0001104659-12-008301.txt : 20120210 0001104659-12-008301.hdr.sgml : 20120210 20120210060047 ACCESSION NUMBER: 0001104659-12-008301 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20120210 DATE AS OF CHANGE: 20120210 GROUP MEMBERS: CDH CHINA GROWTH CAPITAL FUND II, L.P. GROUP MEMBERS: CDH CHINA GROWTH CAPITAL HOLDINGS CO LTD GROUP MEMBERS: CDH VENTURE GP II CO LTD GROUP MEMBERS: CDH VENTURE PARTNERS II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Qihoo 360 Technology Co Ltd CENTRAL INDEX KEY: 0001508913 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86515 FILM NUMBER: 12589244 BUSINESS ADDRESS: STREET 1: Block 1, Area D, Huitong Times Plaza STREET 2: No. 71 Jianguo Rd, Chaoyang District CITY: Beijing STATE: F4 ZIP: 100025 BUSINESS PHONE: (86-10) 5878-1000 MAIL ADDRESS: STREET 1: Block 1, Area D, Huitong Times Plaza STREET 2: No. 71 Jianguo Rd, Chaoyang District CITY: Beijing STATE: F4 ZIP: 100025 FORMER COMPANY: FORMER CONFORMED NAME: Qihoo Technology Co Ltd DATE OF NAME CHANGE: 20101228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CDH Net Technology Ltd CENTRAL INDEX KEY: 0001541789 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE TEMASEK AVENUE #18-02 STREET 2: MILLENIA TOWER CITY: SINGAPORE STATE: U0 ZIP: 039192 BUSINESS PHONE: (65) 6572-8768 MAIL ADDRESS: STREET 1: ONE TEMASEK AVENUE #18-02 STREET 2: MILLENIA TOWER CITY: SINGAPORE STATE: U0 ZIP: 039192 SC 13G 1 a12-4409_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

Qihoo 360 Technology Co. Ltd.

(Name of Issuer)

American Depositary Shares, each 2 representing 3 Class A Ordinary Shares,

par value $0.001 per share

(Title of Class of Securities)

74734M109

(CUSIP Number)

December 31, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

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

 

 

(1)

Name of Reporting Persons
CDH Net Technology Limited

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
British Virgin Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
7,102,131 American Depositary Shares (“ADSs”), each two representing three Class A ordinary shares of the issuer.

 

(6)

Shared Voting Power
0

 

(7)

Sole Dispositive Power
7,102,131 ADSs, each two representing three Class A ordinary shares of the issuer.

 

(8)

Shared Dispositive Power
0

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
7,102,131 ADSs, each two representing three Class A ordinary shares of the issuer.

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

(11)

Percent of Class Represented by Amount in Row 9
6.0%

 

 

(12)

Type of Reporting Person
CO

 

2


 

CUSIP No.: 74734M109

 

 

(1)

Name of Reporting Persons
CDH China Growth Capital Fund II, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
6,412,476 ADSs, each two representing three Class A ordinary shares of the issuer.

 

(6)

Shared Voting Power
0

 

(7)

Sole Dispositive Power
6,412,476 ADSs, each two representing three Class A ordinary shares of the issuer.

 

(8)

Shared Dispositive Power
0

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
6,412,476 ADSs, each two representing three Class A ordinary shares of the issuer.

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

(11)

Percent of Class Represented by Amount in Row 9
5.4%

 

 

(12)

Type of Reporting Person
PN

 

3


 

CUSIP No.: 74734M109

 

 

(1)

Name of Reporting Persons
CDH China Growth Capital Holdings Company Limited

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
6,412,476 ADSs, each two representing three Class A ordinary shares of the issuer.

 

(6)

Shared Voting Power
0

 

(7)

Sole Dispositive Power
6,412,476 ADSs, each two representing three Class A ordinary shares of the issuer.

 

(8)

Shared Dispositive Power
0

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
6,412,476 ADSs, each two representing three Class A ordinary shares of the issuer.

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

(11)

Percent of Class Represented by Amount in Row 9
5.4%

 

 

(12)

Type of Reporting Person
CO

 

4


 

CUSIP No.: 74734M109

 

 

(1)

Name of Reporting Persons
CDH Venture Partners II, L.P.

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
689,655 ADSs, each two representing three Class A ordinary shares of the issuer.

 

(6)

Shared Voting Power
0

 

(7)

Sole Dispositive Power
689,655 ADSs, each two representing three Class A ordinary shares of the issuer.

 

(8)

Shared Dispositive Power
0

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
689,655 ADSs, each two representing three Class A ordinary shares of the issuer.

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

(11)

Percent of Class Represented by Amount in Row 9
Less than 1%

 

 

(12)

Type of Reporting Person
PN

 

5


 

CUSIP No.: 74734M109

 

 

(1)

Name of Reporting Persons
CDH Venture GP II Company Limited

 

 

(2)

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

(3)

SEC Use Only

 

 

(4)

Citizenship or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
689,655 ADSs, each two representing three Class A ordinary shares of the issuer.

 

(6)

Shared Voting Power
0

 

(7)

Sole Dispositive Power
689,655 ADSs, each two representing three Class A ordinary shares of the issuer.

 

(8)

Shared Dispositive Power
0

 

 

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
689,655 ADSs, each two representing three Class A ordinary shares of the issuer.

 

 

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o

 

 

(11)

Percent of Class Represented by Amount in Row 9
Less than 1%

 

 

(12)

Type of Reporting Person
CO

 

6


 

Item 1

(a).

Name of Issuer:
Qihoo 360 Technology Co. Ltd.

Item 1

(b).

