Search tools that search and extract information only within a specific online community, website, or product, such as the search function offered to users of Tencent’s Weixin/WeChat, are excluded from the definition of general search functions and are not required to use Sogou Search as the default engine.
Tencent has agreed to make the content of Tencent’s Weixin Official Accounts accessible to our users through our search services, free of charge. We are not permitted, however, to collect, retrieve, or otherwise use any content of Tencent’s Weixin Official Accounts using search spider programs or other third-party channels. The collaboration period under our agreement with Tencent regarding Weixin Official Accounts expires in February 2022.
For the three years ended December 31, 2018, 2019 and 2020, we recognized revenues of US$21.2 million, US$15.7 million and US$14.3 million, respectively; and total costs and expenses of US$108.5 million, US$86.9 million and US$85.7 million, respectively, under these business collaboration arrangements with Tencent.
Voting Agreement with Sohu and Our Management
In September 2013, Sohu, Photon (the investment vehicle of Sohu’s chairman and chief executive officer Dr. Charles Zhang), our Chief Executive Officer Xiaochuan Wang, and certain other members of our management entered into a voting agreement with us, pursuant to which Photon, Xiaochuan Wang, and the other members of our management agreed to vote their Class A Ordinary Shares (not including shares acquired by Xiaochuan Wang in the public market following the completion of our initial public offering) to elect Sohu’s designees to our Board of Directors.
Registration Rights Agreement among Sohu, Tencent, Photon, and Us
Under a registration rights agreement among Sohu, Tencent, Photon, and us, Sohu, Tencent, and Photon are entitled to registration rights, including demand registration rights, Form F-3 registration rights, and piggyback registration rights at any time after the termination of the underwriters’ lockup period applicable to our initial public offering.
Arrangements with Sohu and Tencent Entered into in the Ordinary Course of Business
We have routinely engaged in a number of customary transactions in the ordinary course of business with Sohu, our controlling shareholder, and Tencent, our largest shareholder. Related party transactions with Sohu and Tencent consist primarily of online advertising services, joint operation of online games, and other related services. The financial arrangements and other key terms under these arrangements are substantially similar to those that we have with unrelated third parties.
As of December 31, 2018, 2019 and 2020, we had US$0.1 million, US$0.1 million and US$18.8 million, respectively, due to Sohu and its subsidiaries and VIEs.
As of December 31, 2018, 2019 and 2020, we had US$2.2 million, US$2.1 million and US$2.8 million, respectively, due from Sohu and its subsidiaries and VIEs.
As of December 31, 2018, 2019 and 2020, we had US$38.3 million, US$22.5 million and US$17.7 million, respectively, due to Tencent.
As of December 31, 2018, 2019 and 2020, we had US$2.7 million, US$3.0 million and US$2.7 million, respectively, due from Tencent.
Contractual Arrangements with our VIE and its Shareholders
See “Business — Organizational Structure.”
Other Transactions with Certain Directors, Shareholders and Affiliates
See “Management—Compensation of Directors and Executive Officers.”