                     -33-\n\n \n     (b) The indemnity obligations of the Founders under this Article IX\nshall be satisfied through the delivery to the Acquiror Indemnified Persons of\nsuch number of shares of Escrow Stock having a value equal to the amount of the\nloss or losses for which indemnification or payment is being made.\n\n     (c) (i) Any liability for indemnification hereunder shall be determined\nwithout duplication of recovery by reason of the state of facts giving rise to\nsuch liability constituting a breach of more than one of the Company's\nrepresentations, warranties, covenants or agreements.\n\n     (ii) Except in the event of (A) actual fraud committed by a Founder or (B)\ngross negligence or recklessness on the part of a Founder, the rights of the\nAcquirer Indemnified Persons to indemnification as set forth in this Article IX\nfor any breach of the Company's representations, warranties, covenants or\nagreements shall constitute such Acquirer Indemnified Persons' sole remedy for\nsuch a breach against the Founders, and the Founders shall have no other\nliability or damages to the Acquirer Indemnified Persons resulting from such\nbreach.\n\n     (d) Notwithstanding anything in this Agreement to the contrary, the\nFounders shall not be responsible for any loss pursuant to this Section 9.2(d)\nin excess of (i) the lower of (A) the fair market value of the Escrow Stock and\n(B) US$3,000,000 and (ii) unless and until the aggregate amount of all of such\nlosses shall exceed US$150,000, in which case the Founders severally shall be\nliable for the aggregate amount of all such losses in excess of US$150,000.\n\n     9.3. Third Party Claims. The obligations and liabilities of the Founders\n          ------------------\nwith respect to their respective indemnities pursuant to this Article IX,\nresulting from any third party claim shall be subject to the following terms and\nconditions:\n\n     (a) The party seeking indemnification (the \"Indemnified Party\") must give\nthe party obligated to indemnify (the \"Indemnifying Party\"), notice of any third\nparty claim which is asserted against, resulting to, imposed upon or incurred by\nthe Indemnified Party and which may give rise to liability of the Indemnifying\nParty pursuant to this Article IX, stating (to the extent known or reasonably\nanticipated) the nature and basis of such third party claim and the amount\nthereof; provided that the failure to give notice shall not affect the rights of\nthe Indemnified Party hereunder except to the extent (i) that the Indemnifying\nParty shall have suffered actual damage by reason of such failure, or (ii) such\nfailure or delay materially adversely affects the ability of the Indemnifying\nParty to defend, settle or compromise such third party claim.\n\n     (b) Subject to subsection (c) below, if the Indemnifying Party assumes\nresponsibility for losses arising out of such third party claim, then the\nIndemnifying Party shall have the right to undertake, by counsel or other\nrepresentatives of its own choosing, the defense of such third party claim at\nthe Indemnifying Party's risk and expense.\n\n     (c) In the event that (i) the Indemnifying Party shall elect not to\nundertake such defense, (ii) within a reasonable time after notice from the\nIndemnified \n\n                                     -34-\n\n \nParty of any such third party claim, the Indemnifying Party shall fail to\nundertake to defend such third party claim, or (iii) there is a reasonable\nprobability that such third party claim may materially and adversely affect the\nIndemnified Party other than as a result of money damages or other money\npayments, then the Indemnified Party (upon further written notice to the\nIndemnifying Party) shall have the right to undertake the defense, compromise or\nsettlement of such third party claim, by counsel or other representatives of its\nown choosing, on behalf of and for the account and risk of the Indemnifying\nParty. In the event that the Indemnified Party undertakes the defense of a third\nparty claim under this Section 9.3, the Indemnifying Party shall pay to the\nIndemnified Party, in addition to the other sums required to be paid hereunder,\nthe reasonable costs and expenses incurred by the Indemnified Party in\nconnection with such defense, compromise or settlement as and when such costs\nand expenses are so incurred.\n\n     (d) Anything in this Section 9.3 to the contrary notwithstanding, (i)\nneither the Indemnified Party nor the Indemnifying Party shall, without the\nother party's written consent (which consent shall not be unreasonably withheld\nor delayed), settle or compromise such third party claim or consent to entry of\nany judgment which does not include as an unconditional term thereof the giving\nby the claimant or the plaintiff to the Indemnified Party of a release from all\nliability in respect of such third party claim in form and substance\nsatisfactory to the Indemnified Party; (ii) in the event that a party hereto\nundertakes defense of such third party claim in accordance with this Section\n9.3, the other parties, by counsel or other representative of their own choosing\nand at their sole cost and expense, shall have the right to participate in the\ndefense, compromise or settlement thereof and each party and its counsel and\nother representatives shall cooperate with the other party and its counsel and\nrepresentatives in connection therewith; and (iii) the party that undertakes the\ndefense of such third party claim in accordance with this Section 9.3 shall have\nan obligation to keep the other parties informed of the status of the defense of\nsuch third party claim and furnish the other parties with all documents,\ninstruments and information that the other parties shall reasonably request in\nconnection therewith.