Mga Batayang Estadistika
| LEI | 549300WNVDJ6CR8AY837 |
| CIK | 1713947 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sogou Inc - ADR
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| October 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-38279 Sogou Inc. (Exact name of registrant as specified in its charter) L |
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| September 29, 2021 |
SOGO / Sogou Inc / Sohu.com Ltd - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sogou Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Tit |
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| September 29, 2021 |
SOGO / Sogou Inc / ZHANG CHARLES - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sogou Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Tit |
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| September 27, 2021 |
SOGO / Sogou Inc / Tencent Holdings Ltd - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Sogou Inc. (Name of Issuer) Class A ordinary shares, par value US$0.001 per share (Title of Class of Securities) 83409V104** (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 31 |
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| September 24, 2021 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 05, 2021, pursuant to the provisions of Rule 12d2-2 (a). |
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| September 23, 2021 |
Sogou Announces Completion of Going-Private Transaction Exhibit 99.1 Sogou Announces Completion of Going-Private Transaction BEIJING, China, September 23, 2021 ? Sogou Inc. (NYSE: SOGO) (?Sogou? or the ?Company?), an innovator in search and a leader in China?s internet industry, today announced the completion of the merger (the ?Merger?), contemplated by the Agreement and Plan of Merger, dated September 29, 2020 and amended on December 1, 2020 and furt |
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| September 23, 2021 |
Registration No. 333-222343 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sogou Inc. (Exact name of registrant as specified in its charter) Cayman Islands 98-0480242 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Level 15, S |
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| September 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Dist |
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| September 23, 2021 |
Exhibit (d)(8) PLAN OF MERGER THIS PLAN OF MERGER is made on 23 September, 2021 BETWEEN (1) TitanSupernova Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands having its registered office at Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands (?Parent?); and (2) Sogou Inc. |
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| September 23, 2021 |
? ? ? SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 3)? ? Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ? Sogou Inc. (Name of the Issuer) ? Sogou Inc. Tencent Holdings Limited THL A21 Limited TitanSupernova Limited Tencent Mobility Limited Sohu.com Limited Sohu.com (Search) Limited (Name of Per |
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| August 9, 2021 |
Sogou Announces Second Quarter 2021 Results Exhibit 99.1 Sogou Announces Second Quarter 2021 Results BEIJING, China, August 9, 2021 ? Sogou Inc. (NYSE: SOGO) ("Sogou" or the ?Company"), an innovator in search and a leader in China's internet industry, today announced its unaudited financial results for the second quarter, ended June 30, 2021. Second Quarter 2021 Financial Results Total revenues1 were $147.5 million, a 44% decrease year-over |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Distric |
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| July 30, 2021 |
TABLE OF CONTENTS ? ? SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 2)? ? Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 ? Sogou Inc. (Name of the Issuer) ? Sogou Inc. Tencent Holdings Limited THL A21 Limited TitanSupernova Limited Tencent Mobility Limited Sohu.com Limited Sohu.com (Search) Limi |
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| July 30, 2021 |
Exhibit (d)(6) AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of July 19, 2021 (this ?Amendment?), by and among THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (?THL?), TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the |
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| July 30, 2021 |
Exhibit (d)(7) AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT, dated as of July 19, 2021 (this ?Amendment?), by and among (a) TitanSupernova Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (?Buyer?), (b) Sohu.com (Search) Limited, an exempted company with limited liability incorporated under the Law |
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| July 21, 2021 |
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT Exhibit 12 AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT, dated as of July 19, 2021 (this ?Amendment?), by and among (a) TitanSupernova Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (?Buyer?), (b) Sohu.com (Search) Limited, an exempted company with limited liability incorporated under the Laws of |
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| July 21, 2021 |
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER Exhibit 11 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, dated as of July 19, 2021 (this ?Amendment?), by and among THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (?THL?), TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the Cay |
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| July 21, 2021 |
SOGO / Sogou Inc / Tencent Holdings Ltd - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Sogou Inc. (Name of Issuer) Class A ordinary shares, par value US$0.001 per share (Title of Class of Securities) 83409V104** (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place No. 1 Queen?s Road East, Wanchai, Hong Kong Telephone: +852 31 |
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| May 14, 2021 |
Sogou Announces First Quarter 2021 Results Exhibit 99.1 Sogou Announces First Quarter 2021 Results BEIJING, China, May 14, 2021 ? Sogou Inc. (NYSE: SOGO) ("Sogou" or the ?Company"), an innovator in search and a leader in China's internet industry, today announced its unaudited financial results for the first quarter, ended March 31, 2021. First Quarter 2021 Financial Results Total revenues1 were $137.2 million, a 47% decrease year-over-yea |
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| May 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District B |
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| March 18, 2021 |
Exhibit 13.2 ? Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 In connection with the Annual Report on Form 20-F of Sogou Inc. (the ?Company?) for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Fion Zhou, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ?1350, as ad |
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| March 18, 2021 |
Exhibit 4.17 ? ? [Tencent logo] Cooperation Agreement between Weixin Official Platform and Sogou Search ? English Translation ? Cooperation Agreement ? between ? Weixin Official Platform ? and ? Sogou Search ? Agreement No.: [ ] ? Party A: Shenzhen Tencent Computer Systems Co., Ltd. Contact person: Mailing address: Tel: Email: ? Party B: Beijing Sogou Information Service Co., Ltd. Contact person: |
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| March 18, 2021 |
Exhibit 4.18C ? ? The Third Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement ? This Third Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (?Third Supplemental Agreement?) is made by the following parties on February 14, 2021: ? Shenzhen Tencent Computer Systems Co., Ltd., a corporation duly |
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| March 18, 2021 |
Consent of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm EX-15.1 9 sogo-20201231xex15d1.htm EXHIBIT 15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-222343) of Sogou Inc. of our report dated March 18, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in |
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| March 18, 2021 |
Consent of Commerce & Finance Law Offices EX-15.2 10 sogo-20201231xex15d2.htm EXHIBIT 15.2 Exhibit 15.2 March 18, 2021 Sogou Inc. Level 15, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084 People’s Republic of China Re: Consent of Commerce & Finance Law Offices We hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Risk Factors” and “Business Overv |
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| March 18, 2021 |
Certification of Chief Financial Officer Required by Rule 13a-14(a) Exhibit 12.2 I, Fion Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Sogou Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this |
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| March 18, 2021 |
Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
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| March 18, 2021 |
Certification of Chief Executive Officer Required by Rule 13a-14(a) Exhibit 12.1 I, Xiaochuan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Sogou Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by |
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| March 18, 2021 |
Exhibit 13.1 ? Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 In connection with the Annual Report on Form 20-F of Sogou Inc. (the ?Company?) for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Xiaochuan Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ?1350, |