Address of Issuer’s Principal Executive Offices:
Block 1, Area D, Huitong Times Plaza

No. 71 Jianguo Road

Chaoyang District, Beijing 100025

People’s Republic of China

 

Item 2

(a).

Name of Person Filing:
This Schedule 13G is filed by and on behalf of:

 

CDH Net Technology Limited (“CDH Net Technology”)

CDH China Growth Capital Fund II, L.P. (“CDH Fund II”)

CDH China Growth Capital Holdings Company Limited (“CDH Growth Capital”)

CDH Venture Partners II, L.P. (“CDH Venture Partners II”)

CDH Venture GP II Company Limited (“CDH Venture GP II”)

Item 2

(b).

Address of Principal Business Office or, if none, Residence:
For all reporting persons herein:

 

c/o CDH Investment Advisory Private Limited

One Temasek Avenue

#18-02, Millenia Tower

Singapore 039192

Item 2

(c).

Citizenship:
CDH Net Technology — British Virgin Islands

 

CDH Fund II — Cayman Islands

 

CDH Growth Capital — Cayman Islands

 

CDH Venture Partners II — Cayman Islands

 

CDH Venture GP II — Cayman Islands

Item 2

(d).

Title of Class of Securities:
American Depositary Shares

Item 2

(e).

CUSIP Number:
74734M109

 

Item 3.

Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c):

 

Not applicable

 

7


 

Item 4

Ownership:

 

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:

 

 

 

 

 

 

 

Number of shares as to which such person has:

 

Reporting
Person

 

Amount
Beneficially
Owned

 

Percent of
Class

 

Sole Power to
Vote or
Direct the
Vote

 

Shared
Power to
Vote or to
Direct the
Vote

 

Sole Power to
Dispose or to
Direct the
Disposition of

 

Shared Power
to Dispose or to
Direct the
Disposition of

 

CDH Net Technology

 

7,102,131

 

6.0

%

7,102,131

 

0

 

7,102,131

 

0

 

CDH Fund II

 

6,415,476

 

5.4

%

6,415,476

 

0

 

6,415,476

 

0

 

CDH Growth Capital

 

6,415,476

 

5.4

%

6,415,476

 

0

 

6,415,476

 

0

 

CDH Venture Partners II

 

689,655

 

Less than 1

%

689,655

 

0

 

689,655

 

0

 

CDH Venture GP II

 

689,655

 

Less than 1

%

689,655

 

0

 

689,655

 

0

 

 

CDH Net Technology is the record holder of 7,102,131 ADSs, each two representing three Class A ordinary shares of the issuer. CDH Fund II and CDH Venture Partners II own 90.3% and 9.7% of the total outstanding shares of CDH Net Technology, respectively. 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, Shu Wang, 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, Shu Wang, 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, Shu Wang, 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.

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

 

Not applicable

 

Item 8.

Identification and Classification of Members of the Group:

 

Not applicable

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable

 

8


 

Item 10.

Certifications:

 

Not applicable

 

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 7, 2012

 

 

 

 

 

 

CDH Net Technology Limited

 

 

 

 

By:

/s/ Kiang Hua Lew

 

 

Name: Kiang Hua Lew

 

 

Title: Director

 

 

 

 

 

 

 

CDH China Growth Capital Fund II, L.P.

 

 

 

 

By:

CDH China Growth Capital Holdings Company Limited,

 

 

its general partner

 

 

 

 

By:

/s/ Shangzhi Wu

 

 

Name: Shangzhi Wu

 

 

Title: Director

 

 

 

 

 

 

 

CDH China Growth Capital Holdings Company Limited

 

 

 

 

By:

/s/ Shangzhi Wu

 

 

Name: Shangzhi Wu

 

 

Title: Director

 

 

 

 

 

 

 

CDH Venture Partners II, L.P.

 

 

 

 

By:

CDH Venture GP II Company Limited

 

 

 

 

By:

/s/ Shangzhi Wu

 

 

Name: Shangzhi Wu

 

 

Title: Director

 

 

 

 

 

 

 

CDH Venture GP II Company Limited

 

 

 

 

By:

/s/ Shangzhi Wu

 

 

Name: Shangzhi Wu

 

 

Title: Director

 

[Signature Page to Schedule 13G]

 

9


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement

 

10

 EX-99.1 2 a12-4409_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.001 per share, of Qihoo 360 Technology Co. Ltd., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing.  This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page has been left intentionally blank.]

 


 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 7, 2012.

 

 

 

CDH Net Technology Limited

 

 

 

 

By:

/s/ Kiang Hua Lew

 

 

Name: Kiang Hua Lew

 

 

Title: Director

 

 

 

 

 

 

 

CDH China Growth Capital Fund II, L.P.

 

 

 

 

By:

CDH China Growth Capital Holdings Company Limited,

 

 

its general partner

 

 

 

 

By:

/s/ Shangzhi Wu

 

 

Name: Shangzhi Wu

 

 

Title: Director

 

 

 

 

 

 

 

CDH China Growth Capital Holdings Company Limited

 

 

 

 

By:

/s/ Shangzhi Wu

 

 

Name: Shangzhi Wu

 

 

Title: Director

 

 

 

 

 

 

 

CDH Venture Partners II, L.P.

 

 

 

 

By:

CDH Venture GP II Company Limited

 

 

 

 

By:

/s/ Shangzhi Wu

 

 

Name: Shangzhi Wu

 

 

Title: Director

 

 

 

 

 

 

 

CDH Venture GP II Company Limited

 

 

 

 

By:

/s/ Shangzhi Wu

 

 

Name: Shangzhi Wu

 

 

Title: Director

 

[Signature Page to Joint Filing Agreement, Schedule 13G/A]