\n\n     9.4. No Recourse Against the Company. The Founders hereby irrevocably waive\n          -------------------------------\nany and all right to recourse against the Company and the Surviving Corporation\nwith respect to any misrepresentation or breach of any representation, warranty\nor indemnity, or noncompliance with any conditions or covenants, given or made\nby the Company in this Agreement or any other agreements and documents executed\nor to be executed by the parties hereto in order to consummate the transactions\ncontemplated by this Agreement. No Founder shall be entitled to contribution\nfrom, subrogation to or recovery against the Company or the Surviving\nCorporation with respect to any liability of any Founder that may arise under or\npursuant to this Agreement or any of the other agreements and documents executed\nor to be executed by the parties hereto in order to consummate the transactions\ncontemplated by this Agreement or any other agreements and documents\ncontemplated hereby.\n\n     9.5. Specific Performance. In addition to any other remedies which the\n          --------------------\nparties may have at law or in equity, the parties hereby acknowledge that the\ntransactions contemplated under this Agreement are unique, and that the harm to\nthe parties resulting\n\n                                     -35-\n\n \nfrom breaches by the other party of its obligation cannot be adequately\ncompensated by damages. Accordingly, the parties agree that each party shall\nhave the right prior to the Effective Time to have all obligations,\nundertakings, agreements, covenants and other provisions of this Agreement\nspecifically performed by the other parties and that the parties shall have the\nright to obtain an order or decree of such specific performance in any of the\ncourts of the United States of America or any state or other political\nsubdivision thereof or any other court of competent jurisdiction.\n\n     9.6. Remedies Cumulative. Subject to the limitations and qualifications set\n          -------------------\nforth in this Article IX, the remedies provided herein shall be cumulative and\nshall not preclude the assertion by the parties hereto of any other rights or\nthe seeking of any other remedies against the other parties, or their respective\nsuccessors or assigns.\n\n                                   ARTICLE X\n\n                            Miscellaneous and General\n\n     10.1. Survival. Article IX, this Article X and the agreements of the\n           --------\nCompany, the Parent and the Merger Sub contained in Sections 4.2, 4.4, 6.4, 6.5,\n6.8, 6.14, 6.15, 6.16 and 6.17 shall survive the consummation of the Merger.\n\n     10.2. Modification or Amendment. Subject to the provisions of the\n           -------------------------\napplicable law, at any time prior to the Effective Time, the parties hereto may\nmodify or amend this Agreement, by written agreement executed and delivered by\nduly authorized officers of the respective parties.\n\n     10.3. Waiver of Conditions. The conditions to each of the parties'\n           --------------------\nobligations to consummate the Merger are for the sole benefit of such party and\nmay be waived by such party in whole or in part to the extent permitted by\napplicable law.\n\n     10.4. Counterparts. This Agreement may be executed in any number of\n           ------------\ncounterparts, each such counterpart being deemed to be an original instrument,\nand all such counterparts shall together constitute the same agreement.\n\n     10.5. GOVERNING LAW AND ARBITRATION. THIS AGREEMENT SHALL BE DEEMED TO BE\n           -----------------------------\nMADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND\nIN ACCORDANCE WITH THE LAW OF THE STATE OF CALIFORNIA.\n\n     (a) Any dispute, controversy or claim arising out of or relating to this\nAgreement shall be settled by arbitration administered by the International\nChamber of Commerce in accordance with its International Arbitration Rules. The\narbitration shall be the sole and exclusive forum for resolution of such\ndispute, controversy or claim, and the award rendered shall be final and\nbinding. Judgment on the award rendered may be entered in any court having\njurisdiction thereof.\n\n                                     -36-\n\n \n     (b) The number of arbitrators shall be three, one of whom shall be\nappointed by the party asserting a claim against the other party or parties, one\nof whom shall be appointed by the party or parties (acting together), as the\ncase may be, against whom a claim has been asserted, and the third of whom shall\nbe selected by mutual agreement, if possible, within thirty days of the\nselection of the second arbitrator and thereafter by the administering\nauthority.