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| February 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sogou Inc. (Name of Issuer) Class A Ordinary Shares, par value of $0.001 per share (Title of Class of Securities) 83409V104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| February 4, 2021 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2021 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Distr |
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| February 4, 2021 |
Sogou Announces Fourth Quarter and Full Year 2020 Results Exhibit 99.1 Sogou Announces Fourth Quarter and Full Year 2020 Results BEIJING, China, February 4, 2021 — Sogou Inc. (NYSE: SOGO) (“Sogou” or the “Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the fourth quarter and full year, ended December 31, 2020. Fourth Quarter 2020 Financial Results Total revenues1 were $189.5 |
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| January 27, 2021 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2021 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Distri |
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| December 3, 2020 |
AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT Exhibit 10 AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT, dated as of December 1, 2020 (this “Amendment”), by and among (a) TitanSupernova Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Buyer”), (b) Sohu.com (Search) Limited, an exempted company with limited liability incorporated under the Laws |
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| December 3, 2020 |
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER Exhibit 9 AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of December 1, 2020 (this “Amendment”), by and among THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the C |
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| December 3, 2020 |
SOGO / Sogou Inc. / Tencent Holdings Ltd - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Sogou Inc. (Name of Issuer) Class A ordinary shares, par value US$0.001 per share (Title of Class of Securities) 83409V104** (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 31 |
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| December 1, 2020 |
Exhibit (d)(5) AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT This AMENDMENT NO. 1 TO SHARE PURCHASE AGREEMENT, dated as of December 1, 2020 (this “Amendment”), by and among (a) TitanSupernova Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Buyer”), (b) Sohu.com (Search) Limited, an exempted company with limited liability incorporated under the |
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| December 1, 2020 |
Exhibit (d)(4) AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of December 1, 2020 (this “Amendment”), by and among THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of |
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| December 1, 2020 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 16, 2020 |
Sogou Announces Third Quarter 2020 Results Exhibit 99.1 Sogou Announces Third Quarter 2020 Results BEIJING, China, November 16, 2020 — Sogou Inc. (NYSE: SOGO) (“Sogou” or “the Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the third quarter, ended September 30, 2020. Total revenues1 were $216.7 million, a 31.2% decrease year-over-year. The decrease was primar |
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| November 16, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Distr |
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| October 28, 2020 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| October 28, 2020 |
Exhibit (c)(2) Sogou Inc. Fairness Analysis Presented to the Special Committee of Independent Directors September 29, 2020 The information contained herein is of a confidential nature and is intended for the use of the persons or firm to whom it is furnished by us. Reproduction, publication, or dissemination of any portion hereof may not be made without prior approval of Duff & Phelps, LLC and its |
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| October 28, 2020 |
Opinion of Duff & Phelps, dated as of September 29, 2020. Exhibit (c)(1) Confidential September 29, 2020 Special Committee of the Board of Directors Sogou Inc. |
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| October 28, 2020 |
Exhibit (d)(2) CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of September 29, 2020, by and between THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), and TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned Subsidiary of THL (“Parent”). |
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| October 28, 2020 |
Exhibit (f)(2) CAYMAN ISLANDS COMPANIES LAW 238. Rights of dissenters (1) A member of a constituent company incorporated under this Law shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation. (2) A member who desires to exercise that person’s entitlement under subsection (1) shall give to the constituent company, before the vote on the |
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| October 9, 2020 |
EX-2.1 Exhibit 2.1 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D with respect to the Class A Ordinary Shares of Sogou Inc., and any further amendments to such statement on Schedule 13D executed by each of them, pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 19 |
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| October 9, 2020 |
SOGO / Sogou Inc. / Sohu.com Ltd - SC 13D Activist Investment SC 13D 1 d928810dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. )* Sogou Inc. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share |
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| October 1, 2020 |
Exhibit 6 Execution Version AGREEMENT AND PLAN OF MERGER among THL A21 LIMITED, TitanSupernova Limited SOGOU INC. |
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| October 1, 2020 |
Exhibit 7 Execution Version SHARE PURCHASE AGREEMENT dated as of September 29, 2020 among TITANSUPERNOVA LIMITED, SOHU. |
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| October 1, 2020 |
SOGO / Sogou Inc. / Tencent Holdings Ltd - FORM SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sogou Inc. (Name of Issuer) Class A ordinary shares, par value US$0.001 per share (Title of Class of Securities) 83409V104** (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 31 |
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| October 1, 2020 |
Exhibit 8 Execution Version CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of September 29, 2020, by and between THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), and TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned Subsidiary of THL (“Parent”). |
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| September 29, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2020 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Dist |
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| September 29, 2020 |
Exhibit 99.2 Execution Version AGREEMENT AND PLAN OF MERGER among THL A21 LIMITED, TITANSUPERNOVA LIMITED SOGOU INC. and solely for purposes of Section 9.09, Section 9.10 and Section 9.11 hereof, TENCENT MOBILITY LIMITED Dated as of September 29, 2020 TABLE OF CONTENTS PAGE ARTICLE 1 THE MERGER Section 1.01. The Merger 2 Section 1.02. Closing; Closing Date 2 Section 1.03. Effective Time 2 Section |
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| September 29, 2020 |
Sogou Enters into Definitive Agreement for Going-Private Transaction Exhibit 99.1 Sogou Enters into Definitive Agreement for Going-Private Transaction BEIJING, China, September 29, 2020 — Sogou Inc. (NYSE: SOGO) (“Sogou” or the “Company”), an innovator in search and a leader in China’s internet industry, today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with THL A21 Limited (“THL”), TitanSupernova Limited (“ |
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| August 11, 2020 |
Sogou Announces Appointment of Independent Financial Advisor EX-99.1 2 a20-272521ex99d1.htm EX-99.1 Exhibit 99.1 Sogou Announces Appointment of Independent Financial Advisor BEIJING, CHINA, August 11, 2020 — Sogou Inc. (NYSE: SOGO) (“Sogou” or the “Company”), an innovator in search and a leader in China’s internet industry, today announced that the special committee (the “Special Committee”) of the board of directors of the Company (the “Board”) has retaine |
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| August 11, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2020 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Distric |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2020 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Distric |
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| August 10, 2020 |
Sogou Announces Second Quarter 2020 Results Exhibit 99.1 Sogou Announces Second Quarter 2020 Results BEIJING, China, August 10, 2020 — Sogou Inc. (NYSE: SOGO) (“Sogou” or “the Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the second quarter, ended June 30, 2020. Second Quarter 2020 Highlights · Total revenues1 were $261.2 million, a 14% decrease year-over-yea |
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| August 5, 2020 |
