Amended Statement of Ownership (sc 13g/a)
21 Febbraio 2013 - 12:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 1)*
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Qihoo 360 Technology Co. Ltd.
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(Name of Issuer)
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American Depositary Shares, each 2 representing 3 Class A Ordinary Shares,
par value $0.001 per share
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(Title of Class of Securities)
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74734M109
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(CUSIP Number)
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December 31, 2012
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
CUSIP NO.: 74734M109
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(1)
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NAME OF REPORTING PERSONS
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CDH Net Technology Limited
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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NUMBER
OF
SHARES BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
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(5)
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SOLE VOTING POWER
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3,431,225 American Depositary Shares (“ADSs”), each two representing three Class A ordinary shares of the issuer.
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(6)
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SHARED VOTING POWER
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0
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(7)
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SOLE DISPOSITIVE POWER
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3,431,225 ADSs, each two representing three Class A ordinary shares of the issuer.
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(8)
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SHARED DISPOSITIVE POWER
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0
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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3,431,225 ADSs, each two representing three Class A ordinary shares of the issuer.
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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2.8%
*
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(12)
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TYPE OF REPORTING PERSON
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CO
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* As a percentage of 184,157,097 total outstanding issued Class
A and Class B ordinary shares as of December 31, 2012.
CUSIP NO.: 74734M109
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(1)
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NAME OF REPORTING PERSONS
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CDH China Growth Capital Fund II, L.P.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER
OF
SHARES BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
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(5)
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SOLE VOTING POWER
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2,741,570 ADSs, each two representing three Class A ordinary shares of the issuer.
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(6)
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SHARED VOTING POWER
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0
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(7)
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SOLE DISPOSITIVE POWER
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2,741,570 ADSs, each two representing three Class A ordinary shares of the issuer.
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(8)
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SHARED DISPOSITIVE POWER
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0
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,741,570 ADSs, each two representing three Class A ordinary shares of the issuer.
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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2.2%
*
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(12)
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TYPE OF REPORTING PERSON
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PN
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* As a percentage of 184,157,097 total outstanding issued Class
A and Class B ordinary shares as of December 31, 2012.
CUSIP NO.: 74734M109
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(1)
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NAME OF REPORTING PERSONS
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CDH China Growth Capital Holdings Company Limited
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER
OF
SHARES BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
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(5)
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SOLE VOTING POWER
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2,741,570 ADSs, each two representing three Class A ordinary shares of the issuer.
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(6)
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SHARED VOTING POWER
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0
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(7)
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SOLE DISPOSITIVE POWER
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2,741,570 ADSs, each two representing three Class A ordinary shares of the issuer.
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(8)
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SHARED DISPOSITIVE POWER
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0
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,741,570 ADSs, each two representing three Class A ordinary shares of the issuer.
|
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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2.2%
*
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(12)
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TYPE OF REPORTING PERSON
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CO
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* As a percentage of 184,157,097 total outstanding issued Class
A and Class B ordinary shares as of December 31, 2012.
CUSIP NO.: 74734M109
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(1)
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NAME OF REPORTING PERSONS
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CDH Venture Partners II, L.P.
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER
OF
SHARES BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
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(5)
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SOLE VOTING POWER
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689,655 ADSs, each two representing three Class A ordinary shares of the issuer.
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(6)
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SHARED VOTING POWER
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0
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(7)
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SOLE DISPOSITIVE POWER
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689,655 ADSs, each two representing three Class A ordinary shares of the issuer.
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(8)
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SHARED DISPOSITIVE POWER
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0
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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689,655 ADSs, each two representing three Class A ordinary shares of the issuer.
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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Less than 1%
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(12)
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TYPE OF REPORTING PERSON
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PN
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CUSIP NO.: 74734M109
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(1)
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NAME OF REPORTING PERSONS
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CDH Venture GP II Company Limited
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(2)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(3)
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SEC USE ONLY
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(4)
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Cayman Islands
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NUMBER
OF
SHARES BENEFICIALLY OWNED
BY EACH
REPORTING
PERSON
WITH
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(5)
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SOLE VOTING POWER
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689,655 ADSs, each two representing three Class A ordinary shares of the issuer.
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(6)
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SHARED VOTING POWER
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0
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(7)
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SOLE DISPOSITIVE POWER
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689,655 ADSs, each two representing three Class A ordinary shares of the issuer.
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(8)
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SHARED DISPOSITIVE POWER
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0
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(9)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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|
689,655 ADSs, each two representing three Class A ordinary shares of the issuer.
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(10)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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(11)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
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Less than 1%
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(12)
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TYPE OF REPORTING PERSON
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CO
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Item 1(a).
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Name of Issuer:
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Qihoo 360 Technology Co. Ltd.
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Item 1(b).
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Address of Issuer's Principal Executive Offices:
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Qihoo 360 Technology Co. Ltd.
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Building #2, 6 Jiuxianqiao Road
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Chaoyang District, Beijing 100015
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People’s Republic of China
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Item 2(a).
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Name of Person Filing:
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This Schedule 13G is filed by and on behalf of:
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CDH Net Technology Limited (“CDH Net Technology”)
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CDH China Growth Capital Fund II, L.P. (“CDH Fund II”)
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CDH China Growth Capital Holdings Company Limited (“CDH Growth Capital”)
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CDH Venture Partners II, L.P. (“CDH Venture Partners II”)
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CDH Venture GP II Company Limited (“CDH Venture GP II”)
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Item 2(b).