\n\n     (c) The language of the arbitration shall be conducted in the English\nlanguage and any foreign-language documents presented at such arbitration shall\nbe accompanied by an English translation thereof. The arbitration shall be held\nin Hong Kong.\n\n     (d) Any award of the arbitrators (i) shall be in writing, (ii) shall state\nthe reasons upon which such award is based and (iii) may include an award of\ncosts, including reasonable attorneys' fees and disbursements.\n\n     (e) The arbitrators shall have no authority to award punitive damages or\nany other damages not measured by the prevailing party's actual damages, and may\nnot, in any event, make any ruling, finding or award that does not conform to\nthe terms and conditions of this Agreement.\n\n     (f) Any party may make an application to the arbitrators seeking injunctive\nrelief to maintain the status quo until such time as the arbitration award is\nrendered or the dispute, controversy or claim is otherwise resolved. Any party\nmay apply to any court having jurisdiction hereof and seek injunctive relief in\norder to maintain the status quo until such time as the arbitration award is\nrendered or the dispute, controversy or claim is otherwise resolved.\n\n     10.6. Notices. Any notice, request, instruction or other document to be\n           -------\ngiven hereunder by any party to the others shall be in writing and delivered\npersonally or sent by registered or certified mail, postage prepaid, or by\nfacsimile:\n\n     if to the Parent or the Merger Sub\n     ----------------------------------\n\n     Sohu.com Inc.\n     7 Jianguomennei Avenue\n     Suite 1519, Tower 2\n     Bright China Chang An Building\n     Beijing 100005\n     People's Republic of China\n\n     Attention:    Charles Zhang\n                   Chairman and Chief Executive Officer\n                   Tom Gurnee\n                   Chief Financial Officer\n\n     fax:  (8610) 6510-2572\n\n                                     -37-\n\n \n     with a copy to Chun Wei, Esq.\n     Sullivan &amp; Cromwell\n     28th Floor\n     Nine Queen's Road Central\n     Hong Kong\n\n     fax:  (852) 2522-2280\n\n     if to the Company\n     -----------------\n\n     ChinaRen, Inc.\n     Room 918, Camway Building\n     66 Nan Li Shi Road\n     Beijing 100045\n     People's Republic of China\n\n     Attention:   Joseph Chen\n                  Chairman and Chief Executive Officer\n\n     fax:  (8610) 6802-5425\n\n     with a copy to Jon L. Christianson, Esq.\n     Skadden, Arps, Slate, Meagher &amp; Flom LLP\n     East Wing Office, Level 4\n     China World Trade Center\n     1 Jianguomenwai Avenue\n     Beijing 100004\n     People's Republic of China\n\n     fax:  (8610) 6505-5522\n\nor to such other persons or addresses as may be designated in writing by the\nparty to receive such notice as provided above.\n\n     10.7. Entire Agreement. This Agreement (including any exhibits attached\n           ----------------\nhereto), the Company Disclosure Letter, and the Parent Disclosure Letter\nconstitute the entire agreement, and supersede all other prior agreements,\nunderstandings, representations and warranties both written and oral, among the\nparties, with respect to the subject matter hereof, including, without\nlimitation, the Letter of Intent, dated August 27, 2000, between the Parent and\nthe Company.\n\n     10.8. No Third Party Beneficiaries. This Agreement is not intended to\n           ----------------------------\nconfer upon any Person other than the parties hereto any rights or remedies\nhereunder.\n\n     10.9. Obligations of the Parent and of the Company. Whenever this Agreement\n           --------------------------------------------\nrequires a Subsidiary of the Parent to take any action, such requirement shall\n\n                                     -38-\n\n \nbe deemed to include an undertaking on the part of the Parent to cause such\nSubsidiary to take such action. Whenever this Agreement requires a Subsidiary of\nthe Company to take any action, such requirement shall be deemed to include an\nundertaking on the part of the Company to cause such Subsidiary to take such\naction and, after the Effective Time, on the part of the Surviving Corporation\nto cause such Subsidiary to take such action.\n\n     10.10. Transfer Taxes. All transfer, documentary, sales, use, stamp,\n            --------------\nregistration and other such Taxes and fees (including penalties and interest)\nincurred in connection with the Merger shall be paid by Parent and the Merger\nSub when due, and Parent and the Merger Sub will indemnify the Company against\nliability for any such taxes.\n\n     10.11. Severability. The provisions of this Agreement shall be deemed\n            ------------\nseverable and the invalidity or unenforceability of any provision shall not\naffect the validity or enforceability or the other provisions hereof. If any\nprovision of this Agreement, or the application thereof to any Person or any\ncircumstance, is invalid or unenforceable, (a) a suitable and equitable\nprovision shall be substituted therefor in order to carry out, so far as may be\nvalid and enforceable, the intent and purpose of such invalid or unenforceable\nprovision and (b) the remainder of this Agreement and the application of such\nprovision to other Persons or circumstances shall not be affected by such\ninvalidity or unenforceability, nor shall such invalidity or unenforceability\naffect the validity or enforceability of such provision, or the application\nthereof, in any other jurisdiction.