EX-99.3 3 dp133823ex9903.htm EXHIBIT 3 Exhibit 3 Support Agreement This SUPPORT AGREEMENT (this “Agreement”), dated as of July 27, 2020, is made by and between Mr. Charles Zhang (“Mr. Zhang”) and Tencent Holdings Limited, a Cayman Islands company (“Tencent”, and together with Mr. Zhang, the “Parties”). WHEREAS, substantially concurrently with the execution and delivery of this Agreement, Tencent w |
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| August 5, 2020 |
SOGO / Sogou Inc. / Tencent Holdings Ltd - FORM SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Sogou Inc. (Name of Issuer) Class A ordinary shares, par value US$0.001 per share (Title of Class of Securities) 83409V104** (CUSIP Number) Tencent Holdings Limited 29/F., Three Pacific Place No. 1 Queen’s Road East, Wanchai, Hong Kong Telephone: +852 314 |
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| August 5, 2020 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including any future amendments) relating to the Class A ordinary shares, par value US$0. |
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| August 3, 2020 |
EX-7.3 Exhibit 7.3 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of July 27, 2020, is made by and between Mr. Charles Zhang (“Mr. Zhang”) and Tencent Holdings Limited, a Cayman Islands company (“Tencent”, and together with Mr. Zhang, the “Parties”). WHEREAS, substantially concurrently with the execution and delivery of this Agreement, Tencent will submit a preliminary non-b |
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| August 3, 2020 |
SOGO / Sogou Inc. / ZHANG CHARLES - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be included in Statements Filed Pursuant to Rule 13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. |
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| July 31, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2020 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District |
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| July 31, 2020 |
Exhibit 99.1 Sogou Announces Formation of Independent Special Committee to Review Tencent’s Preliminary Non-Binding Proposal to Acquire Sogou BEIJING, China, July 31, 2020 — Sogou Inc. (NYSE: SOGO) (“Sogou” or the “Company”), an innovator in search and a leader in China’s internet industry, announced that today its board of directors (the “Board”) has formed a special committee (the “Special Commi |
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| July 28, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2020 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District |
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| July 28, 2020 |
Sogou Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company EX-99.1 2 a20-257791ex99d1.htm EX-99.1 Exhibit 99.1 Sogou Announces Receipt of a Preliminary Non-Binding Proposal to Acquire the Company BEIJING, China, July 27, 2020 — Sogou Inc. (NYSE: SOGO) (“Sogou” or the “Company”), an innovator in search and a leader in China’s internet industry, announced that today its board of directors (the “Sogou Board”) received a letter (the “Proposal Letter”) contain |
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| June 24, 2020 |
Current Report of Foreign Issuer - 6-K 6-K 1 a20-2329516k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2020 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun E |
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| June 24, 2020 |
Sogou Announces Management Change Exhibit 99.1 Sogou Announces Management Change BEIJING, June 24, 2020 /PRNewswire/ — Sogou Inc. (NYSE: SOGO) (“Sogou” or the “Company”), an innovator in search and a leader in China’s internet industry, today announced that Mr. Joe Zhou has resigned from his position as the Company’s Chief Financial Officer (“CFO”) for personal reasons, effective June 30, 2020. The board of directors of the Compan |
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| May 18, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2020 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District B |
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| May 18, 2020 |
Sogou Announces First Quarter 2020 Results Exhibit 99.1 Sogou Announces First Quarter 2020 Results BEIJING, China, May 18, 2020 — Sogou Inc. (NYSE: SOGO) (“Sogou” or “the Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the first quarter, ended March 31, 2020. First Quarter 2020 Highlights · Total revenues1 were $257.3 million, a 2% increase year-over-year, or |
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| April 23, 2020 |
Certification of Chief Executive Officer Required by Rule 13a-14(a) Exhibit 12.1 I, Xiaochuan Wang, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 20-F/A of Sogou Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect |
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| April 23, 2020 |
Certification of Chief Financial Officer Required by Rule 13a-14(a) Exhibit 12.2 I, Joe Zhou, certify that: 1. I have reviewed this Amendment No. 1 to Annual Report on Form 20-F/A of Sogou Inc.; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to th |
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| April 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| April 21, 2020 |
EX-4.19 4 a20-152531ex4d19.htm EX-4.19 Exhibit 4.19 Contract No.: SOHU.COM Internet Plaza Office Building Lease Between Beijing Sohu New Era Information Technology Co., Ltd. and Beijing Sogou Network Technology Co., Ltd. Lease Parties: Lessor: Address: Legal representative: Tel: Fax: Beijing Sohu New Era Information Technology Co., Ltd. SOHU.com Media Plaza, No. 2 Park, No. 3 Building, South Road |
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| April 21, 2020 |
Exhibit 4.18B The Second Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement This Second Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (“Supplemental Agreement”) is made by the following parties on October 24, 2019: (1) Shenzhen Tencent Computer Systems Co., Ltd., a corporation duly establis |
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| April 21, 2020 |
Consent of Commerce & Finance Law Offices EX-15.2 13 a20-152531ex15d2.htm EX-15.2 Exhibit 15.2 April 21, 2020 Sogou Inc. Level 15, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084 People’s Republic of China Re: Consent of Commerce & Finance Law Offices We hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Risk Factors” and “Business Overview — Org |
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| April 21, 2020 |
Exhibit 13.2 Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 In connection with the Annual Report on Form 20-F of Sogou Inc. (the “Company”) for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joe Zhou, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopt |
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| April 21, 2020 |
Certification of Chief Financial Officer Required by Rule 13a-14(a) Exhibit 12.2 I, Joe Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Sogou Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this |
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| April 21, 2020 |
Certification of Chief Executive Officer Required by Rule 13a-14(a) Exhibit 12.1 I, Xiaochuan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Sogou Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by |
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| April 21, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SE |
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| April 21, 2020 |
Consent of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm EX-15.1 12 a20-152531ex15d1.htm EX-15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-222343) of Sogou Inc. of our report dated April 21, 2020 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this For |
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| April 21, 2020 |
Exhibit 13.1 Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 In connection with the Annual Report on Form 20-F of Sogou Inc. (the “Company”) for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiaochuan Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as |
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| April 21, 2020 |
EX-4.20 5 a20-152531ex4d20.htm EX-4.20 Exhibit 4.20 Contract No.: SOHU.COM Internet Plaza Office Building Lease Between Beijing Sohu New Media Information Technology Co., Ltd. and Beijing Sogou Information Services Co., Ltd. Lease Parties: Lessor: Address: Legal representative: Tel: Fax: Beijing Sohu New Media Information Technology Co., Ltd. SOHU.com Media Plaza, No. 2 Park, No. 3 Building, South |
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| April 21, 2020 |
EX-4.17 2 a20-152531ex4d17.htm EX-4.17 Exhibit 4.17 [Tencent logo] Cooperation Agreement between Weixin Official Platform and Sogou Search English Translation Cooperation Agreement between Weixin Official Platform and Sogou Search Agreement No.: [ ] Party A: Shenzhen Tencent Computer Systems Co., Ltd. Contact person: Mailing address: Tel: Email: Party B: Beijing Sogou Information Service Co., Ltd. |
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| April 21, 2020 |
EX-4.21 6 a20-152531ex4d21.htm EX-4.21 Exhibit 4.21 Contract No.: SOHU.COM Internet Plaza Office Building Lease Between Beijing Sohu New Media Information Technology Co., Ltd. and Beijing Sogou Technology Development Co., Ltd. Lease Parties: Lessor: Address: Legal representative: Tel: Fax: Beijing Sohu New Media Information Technology Co., Ltd. SOHU.com Media Plaza, No. 2 Park, No. 3 Building, Sou |
