CUSIP No. 83409V104
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1.
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Names of Reporting Persons
Xiaochuan Wang
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Peoples Republic of China
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
2,326,400 Class A Ordinary Shares (1)(3), represented by 2,326,400 American depositary shares (ADSs) of the Issuer.
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6.
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Shared Voting Power
19,200,000 Class A Ordinary Shares (2)(3)
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7.
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Sole Dispositive Power
21,526,400 Class A Ordinary Shares (1)(2), of which 2,326,400 Class A Ordinary Shares are represented by 2,326,400 ADSs.
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
21,526,400 Class A Ordinary Shares (1)(2), of which 2,326,400 Class A Ordinary Shares are represented by 2,326,400 ADSs.
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o
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11.
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Percent of Class Represented by Amount in Row (9)
5.6% (4)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1) Winsor Glory Limited, a British Virgin Islands company beneficially owned by the Reporting Person, is the record and beneficial owner, and has sole voting and dispositive power with respect to, 2,326,400 Class A Ordinary Shares represented by 2,326,400 ADSs, all of which may be deemed to be beneficially owned by the Reporting Person.
(2) Includes (i) 17,760,000 Class A Ordinary Shares held of record by Winsor Glory Limited, a British Virgin Islands company beneficially owned by the Reporting Person, and (ii) 1,440,000 Class A Ordinary Shares held of record by Rose Shadow Company Limited, a British Virgin Islands trust of which the Reporting Person is the beneficiary, all of which may be deemed to be beneficially owned by the Reporting Person. These shares are subject to a Voting Agreement, originally entered into as of September 16, 2013 and amended as of August 11, 2017, by and among the Issuer, a wholly-owned subsidiary of the Issuers parent company Sohu.com Limited (Sohu), the Reporting Person, and the other parties thereto, pursuant to which the Reporting Person has agreed to vote such Class A Ordinary Shares to elect Sohus designees to the Board of Directors of the Issuer.
(3) With respect to matters requiring a shareholder vote, holders of Class A Ordinary Shares and holders of Class B Ordinary Shares, par value of $0.001 per share (the Class B Ordinary Shares), of the Issuer vote together as one class. Each Class A Ordinary Shares is entitled to one vote and each Class B Ordinary Shares is entitled to ten votes. As a result, the 21,526,400 Class A Ordinary Shares deemed to be beneficially owned by the Reporting Person, of which 2,326,400 Class A Ordinary Shares are represented by 2,326,400 ADSs, represent approximately 0.7% of the voting power of all issued and outstanding ordinary shares of the Issuer.
(4) Class A Ordinary Shares and Class B Ordinary Shares have identical rights with the exception of voting rights, and the Class B Ordinary Shares conversion right. Each Class B Ordinary Share is convertible into one Class A Ordinary Shares at any time at the election of the holder. Each Class A Ordinary Shares is entitled to one vote and each Class B Ordinary Shares is entitled to ten votes. For the purpose of calculating percentage ownership in this Amendment No. 2, the Reporting Person has treated Class A Ordinary Shares and Class B Ordinary Shares as if they were the same class. The percentage is calculated based on 108,833,041 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and 278,757,875 Class B Ordinary Shares issued and outstanding as of December 31, 2020.