\n\n     10.12. Interpretation. The table of contents and headings herein are for\n            --------------\nconvenience of reference only, do not constitute part of this Agreement and\nshall not be deemed to limit or otherwise affect any of the provisions hereof.\nWhere a reference in this Agreement is made to a Section or Exhibit, such\nreference shall be to a Section of or Exhibit to this Agreement unless otherwise\nindicated. Whenever the words \"include,\" \"includes\" or \"including\" are used in\nthis Agreement, they shall be deemed to be followed by the words \"without\nlimitation.\"\n\n     10.13. Assignment. This Agreement shall not be assignable by operation of\n            ----------\nlaw or otherwise; provided, however, that the Parent may designate, by written\n                  --------  -------\nnotice to the Company, another wholly-owned direct or indirect subsidiary to be\na Constituent Corporation in lieu of the Merger Sub, in which event all\nreferences herein to the Merger Sub shall be deemed references to such other\nsubsidiary, except that all representations and warranties made herein with\nrespect to the Merger Sub as of the date of this Agreement shall be deemed\nrepresentations and warranties made with respect to such other subsidiary as of\nthe date of such designation.\n\n                                     -39-\n\n \n     IN WITNESS WHEREOF, this Agreement has been duly executed and\ndelivered by the duly authorized officers of the parties hereto as of the date\nfirst written above.\n\n\n                                    SOHU.COM INC.\n\n\n                                    By: \/s\/ Thomas Gurnee\n                                        ------------------------------------\n                                        Name:  Thomas Gurnee\n                                        Title: Chief Financial Officer\n\n\n                                    ALPHA SUB INC.\n\n\n                                    By: \/s\/ Thomas Gurnee\n                                        ------------------------------------\n                                        Name:  Thomas Gurnee\n                                        Title: Chief Financial Officer\n\n\n                                    CHINAREN, INC.\n\n\n                                    By: \/s\/ Joseph Chen\n                                        ------------------------------------\n                                        Name:  Joseph Chen\n                                        Title: President\n\nThe undersigned, each a founding shareholder of ChinaRen, Inc., hereby\nacknowledge their agreement, covenant and willingness to fulfill their\nrespective obligations as contemplated by this Agreement.\n\n\n                                    By: \/s\/ Joseph Chen\n                                        -----------------------------------\n                                        Name: Joseph Chen\n\n\n                                    By: \/s\/ Nick Yang\n                                        -----------------------------------\n                                        Name: Nick Yang\n\n\n                                    By: \/s\/ Yunfan Zhou\n                                        -----------------------------------\n                                        Name: Yunfan Zhou\n\n \nExhibits and Schedules to Agreement and Plan of Merger among Sohu.com Inc.,\nAlpha Sub Inc. and ChinaRen, Inc. dated as of September 13, 2000 Omitted in\nAccordance with Item 601(b)(2) of Regulation S-K\n\n                                   -------------------------------\nExhibit 4.6                        Principal Terms of Escrow Agreement\nExhibit 5.1(v)                     Form of Voting, Consent and Waiver\n                                   Agreement\nExhibit 6.10                       Principal Terms of Employment Agreements\nExhibit 6.12(a)                    Form of Shareholder Questionnaire\nExhibit 6.12(b)                    Form of Shareholder Lock-Up\nExhibit 6.12(c)                    Form of Investor Representation Letter\nExhibit 6.13(a)                    Form of Option Holder Questionnaire\nExhibit 6.13(b)                    Form of Option Holder Lock-Up\nExhibit 6.17                       Schedule of Holders\nExhibit 7.2(d)                     Form of Opinion of PRC Counsel\n\nParent Disclosure Letter\nCompany Disclosure Letter\n\n\n     Sohu.com Inc. will furnish supplementally a copy of any omitted exhibit or\nschedule to the Securities and Exchange Commission upon request; provided\nhowever, that Sohu.com Inc. may request confidential treatment pursuant to Rule\n24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or\nexhibit so furnished.\n\n                                       7\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8856],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43115","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sohucom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43115","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43115"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43115"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43115"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43115"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}