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| March 9, 2020 |
SOGO / Sogou Inc. 6-K - Current Report of Foreign Issuer - 6-K 6-K 1 a20-1208216k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2020 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun |
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| March 9, 2020 |
Sogou Announces Fourth Quarter and Full Year 2019 Results Exhibit 99.1 Sogou Announces Fourth Quarter and Full Year 2019 Results BEIJING, China, March 9, 2020 — Sogou Inc. (NYSE: SOGO) (“Sogou” or “the Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the fourth quarter and full year, ended December 31, 2019. Fourth Quarter 2019 Highlights · Total revenues1 were $301.0 million |
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| February 14, 2020 |
SOGO / Sogou Inc. / EdgePoint Investment Group Inc. - 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) SOGOU INC. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) 83409V104 (CUSIP Number) December 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru |
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| November 4, 2019 |
Sogou Announces Third Quarter 2019 Results Exhibit 99.1 Sogou Announces Third Quarter 2019 Results BEIJING, China, November 4, 2019 — Sogou Inc. (NYSE: SOGO) (“Sogou” or “the Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the third quarter ended September 30, 2019. Third Quarter 2019 Highlights · Total revenues1 were $314.9 million, a 14% increase year-over-y |
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| November 4, 2019 |
SOGO / Sogou Inc. 6-K - Current Report of Foreign Issuer - 6-K 6-K 1 a19-2177716k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2019 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguanc |
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| September 25, 2019 |
SOGO / Sogou Inc. 6-K - Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2019 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Dist |
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| August 5, 2019 |
SOGO / Sogou Inc. 6-K - Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2019 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Distric |
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| August 5, 2019 |
Sogou Announces Second Quarter 2019 Results Exhibit 99.1 Sogou Announces Second Quarter 2019 Results BEIJING, China, August 5, 2019 — Sogou Inc. (NYSE: SOGO) (“Sogou” or “the Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the second quarter ended June 30, 2019. Second Quarter 2019 Highlights · Total revenues1 were $303.6 million, a 1% increase year-over-year, |
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| April 29, 2019 |
SOGO / Sogou Inc. 6-K (Current Report of Foreign Issuer) 6-K 6-K 1 a19-903716k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2019 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun E |
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| April 29, 2019 |
Sogou Announces First Quarter 2019 Results Exhibit 99.1 Sogou Announces First Quarter 2019 Results BEIJING, China, April 29, 2019 — Sogou Inc. (NYSE: SOGO) (“Sogou” or “the Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the first quarter ended March 31, 2019. First Quarter 2019 Highlights · Total revenues1 were $252.7 million, a 2% increase year-over-year. · |
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| March 28, 2019 |
Certification of Chief Executive Officer Required by Rule 13a-14(a) Exhibit 12.1 I, Xiaochuan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Sogou Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by |
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| March 28, 2019 |
EX-4.17 2 a19-67261ex4d17.htm EX-4.17 Exhibit 4.17 [Tencent logo] Cooperation Agreement between Weixin Official Platform and Sogou Search English Translation Cooperation Agreement between Weixin Official Platform and Sogou Search Agreement No.: [19-SD-10584] Party A: Shenzhen Tencent Computer Systems Co., Ltd. Contact person: Mailing address: Tel: Email: Party B: Beijing Sogou Information Service |
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| March 28, 2019 |
Exhibit 13.2 Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 In connection with the Annual Report on Form 20-F of Sogou Inc. (the “Company”) for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joe Zhou, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopt |
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| March 28, 2019 |
Certification of Chief Financial Officer Required by Rule 13a-14(a) Exhibit 12.2 I, Joe Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Sogou Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this |
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| March 28, 2019 |
Exhibit 13.1 Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 In connection with the Annual Report on Form 20-F of Sogou Inc. (the “Company”) for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiaochuan Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as |
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| March 28, 2019 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| March 28, 2019 |
Consent of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-222343) of Sogou Inc. of our report dated March 28, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Zhong |
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| March 28, 2019 |
Consent of Commerce & Finance Law Offices EX-15.2 10 a19-67261ex15d2.htm EX-15.2 Exhibit 15.2 March 28, 2019 Sogou Inc. Level 15, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084 People’s Republic of China Re: Consent of Commerce & Finance Law Offices We hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Risk Factors” and “Business Overview — Orga |
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| March 28, 2019 |
EX-4.18A 3 a19-67261ex4d18a.htm EX-4.18A Exhibit 4.18A English Translation Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement This Supplemental Agreement to the Amended and Restated Business Development and Resource Sharing Agreement (“Supplemental Agreement”) is made by the following parties on September 20, 2018: (1) Shenzhen Tencent Computer S |
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| February 13, 2019 |
SOGO / Sogou Inc. / EdgePoint Investment Group Inc. - SC 13G Passive Investment SC 13G 1 d704234dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SOGOU INC. (Name of Issuer) Class A Ordinary Shares, par value $0.001 per share (Title of Class of Securities) 83409V104 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the a |
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| February 1, 2019 |
Sogou Announces Fourth Quarter and Full year 2018 Results EX-99.1 2 a19-38761ex99d1.htm EX-99.1 Exhibit 99.1 Sogou Announces Fourth Quarter and Full year 2018 Results BEIJING, China, February 1, 2019 — Sogou Inc. (NYSE: SOGO) (“Sogou” or “the Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the fourth quarter and full year, ended December 31, 2018. Fourth Quarter 2018 Highlig |
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| February 1, 2019 |
SOGO / Sogou Inc. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2019 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Distr |
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| February 1, 2019 |
SOGO / Sogou Inc. / Sohu Com Inc - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment Schedule 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sogou Inc. (Name of Issuer) Class A Ordinary Shares, par value of 0.001 per share (Title of Class of Securities) 83409V104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the app |
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| February 1, 2019 |
SOGO / Sogou Inc. / ZHANG CHARLES - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment Schedule 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sogou Inc. (Name of Issuer) Class A Ordinary Shares, par value of $0.001 per share (Title of Class of Securities) 83409V104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| February 1, 2019 |
SOGO / Sogou Inc. / Wang Xiaochuan - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sogou Inc. (Name of Issuer) Class A Ordinary Shares, par value of $0.001 per share (Title of Class of Securities) 83409V104 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| December 21, 2018 |
SOGO / Sogou Inc. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2018 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Distr |
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| November 5, 2018 |
Sogou Announces Third Quarter 2018 Results Exhibit 99.1 Sogou Announces Third Quarter 2018 Results BEIJING, China, November 5, 2018 — Sogou Inc. (NYSE: SOGO) (“Sogou” or “the Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the third quarter 2018, ended September 30, 2018. Third Quarter 2018 Highlights · Total revenues1 were $276.6 million, a 7% increase year-o |
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| November 5, 2018 |
SOGO / Sogou Inc. 6-K (Current Report of Foreign Issuer) 6-K 1 a18-3956016k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2018 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguanc |
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| September 20, 2018 |
