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Guía para llenar el Formulario 6

In document ESTADO PLURINACIONAL DE BOLIVIA (página 50-54)

II. OBJETIVO Y ALCANCE DEL MANUAL

5.6. Formulario Nº 6: Requerimiento de Servicios - Consultorías 39

5.6.2. Guía para llenar el Formulario 6

Upon completion of this offering, assuming the underwriters do not exercise their over-allotment option, Sohu will hold 70.7% of the combined total of our outstanding Class A and Class B ordinary shares, and will control 81.5% of the voting power of the combined total of our outstanding Class A and Class B ordinary shares due to the additional voting power of the Class B ordinary shares it holds. If the underwriters exercise their over- allotment option in full, upon completion of this offering, Sohu will hold 68.5% of our combined total

outstanding ordinary shares and will control 80.8% of the combined total voting power of our outstanding ordinary shares. Following the completion of this offering, Sohu will continue to have the power acting alone to approve any action requiring a vote of the majority of our ordinary shares and to elect all our directors.

Contractual Arrangements with Gamease and Its Shareholders

PRC laws currently restrict foreign ownership of online game businesses. To comply with PRC laws, we conduct our game operations and distribution businesses through AmazGame’s contractual arrangements with Gamease and its shareholders. See “Our History and Corporate Structure—Contractual Arrangements with our VIE and Its Shareholders.”

Transactions and Agreements with Sohu

Expenses charged from Sohu for sales and marketing services and certain other services, including the use of Sohu’s PEAK system, amounted to $19.3 million, $14.6 million and $0.6 million for the years ended December 31, 2008, 2007 and 2006, respectively. The amounts of these charges were agreed to by Sohu and us with reference to amounts charged for similar services by unrelated parties. Total corporate marketing and general administrative expenses allocated from Sohu were $11.3 million, $3.9 million and $1.3 million for the years ended December 31, 2008, 2007 and 2006, respectively. The corporate marketing and general

administrative expenses allocated from Sohu using a proportional cost allocation methodology consist primarily of shared corporate marketing expenses, share-based compensation of senior management and shared services of management including finance, legal, technology, human resources and internal audit. The amounts of these charges were allocated to us based on revenues, number of employees and number of servers attributable to us. Generally, shared services of human resources were allocated to us based on our headcount as a proportion of total headcount in the Sohu Group; shared services of technology were allocated to us based on our usage of servers as a proportion of total servers of the Sohu Group; and shared corporate marketing expenses, share-based compensation of senior management and other shared services were allocated to us based on our revenues as a proportion of total revenues of the Sohu Group. See the notes to our consolidated financial statements regarding “Related Party Transactions” included elsewhere in this prospectus.

In the future, we expect to continue to use the Sohu logo, to purchase banner advertisements from Sohu, and to include advertisements for and links to our MMORPGs on Sohu’s 17173.com website. For each of such services, we will pay Sohu at the same rates as Sohu charges third parties for such services. We also expect to use Sohu’s PEAK online billing system and for Sohu to provide links to our MMORPG website on Sohu.com’s main website, for which we will pay Sohu at a rate comparable to the rates charged by third-party providers for similar services. In the future, for so long as Sohu remains as our controlling shareholder, we intend to enter into new agreements, or make amendments to existing agreements, between us and Sohu that involve significant

expenditures or commitments with reference to the terms of similar agreements between unrelated third parties. We will also submit such agreements and amendments for review by the audit committee of our board of directors, which will assess such agreements and amendments for potential conflicts of interest in accordance with NASDAQ Stock Market Rules, and seek to ensure that terms of such agreements and amendments are no less favorable than would be comparable agreements between us and an unrelated third party. We have adopted a policy for our audit committee setting forth the guidelines under which related party transactions, including transactions between Sohu and us, must be reviewed and approved or ratified by the audit committee. In assessing a related party transaction, the audit committee will be required to consider such factors as (i) the

benefits to us of the transaction; (ii) the commercial reasonableness of the terms of the related party transaction; (iii) the materiality of the transaction to us; and (iv) the extent of the related party’s interest in the transaction.

We have entered into various agreements with Sohu, our controlling shareholder. See “Our Relationship with Sohu.”

Loans Outstanding

As of December 31, 2008 and 2007, we had outstanding loan payables to Sohu in the amount of $8.5 million and $5.0 million, respectively, with annual interest rates ranging from 4.8% to 5.05%. The $5.0 million loan made in 2007 was advanced by Sohu to fund the establishment of AmazGame and the $3.5 million loan made in 2008 was advanced to provide for working capital needs of Changyou HK. The loans are repayable within thirty days after demand for repayment by Sohu.

Amounts Due to/from Sohu

Intercompany payables to Sohu, arising mainly from expenses charged from Sohu for sales and marketing services provided to us and an allocation of Sohu’s shared advertising expenses, amounted to $10.8 million as of December 31, 2008. Intercompany payables to Sohu, arising mainly from assets transferred from and services provided by Sohu in 2007, amounted to $21.7 million as of December 31, 2007. Intercompany receivables from Sohu, arising mainly from customer advances collected by Sohu on our behalf, were $8.5 million and $8.8 million as of December 31, 2008 and December 31, 2007, respectively. These balances are interest free and settleable on demand, and are measured at the amount of consideration established and agreed to by the related parties, which approximates amounts charged to third parties.

Other Transactions with Certain Directors, Shareholders and Affiliates

See “Management—Compensation of Directors and Executive Officers.”

Employment Agreements

See “Management—Employment Agreements.”

Share Incentive Plan

In document ESTADO PLURINACIONAL DE BOLIVIA (página 50-54)

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