Sogou Announces Formation of Independent Special Committee to Review Tencent's Preliminary Non-Binding Proposal to Acquire Sogou

BEIJING,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 Committee") consisting of Mr. Bin Gao,Ms. Jinmei He,and Ms. Janice Lee,each an independent director,to review and evaluate a previously-announcednon-bindingproposal (the "Proposal") included in a letter that the Board received on July 27,2020 from Tencent Holdings Limited ("Tencent") for Tencent to acquire all of the outstanding ordinary shares,including ordinary shares represented American depositary shares ("ADSs"),of Sogou that are not already owned by Tencent or its affiliates for US$9.00 in cash per ordinary share or ADS (the "Proposed Transaction"). The Special Committee has retained Goulston & Storrs PC as its United States legal counsel in connection with its review and evaluation of the Proposal.

The Company cautions its shareholders and others considering trading the Company's securities that that neither the Board nor the Special Committee has made any decision with respect to the Company's response to the Proposal. There can be no assurance that Tencent will make any definitive offer to the Company,that any definitive agreement relating to the Proposal will be entered into between the Company and Tencent,or that the Proposed Transaction or any other similar transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction,except as required under applicable law.

Safe Harbor Statement

This announcement may contain forward-looking statements. Statements that are not historical facts,including statements about the Company's beliefs and expectations,are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. The Company cautions you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. There can be no assurance that Tencent will make any definitive offer to the Company,or that the Proposed Transaction or any other similar transaction will be approved or consummated.

About Sogou

Sogou Inc. (NYSE: SOGO) is an innovator in search and a leader inChina'sinternet industry. With a mission to make it easy to communicate and get information,Sogou has grown to become the second-largest search engine by mobile queries and the fourth largest internet company by MAU inChina. Sogou has a wide range of innovative products and services,including the Sogou Input Method,which is the largest Chinese language input software for both mobile and PC. Sogou is also at the forefront of AI development and has made significant breakthroughs in voice and image technologies,machine translation,and Q&A,which have been successfully integrated into our products and services.

View original content:/news-releases/sogou-announces-formation-of-independent-special-committee-to-review-tencents-preliminary-non-binding-proposal-to-acquire-sogou-301103811.html