SOGO / Sogou Inc. 6-K (Current Report of Foreign Issuer) 6-K 1 a18-3119316k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2018 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguan |
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| July 30, 2018 |
Sogou Announces Second Quarter 2018 Results Exhibit 99.1 Sogou Announces Second Quarter 2018 Results BEIJING, China, July 30, 2018 — Sogou Inc. (NYSE: SOGO) (“Sogou” or “the Company”), an innovator in search and a leader in China’s internet industry, today announced its unaudited financial results for the second quarter 2018, ended June 30, 2018. Second Quarter 2018 Highlights · Total revenues1 were $301.4 million, a 43% increase year-over- |
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| July 30, 2018 |
SOGO / Sogou Inc. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2018 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District |
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| June 25, 2018 |
SOGO / Sogou Inc. 6-K (Current Report of Foreign Issuer) 6-K 1 a18-1601416k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2018 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun E |
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| June 25, 2018 |
Sogou Announces Resignation of Chief Operating Officer Exhibit 99.1 Sogou Announces Resignation of Chief Operating Officer BEIJING — June 25, 2018 — Sogou Inc. (“Sogou” or the “Company”) (NYSE:SOGO), an innovator in search and a leader in China’s internet industry, today announced that Dr. Liyun Ru, the Company’s Chief Operating Officer, has resigned, effective June 30, 2018, to pursue other opportunities. Dr. Ru will remain an advisor to Sogou until |
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| April 25, 2018 |
SOGO / Sogou Inc. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2018 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian District |
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| April 25, 2018 |
Sogou Announces First Quarter 2018 Results Exhibit 99.1 Sogou Announces First Quarter 2018 Results BEIJING, China, April 25, 2018 Sogou Inc. (NYSE: SOGO) (Sogou or the Company), an innovator in search and a leader in Chinas internet industry, today announced its unaudited financial results for the first quarter 2018, ended March 31, 2018. First Quarter 2018 Highlights · Total revenues1 were $248.4 million, a 53% increase year-over-y |
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| February 28, 2018 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| February 28, 2018 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-222343) of Sogou Inc. of our report dated February 28, 2018 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China February 28, 2 |
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| February 28, 2018 |
Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 Exhibit 13.1 Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 In connection with the Annual Report on Form 20-F of Sogou Inc. (the “Company”) for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xiaochuan Wang, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as |
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| February 28, 2018 |
Letter Agreement, dated January 21, 2018, between Sogou Inc. and James Deng Exhibit 4.20 January 12, 2018 Xiaochuan Wang Chief Executive Officer Sogou Inc. Dear Xiaochuan, Please accept my formal resignation as Sogou’s CFO as follows: 1. I hereby resign from my position as Chief Financial Officer of Sogou Inc., a Cayman Islands company (“Sogou”), effective as of the close of business on January 21, 2018 (the “Termination Date”). 2. Commencing on January 22, 2018 and endin |
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| February 28, 2018 |
Exhibit 12.2 I, Joe Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Sogou Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this |
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| February 28, 2018 |
Exhibit 15.2 February 28, 2018 Sogou Inc. Level 15, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084 People’s Republic of China Re: Consent of Commerce & Finance Law Offices We hereby consent to the use of our firm name and summaries of our firm’s opinions under the headings “Risk Factors,” “Business Overview — PRC Regulation” and “Organizational Structu |
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| February 28, 2018 |
Exhibit 12.1 I, Xiaochuan Wang, certify that: 1. I have reviewed this annual report on Form 20-F of Sogou Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by |
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| February 28, 2018 |
Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 Exhibit 13.2 Certification Pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934 In connection with the Annual Report on Form 20-F of Sogou Inc. (the “Company”) for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Joe Zhou, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopt |
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| February 28, 2018 |
2017 Share Incentive Plan, as amended and restated Exhibit 4.2 SOGOU INC. 2017 SHARE INCENTIVE PLAN (amended and restated as of December 28, 2017) 1. Purposes of this Plan This 2017 Share Incentive Plan (this “Plan”) is intended to provide incentives: (a) to the directors, officers, employees, consultants and advisors of Sogou Inc., a Cayman Islands company (the “Company”), and any present or future parents or subsidiaries of the Company by provid |
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| February 28, 2018 |
Exhibit 2.3 SOGOU INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement November 8, 2017 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.1. American Depositary Shares 1 SECTION 1.2. Commission 2 SECTION 1.3. Company 2 SECTION 1.4. Custodian 2 SECTION 1.5. Delisting Event 2 SECTION 1.6. Deliver; Surrender 2 SECTION 1.7. Deposi |
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| February 13, 2018 |
SOGO / Sogou Inc. / Sohu Com Inc - SCHEDULE 13G Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sogou Inc. (Name of Issuer) Class A Ordinary Shares, par value of 0.001 per share (Title of Class of Securities) 83409V104 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 13, 2018 |
EX-99.1 Exhibit 1 JOINT FILING AGREEMENT WHEREAS, the undersigned are beneficial owners, as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934, of Class A Ordinary Shares, $0.001 par value per share, of Sogou Inc. NOW, THEREFORE, the undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of eac |
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| February 13, 2018 |
SOGO / Sogou Inc. / ZHANG CHARLES - SCHEDULE 13G Passive Investment SC 13G 1 d521871dsc13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sogou Inc. (Name of Issuer) Class A Ordinary Shares, par value of $0.001 per share (Title of Class of Securities) 83409V104 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Ch |
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| February 9, 2018 |
SOGO / Sogou Inc. / Tencent Holdings Ltd - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sogou Inc. (Name of Issuer) Class A Ordinary Shares (Title of Class of Securities) 83409V104 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| January 29, 2018 |
Sogou Announces Fourth Quarter and Full Year 2017 Results Exhibit 99.1 Sogou Announces Fourth Quarter and Full Year 2017 Results BEIJING, China, January 29, 2018 ? Sogou Inc. (NYSE: SOGO) (?Sogou? or ?the Company?), an innovator in search and a leader in China?s internet industry, today announced its unaudited financial results for the fourth quarter and full year 2017, ended December 31, 2017. Fourth Quarter 2017 Highlights ? Total revenues were $277.8 |
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| January 29, 2018 |
SOGO / Sogou Inc. 6-K (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2018 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Distri |
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| January 22, 2018 |
6-K 1 a18-354716k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2018 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun |
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| January 22, 2018 |
Sogou Appoints Joe Zhou as Chief Financial Officer Exhibit 99.1 Sogou Appoints Joe Zhou as Chief Financial Officer BEIJING ? January 19, 2018 ? Sogou Inc. (?Sogou? or the ?Company?) (NYSE:SOGO), an innovator in search and a leader in China?s internet industry, today announced the appointment of Joe Zhou as the Company?s chief financial officer, effective January 22. James Deng, Sogou?s existing CFO, who joined the Company in July 2017 to help guid |
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| December 29, 2017 |
Sogou Inc. 2017 Share Incentive Plan Exhibit 10.2 SOGOU INC. 2017 SHARE INCENTIVE PLAN (amended and restated as of December 28, 2017) 1. Purposes of this Plan This 2017 Share Incentive Plan (this “Plan”) is intended to provide incentives: (a) to the directors, officers, employees, consultants and advisors of Sogou Inc., a Cayman Islands company (the “Company”), and any present or future parents or subsidiaries of the Company by provi |
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| December 29, 2017 |
As filed with the Securities and Exchange Commission on December 29, 2017 As filed with the Securities and Exchange Commission on December 29, 2017 Registration No. |