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Address of Principal Business Office or, if None, Residence:
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For all reporting persons herein:
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c/o CDH Investment Advisory Private Limited
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One Temasek Avenue
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#18-02, Millenia Tower
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Singapore 039192
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Item 2(c).
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Citizenship:
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CDH Net Technology — British Virgin Islands
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CDH Fund II — Cayman Islands
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CDH Growth Capital — Cayman Islands
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CDH Venture Partners II — Cayman Islands
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CDH Venture GP II — Cayman Islands
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Item 2(d).
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Title of Class of Securities:
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American Depositary Shares
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Item 2(e).
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CUSIP Number:
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74734M109
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Item 3.
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Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):
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Not applicable
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Item 4
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Ownership:
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The following information with respect to the ownership of the ordinary shares of the issuer by each of the reporting persons is provided as of December 31, 2011:
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Number of shares as to which such person has:
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Reporting Person
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Amount Beneficially Owned
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Percent of Class
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Sole Power to Vote or Direct the Vote
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Shared Power to Vote or to Direct the Vote
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Sole Power to Dispose or to Direct the Disposition of
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Shared Power to Dispose or to Direct the Disposition of
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CDH Net Technology
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3,431,225
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2.8%
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3,431,225
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0
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3,431,225
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0
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CDH Fund II
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2,741,570
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2.2%
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2,741,570
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0
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2,741,570
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0
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CDH Growth Capital
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2,741,570
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2.2%
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2,741,570
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0
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2,741,570
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0
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CDH Venture Partners II
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689,655
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Less than 1%
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689,655
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0
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689,655
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0
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CDH Venture GP II
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689,655
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Less than 1%
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689,655
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0
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689,655
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0
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CDH Growth Capital is the general partner of CDH Fund
II and has the power to direct CDH Fund II as to the voting and disposition of shares directly and indirectly held by CDH Fund
II. CDH Growth GP II is the general partner of CDH Venture Partners II and has the power to direct CDH Venture Partners II as to
the voting and disposition of shares directly and indirectly held by CDH Venture Partners II.
The investment committee of CDH Growth Capital comprises
Shangzhi Wu, Shuge Jiao and Xinlai Liu. Changes to the investment committee require the approval of the directors of CDH Growth
Capital. The directors of CDH Growth Capital are nominated by the principal shareholders of CDH Growth Capital, being (i) an affiliate
of Capital Z Partners, (ii) an affiliate of the Government of Singapore Investment Corporation, and (iii) China Diamond Holdings
II, L.P., a British Virgin Islands limited partnership controlled by senior members of the CDH Fund II investment team. Pursuant
to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Shangzhi Wu, Shuge Jiao
and Xinlai Liu may be deemed to share beneficial ownership of the ordinary shares directly held by CDH Net Technology. Each of
Shangzhi Wu, Shuge Jiao and Xinlai Liu disclaims the beneficial ownership of any of the shares of the issuer directly held by CDH
Net Technology, except to the extent of each of their pecuniary interests therein.
The investment committee of CDH Venture Partners II
comprises Shangzhi Wu, Shuge Jiao, Yan Huang, William Hsu and Wenjiang Chen. Changes to the investment committee require the approval
of the directors of CDH Venture Partners II. The directors of CDH Venture Partners II are nominated by the principal shareholders
of CDH Venture Partners II, being CDH Venture Holdings II Company Limited and China Venture Team II, L.P., a British Virgin Islands
limited partnership controlled by senior members of the CDH Venture Partners II investment team. Pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Shangzhi Wu, Shuge Jiao, Yan Huang, William
Hsu and Wenjiang Chen may be deemed to share beneficial ownership of the ordinary shares directly held by CDH Net Technology.
Each of Shangzhi Wu, Shuge Jiao, Yan Huang, William Hsu and Wenjiang Chen disclaims the beneficial ownership of any of the
shares of the issuer directly held by CDH Net Technology, except to the extent of each of their pecuniary interests therein.
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Item 5.
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Ownership of Five Percent or Less of a Class:
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following:
x
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person:
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Not applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable
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Item 8.
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Identification and Classification of Members of the Group:
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Not applicable
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Item 9.
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Notice of Dissolution of Group:
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Not applicable
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Item 10.
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Certifications:
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Not applicable
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 21, 2013
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CDH Net Technology Limited
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By:
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/s/ Kiang Hua Lew
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Name: Kiang Hua Lew
Title: Director
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CDH China Growth Capital Fund II, L.P.
By: CDH China Growth Capital
Holdings Company Limited,
its general partner
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By:
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/s/ Shangzhi Wu
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Name: Shangzhi Wu
Title: Director
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CDH China Growth Capital Holdings Company Limited
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By:
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/s/ Shangzhi Wu
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Name: Shangzhi Wu
Title: Director
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CDH Venture Partners II, L.P.
By: CDH Venture GP II Company
Limited
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By:
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/s/ Shangzhi Wu
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Name: Shangzhi Wu
Title: Director
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CDH Venture GP II Company Limited
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By:
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/s/ Shangzhi Wu
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Name: Shangzhi Wu
Title: Director
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[Signature Page to Schedule 13G/A]
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LIST OF EXHIBITS
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Exhibit No.
|
Description
|
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99.1
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Joint Filing Agreement
|
Grafico Azioni Qihoo 360 Technology Co. Ltd. (NYSE:QIHU)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Qihoo 360 Technology Co. Ltd. (NYSE:QIHU)
Storico
Da Lug 2023 a Lug 2024