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| December 12, 2017 |
SOGO / Sogou Inc. / Wang Xiaochuan - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sogou Inc. (Name of Issuer) Class A Ordinary Shares, par value of $0.001 per share (Title of Class of Securities) 83409V104 (CUSIP Number) December 4, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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| November 30, 2017 |
Sogou Announces IPO Underwriters’ Exercise of Over-Allotment Option Exhibit 99.1 Sogou Announces IPO Underwriters? Exercise of Over-Allotment Option Beijing ? November 30, 2017 ? Sogou Inc. (?Sogou? or the ?Company?) (NYSE: SOGO), an innovator in search and a leader in China?s Internet industry, today announced that the underwriters of the Company?s initial public offering (the ?IPO?) have exercised their over-allotment option to purchase an additional 5,643,856 A |
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| November 30, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2017 Commission File Number: 001-38279 SOGOU INC. (Exact name of registrant as specified in its charter) Level 15, Sohu.com Internet Plaza No. 1 Unit Zhongguancun East Road, Haidian Distr |
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| November 9, 2017 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Filed pursuant to Rule 424(b)(4) Registration Statement No. |
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| November 6, 2017 |
As filed with the Securities and Exchange Commission on November 6, 2017. Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on November 6, 2017. |
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| November 6, 2017 |
QuickLinks - Click here to rapidly navigate through this document Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. |
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| November 6, 2017 |
J.P. Morgan Securities LLC 383 Madison Avenue, New York, New York 10179 United States of America Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 United States of America Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong China International Capital Corporation Hong Kong Securities Limited 29th Floor, One International Finan |
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| November 6, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Sogou Inc. (Exact name of registrant as specified in its charter) Cayman Islands 98-0480242 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Level |
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| November 6, 2017 |
Form of Underwriting Agreement Exhibit 1.1 SOGOU INC. 45,000,000 American Depositary Shares Representing 45,000,000 Class A Ordinary Shares UNDERWRITING AGREEMENT November [?], 2017 J.P. Morgan Securities LLC 383 Madison Avenue, New York, New York 10179 United States of America Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 United States of America Goldman Sachs (Asia) L.L.C. 68th Floor, Cheun |
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| November 6, 2017 |
November 6, 2017 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 27, 2017 |
Registrant’s Specimen Certificate for Class A ordinary shares Exhibit 4.2 Sogou Inc. DISTINCTIVE NUMBERS NAME AND ADDRESS OF SHAREHOLDER CERTIFICATE NUMBER FROM TO PAR VALUE PER SHARE -XXX- ? ? US$0.001 Name Address DATE OF ISSUE NO. OF SHARES CONSIDERATION PAID -XXX- Class A Ordinary Shares US$XXX SHARE CERTIFICATE OF Sogou Inc. INCORPORATED IN THE CAYMAN ISLANDS Authorised Capital: US$850,000.00 made up of 850,000,000 shares divided into: (a) 571,242,125 C |
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| October 27, 2017 |
As filed with the Securities and Exchange Commission on October 27, 2017. Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on October 27, 2017. |
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| October 27, 2017 |
Opinion of Commerce & Finance Law Offices, counsel to Sogou, regarding certain PRC legal matters Exhibit 99.1 ? ? ? ? ? ? ? Commerce & Finance Law Offices ?? Beijing ? ?? Shanghai ? ?? Shenzhen ???????????????12???????6? 100022 6F NCI Tower, A12 Jianguomenwai Avenue, Beijing 100022, P.R.China ??Tel: (86 10) 6569 3399 ??Fax: (86 10) 6569 3838 ??Email: [email protected] ??Web: www.tongshang.com October 27, 2017 To: Sogou Inc. Level 15, sohu.com Internet Plaza, No. 1 Unit Zhongguancun East R |
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| October 27, 2017 |
EX-4.3 3 a2233539zex-43.htm EX-4.3 Exhibit 4.3 SOGOU INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement [Agreement date] TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.1. American Depositary Shares 1 SECTION 1.2. Commission 2 SECTION 1.3. Company 2 SECTION 1.4. Custodian 2 SECTION 1.5. Delisting Event 2 SECTION 1.6. Deliv |
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| October 13, 2017 |
Consent of International Data Corporation Exhibit 99.2 August 9, 2017 Sogou Inc. Suite 1, Level 9, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road Haidian District, Beijing, People?s Republic of China Re: Sogou Inc. Ladies and Gentlemen, We understand that Sogou Inc. (the ?Company?) plans to file a registration statement on Form F-1 (the ?Registration Statement?) with the United States Securities and Exchange Commission (the ?S |
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| October 13, 2017 |
Exhibit 10.9 English Translation Loan Agreement Between Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan December 2nd, 2013 This Loan Agreement (hereinafter referred to as the ?Agreement?) is entered into by and between the following two parties on December 2nd, 2013: Party A: Beijing Sogou Technology Development Co., Ltd., Registered Address: Room 1, Level 9, Sohu Internet Plaza, |
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| October 13, 2017 |
Exhibit 10.6 VOTING AGREEMENT VOTING AGREEMENT (this ?Agreement?) made on the 16th day of September, 2013 AMONG: (1) SOGOU INC., an exempted company with limited liability organized and existing under the laws of the Cayman Islands whose with executive offices at Level 12, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, China (the ?Company?); (2) SOHU. |
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| October 13, 2017 |
Exhibit 10.11 English Translation Equity Pledge Agreement Among Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., and Shenzhen Tencent Computer System Company Limited December 2nd, 2013 This Equity Pledge Agreement (hereinafter referred to as the ?Agreement?) is entered into by and between the following parties on December 2nd, 2013: |
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| October 13, 2017 |
CORRESP 1 filename1.htm Timothy B. Bancroft [email protected] (617) 574-3511 (Direct) October 13, 2017 VIA EDGAR and EXPRESS COURIER Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20459 Attn: Jan Woo, Legal Branch Chief Re: Sogou Inc. Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted September 22, 2017 CIK No. 000 |
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| October 13, 2017 |
Exhibit 10.10 English Translation Exclusive Equity Interest Purchase Rights Agreement Among Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 This Exclusive Equity Interest Purchase Rights Agreement (hereinafter referre |
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| October 13, 2017 |
Exhibit 10.19 Contract No.: SOHU.COM Internet Plaza Office Building Lease Between Beijing Sohu New Media Information Technology Co., Ltd. and Beijing Sogou Network Technology Co., Ltd. 1 Lease Parties: Lessor: Address: Legal representative: Tel: Fax: Beijing Sohu New Media Information Technology Co., Ltd. SOHU.com Media Plaza, No. 2 Park, No. 3 Building, South Road of Academy of Sciences, Haidian |
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| October 13, 2017 |
English Translation of Form of Non-Competition Agreement with Executive Officers Exhibit 10.4 FORM OF NON-COMPETITION AGREEMENT Party A: Address: Legal representative: Party B: Address: Post code: ID number: Whereas: 1. Party B will become (or is) an employee of Party A, establishing employment relationship with Party A; 2. Party B is aware of (or might become aware of) the important business secrets of the Company or has important influences on the competitive edge over compe |
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| October 13, 2017 |
English Translation of Form of Confidentiality Agreement with Executive Officers Exhibit 10.5 Form of Confidentiality Agreement Party A: Address: Post code: Legal representative: Party B: Address: Post code: ID number: In accordance with the Labor Law of the People?s Republic of China and other laws and regulations on the protection of business secrets of enterprises, this agreement is made and entered into by and between Party A and Party B through friendly negotiations on an |
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| October 13, 2017 |
Consent of iResearch Consulting Group Exhibit 99.3 Consent of iResearch Consulting Co., Ltd Date: [August 4, 2017] Address: [Rm 701, Building B,CCIG International Plaza, 333 North Caoxi Rd.]: Re: Sogou Inc. (the ?Company?) Ladies and Gentlemen: iResearch Consulting Co., Ltd (the ?Consultant,? or ?iResearch?) hereby consents to the references to its name in (i) the registration statement on Form F-1 (together with any amendments theret |
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| October 13, 2017 |
Exhibit 99.1 ? ? ? ? ? ? ? Commerce & Finance Law Offices ?? Beijing ? ?? Shanghai ? ?? Shenzhen ???????????????12???????6? 100022 6F NCI Tower, A12 Jianguomenwai Avenue, Beijing 100022, P.R.China ??Tel: (86 10) 6569 3399 ??Fax: (86 10) 6569 3838 ??Email: [email protected] ??Web: www.tongshang.com [?], 2017 To: Sogou Inc. Level 15, sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Ha |
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| October 13, 2017 |
Exhibit 10.2 SOGOU INC. 2017 SHARE INCENTIVE PLAN (Effective upon the completion of the initial public offering of the Company?s American depositary shares representing its Class A Ordinary Shares) 1. Purposes of this Plan This 2017 Share Incentive Plan (this ?Plan?) is intended to provide incentives: (a) to the directors, officers, employees, consultants and advisors of Sogou Inc., a Cayman Islan |
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| October 13, 2017 |
Exhibit 10.14 English Translation Exclusive Technology Consulting and Service Agreement between Beijing Sogou Technology Development Co., Ltd and Beijing Sogou Information Service Co., Ltd. September 26, 2010 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this ?Agreement?) is entered into by and between the following parties on September 26, 2010: Party A: B |
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| October 13, 2017 |
Exhibit 10.13 English Translation Business Operation Agreement Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 This Business Operation Agreement (hereinafter referred to as the ?Agreement?) is entered into by and amon |
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| October 13, 2017 |
Exhibit 10.16 Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. English Translation Second Amended and Restated Mobile Browser Cooperation Agreement This Second Amended and Restated Mobile Browser Cooperation Agreement on (this ?Agreement?) dated September 25, 2017 is made by and among: (1) Shenzhen Tencent Comp |
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| October 13, 2017 |
Exhibit 10.8 Execution Copy SOGOU INC. REGISTRATION RIGHTS AGREEMENT , 2017 TABLE OF CONTENTS 1. Definitions 1 2. Registration Rights 4 3. Miscellaneous 15 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the ?Agreement?) is entered into as of [?], 2017. AMONG: (1) Sogou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands with its off |
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| October 13, 2017 |
F-1 (File No. 333-220928) originally filed with the SEC on October 13, 2017 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on October 13, 2017. |
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| October 13, 2017 |
Exhibit 10.1 SOGOU INC. 2010 SHARE INCENTIVE PLAN (as amended and restated on August 22, 2014) 1. Purposes of this Plan This 2010 Share Incentive Plan (this ?Plan?) is intended to provide incentives: (a) to the directors, officers, employees, consultants and advisors of Sogou Inc., a company incorporated under the laws of the Cayman Islands (the ?Company?), and any present or future parents or sub |
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| October 13, 2017 |
Exhibit 10.12 English Translation Power of Attorney I, a shareholder of Beijing Sogou Information Service Co., Ltd. (hereinafter referred to as ?Sogou Information?), aggregately hold % of the equity of the Company and hereby agree to authorize Beijing Sogou Technology Development Co., Ltd (hereinafter referred to as ?Sogou Technology? or the ?Authorized Person?) to exercise the shareholder?s right |
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| October 13, 2017 |
Form of Indemnification Agreement with the Registrant's Directors Exhibit 10.15 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of by and between Sogou Inc., a Cayman Islands company (the ?Company?), and (?Indemnitee?). WHEREAS, the Company wishes to attract and retain the services of Indemnitee, to serve as a member of the Board of Directors (?Director?) or as an officer (?Officer?) of the Company; and WHEREAS, the Comp |
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| October 13, 2017 |
Exhibit 10.17 [Tencent logo] Cooperation Agreement between Weixin Official Platform and Sogou Search English Translation Cooperation Agreement between Weixin Official Platform and Sogou Search Agreement No.: [17-SD-00731] Party A: Shenzhen Tencent Computer Systems Co., Ltd. Contact person: Mailing address: Tel: Email: Party B: Beijing Sogou Information Service Co., Ltd. Contact person: Han Yifan M |
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| October 13, 2017 |
English Translation of Form of Employment Agreement with Executive Officers Exhibit 10.3 FORM OF EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as the ?Agreement?) is made by and between the following parties: Party A: , a PRC company, and Party B: , an individual. NOW THEFEFORE, the above parties have entered into this Agreement upon equal negotiation for their joint observance according to the Labor Law of the People?s Republic of China, the Emp |
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| October 13, 2017 |
Exhibit 3.1 THE COMPANIES LAW (2016 REVISION) OF THE CAYMAN ISLANDS EXEMPTED COMPANY LIMITED BY SHARES SEVENTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF SOGOU INC. (adopted by a special resolution passed on October 13, 2017 and effective conditional on and immediately prior to the completion of the initial public offering of the Company?s American depositary shares representing its Class A |
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| October 13, 2017 |
Exhibit 10.7 Execution Copy This VOTING AGREEMENT (this ?Agreement?) is made as of August 11, 2017 AMONG: (1) SOGOU INC., an exempted company with limited liability incorporated under the laws of the Cayman Islands with its registered office at P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands (the ?Company?); (2) SOHU.COM (SEARCH) LIMITED, an |
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| October 13, 2017 |
Code of Ethics and Conduct for Directors, Officers and Employees Exhibit 14.1 SOGOU INC. CODE OF ETHICS AND CONDUCT FOR DIRECTORS, OFFICERS, AND EMPLOYEES It is the policy of Sogou Inc., a Cayman Islands company, that the directors, officers, and employees of Sogou Inc. and each of its subsidiaries and variable interest entities (collectively, the ?Company?) adhere to the following principles governing their professional and ethical conduct in the fulfillment o |
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| October 13, 2017 |
Exhibit 10.18 Execution Version Amended and Restated Business Development and Resource Sharing Agreement This Amended and Restated Business Development and Resource Sharing Agreement (the ?Agreement?) dated September 25, 2017 is made by and among: (1) Shenzhen Tencent Computer Systems Co., Ltd., a corporation duly established and valid existing under the laws of the People?s Republic of China, who |
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| September 22, 2017 |
Form of Amended and Restated Business Development and Resource Sharing Agreement EX-10.18 4 filename4.htm Exhibit 10.18 Execution Version Form of Amended and Restated Business Development and Resource Sharing Agreement This Amended and Restated Business Development and Resource Sharing Agreement (the “Agreement”) dated September , 2017 is made by and among: (1) Shenzhen Tencent Computer Systems Co., Ltd., a corporation duly established and valid existing under the laws of the |
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| September 22, 2017 |
Exhibit 99.2 August 9, 2017 Sogou Inc. Suite 1, Level 9, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road Haidian District, Beijing, People’s Republic of China Re: Sogou Inc. Ladies and Gentlemen, We understand that Sogou Inc. (the “Company”) plans to file a registration statement on Form F-1 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “S |
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| September 22, 2017 |
Form of Second Amended and Restated Mobile Browser Cooperation Agreement Exhibit 10.16 Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the SEC. English Translation Form of Second Amended and Restated Mobile Browser Cooperation Agreement This Second Amended and Restated Mobile Browser Cooperation Agreement on (this “Agreement”) dated September , 2017 is made by and among: (1) Shenzhen Tencen |
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| September 22, 2017 |
Cooperation Agreement Weixin Official Platform Sogou Search EX-10.17 3 filename3.htm Exhibit 10.17 [Tencent logo] Cooperation Agreement between Weixin Official Platform and Sogou Search English Translation Cooperation Agreement between Weixin Official Platform and Sogou Search Agreement No.: [17-SD-00731] Party A: Shenzhen Tencent Computer Systems Co., Ltd. Contact person: Mailing address: Tel: Email: Party B: Beijing Sogou Information Service Co., Ltd. Co |
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| September 22, 2017 |
DRSLTR 1 filename1.htm Timothy B. Bancroft [email protected] (617) 574-3511 (Direct) September 22, 2017 VIA EDGAR and EXPRESS COURIER Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20459 Attn: Jan Woo, Legal Branch Chief Re: Sogou Inc. Draft Registration Statement on Form F-1 Submitted August 14, 2017 CIK No. 0001713947 Dear Ms. Woo: |
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| September 22, 2017 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents This is a draft registration statement that is being confidentially submitted to the Securities and Exchange Commission on September 22, 2017. |
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| August 14, 2017 |
Exhibit 10.15 Contract No.: SOHU.COM Internet Plaza Office Building Lease Between Beijing Sohu New Media Information Technology Co., Ltd. and Beijing Sogou Network Technology Co., Ltd. 1 Lease Parties: Lessor: Address: Legal representative: Tel: Fax: Beijing Sohu New Media Information Technology Co., Ltd. SOHU.com Media Plaza, No. 2 Park, No. 3 Building, South Road of Academy of Sciences, Haidian |
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| August 14, 2017 |
Exhibit 10.2 FORM OF EMPLOYMENT AGREEMENT This Employment Agreement (hereinafter referred to as the ?Agreement?) is made by and between the following parties: Party A: , a PRC company, and Party B: , an individual. NOW THEFEFORE, the above parties have entered into this Agreement upon equal negotiation for their joint observance according to the Labor Law of the People?s Republic of China, the Emp |
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| August 14, 2017 |
SOGOU INC. REGISTRATION RIGHTS AGREEMENT , 2017 Exhibit 10.7 Execution Copy SOGOU INC. REGISTRATION RIGHTS AGREEMENT , 2017 TABLE OF CONTENTS 1. Definitions 1 2. Registration Rights 4 3. Miscellaneous 15 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the ?Agreement?) is entered into as of [?], 2017. AMONG: (1) Sogou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands with its off |
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| August 14, 2017 |
Timothy B. Bancroft [email protected] (617) 574-3511 (Direct) August 14, 2017 VIA EDGAR Draft Registration Statement Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Sogou Inc. Confidential Draft Registration Statement on Form F-1 Ladies and Gentlemen: On behalf of our client Sogou Inc., a foreign private issuer organized under the laws of the Cayman Isla |
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| August 14, 2017 |
Loan Agreement Beijing Sogou Technology Development Co., Ltd. Wang Xiaochuan December 2nd, 2013 Exhibit 10.8 English Translation Loan Agreement Between Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan December 2nd, 2013 This Loan Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following two parties on December 2nd, 2013: Party A: Beijing Sogou Technology Development Co., Ltd., Registered Address: Room 1, Level 9, Sohu Internet Plaza, |
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| August 14, 2017 |
Consent of iResearch Consulting Co., Ltd Exhibit 99.3 Consent of iResearch Consulting Co., Ltd Date: [August 4, 2017] Address: [Rm 701, Building B,CCIG International Plaza, 333 North Caoxi Rd.]: Re: Sogou Inc. (the ?Company?) Ladies and Gentlemen: iResearch Consulting Co., Ltd (the ?Consultant,? or ?iResearch?) hereby consents to the references to its name in (i) the registration statement on Form F-1 (together with any amendments theret |
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| August 14, 2017 |
EX-99.1 20 filename20.htm Exhibit 99.1 通 商 律 師 事 務 所 Commerce & Finance Law Offices 北京 Beijing · 上海 Shanghai · 深圳 Shenzhen 中国北京市朝阳区建国门外大街甲12号新华保险大厦6层 100022 6F NCI Tower, A12 Jianguomenwai Avenue, Beijing 100022, P.R.China 电话Tel: (86 10) 6569 3399 传真Fax: (86 10) 6569 3838 电邮Email: [email protected] 网址Web: www.tongshang.com [·], 2017 To: Sogou Inc. Level 15, sohu.com Internet Plaza, No. 1 Unit |
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| August 14, 2017 |
Exhibit 3.2 THE COMPANIES LAW (2016 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF SOGOU INC. (adopted by a special resolution passed on ,2017 and effective conditional on and immediately prior to the completion of the initial public offering of the Company?s American depositary shares representing its Class A Ordinary Shares) I N D |
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| August 14, 2017 |
Exhibit 10.13 English Translation Exclusive Technology Consulting and Service Agreement between Beijing Sogou Technology Development Co., Ltd and Beijing Sogou Information Service Co., Ltd. September 26, 2010 This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as this “Agreement”) is entered into by and between the following parties on September 26, 2010: Party A: B |
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| August 14, 2017 |
Form of Confidentiality Agreement Exhibit 10.4 Form of Confidentiality Agreement Party A: Address: Post code: Legal representative: Party B: Address: Post code: ID number: In accordance with the Labor Law of the People?s Republic of China and other laws and regulations on the protection of business secrets of enterprises, this agreement is made and entered into by and between Party A and Party B through friendly negotiations on an |
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| August 14, 2017 |
FORM OF NON-COMPETITION AGREEMENT EX-10.3 7 filename7.htm Exhibit 10.3 FORM OF NON-COMPETITION AGREEMENT Party A: Address: Legal representative: Party B: Address: Post code: ID number: Whereas: 1. Party B will become (or is) an employee of Party A, establishing employment relationship with Party A; 2. Party B is aware of (or might become aware of) the important business secrets of the Company or has important influences on the com |
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| August 14, 2017 |
EX-10.9 13 filename13.htm Exhibit 10.9 English Translation Exclusive Equity Interest Purchase Rights Agreement Among Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 This Exclusive Equity Interest Purchase Rights Agree |
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| August 14, 2017 |
EX-10.11 15 filename15.htm Exhibit 10.11 English Translation Power of Attorney I, a shareholder of Beijing Sogou Information Service Co., Ltd. (hereinafter referred to as “Sogou Information”), aggregately hold % of the equity of the Company and hereby agree to authorize Beijing Sogou Technology Development Co., Ltd (hereinafter referred to as “Sogou Technology” or the “Authorized Person”) to exerc |
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| August 14, 2017 |
EX-10.6 10 filename10.htm Exhibit 10.6 Execution Copy This VOTING AGREEMENT (this “Agreement”) is made as of August 11, 2017 AMONG: (1) SOGOU INC., an exempted company with limited liability incorporated under the laws of the Cayman Islands with its registered office at P.O. Box 31119, Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands (the “Company”); (2) SOHU |
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| August 14, 2017 |
Exhibit 10.5 VOTING AGREEMENT VOTING AGREEMENT (this “Agreement”) made on the 16th day of September, 2013 AMONG: (1) SOGOU INC., an exempted company with limited liability organized and existing under the laws of the Cayman Islands whose with executive offices at Level 12, Sohu.com Internet Plaza, No. 1 Unit Zhongguancun East Road, Haidian District, Beijing 100084, China (the “Company”); (2) SOHU. |
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| August 14, 2017 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents This is a draft registration statement that is being confidentially submitted to the Securities and Exchange Commission on August 14, 2017. |
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| August 14, 2017 |
EX-10.12 16 filename16.htm Exhibit 10.12 English Translation Business Operation Agreement Beijing Sogou Technology Development Co., Ltd And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., Shenzhen Tencent Computer System Company Limited, And Beijing Sogou Information Service Co., Ltd. December 2nd, 2013 This Business Operation Agreement (hereinafter referred to as the “Agreement”) |
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| August 14, 2017 |
FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.14 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of by and between Sogou Inc., a Cayman Islands company (the ?Company?), and (?Indemnitee?). WHEREAS, the Company wishes to attract and retain the services of Indemnitee, to serve as a member of the Board of Directors (?Director?) or as an officer (?Officer?) of the Company; and WHEREAS, the Comp |
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| August 14, 2017 |
EX-10.10 14 filename14.htm Exhibit 10.10 English Translation Equity Pledge Agreement Among Beijing Sogou Technology Development Co., Ltd. And Wang Xiaochuan, Beijing Century High-Tech Investment Co., Ltd., and Shenzhen Tencent Computer System Company Limited December 2nd, 2013 This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and between the following par |
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| August 14, 2017 |
SOGOU INC. 2010 SHARE INCENTIVE PLAN (as amended and restated on August 22, 2014) Exhibit 10.1 SOGOU INC. 2010 SHARE INCENTIVE PLAN (as amended and restated on August 22, 2014) 1. Purposes of this Plan This 2010 Share Incentive Plan (this “Plan”) is intended to provide incentives: (a) to the directors, officers, employees, consultants and advisors of Sogou Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), and any present or future parents or sub |
