Page 1 of 12
Pages
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CUSIP NO. 74734M109
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13 G
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Page 2 of 12 Pages
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1
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NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA I, L.P. (SCC I)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
20-3514012
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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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
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
0
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6
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SHARED VOTING POWER
7,812,567
1
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
7,812,567
1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,812,567
1
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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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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
6.7%
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12
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TYPE OF REPORTING
PERSON
PN
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1
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Represents shares
of the Issuers Class B ordinary shares. Each share of the Issuers Class B ordinary shares is entitled to five votes per share and is convertible at any time into one share of the Issuers Class A ordinary shares.
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CUSIP NO. 74734M109
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13 G
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Page 3 of 12 Pages
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1
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NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. (SCC PTRS I)
I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (ENTITIES ONLY)
20-4387549
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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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
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
0
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6
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SHARED VOTING POWER
897,710
1
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
897,710
1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
897,710
1
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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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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
0.8%
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12
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TYPE OF REPORTING
PERSON
PN
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1
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Represents shares of the Issuers Class B ordinary shares. Each share of the Issuers Class B ordinary shares is entitled to five votes per
share and is convertible at any time into one share of the Issuers Class A ordinary shares.
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CUSIP NO. 74734M109
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13 G
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Page 4 of 12 Pages
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1
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NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. (SCC PRIN I)
I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (ENTITIES ONLY)
20-4887879
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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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
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
0
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6
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SHARED VOTING POWER
1,209,184
1
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,209,184
1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,209,184
1
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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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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
1.1%
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12
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TYPE OF REPORTING
PERSON
PN
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1
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Represents shares of the Issuers Class B ordinary shares. Each share of the Issuers Class B ordinary shares is entitled to five votes per
share and is convertible at any time into one share of the Issuers Class A ordinary shares.
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CUSIP NO. 74734M109
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13 G
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Page 5 of 12 Pages
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1
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NAME OF REPORTING PERSON
SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. (SCC MGMT I)
I.R.S. IDENTIFICATION NO. OF
ABOVE PERSONS (ENTITIES ONLY)
20-3348112
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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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
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
0
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6
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SHARED VOTING POWER
9,919,461 shares of which 7,812,567 shares are directly held by SCC I, 897,710
shares are directly held by SCC PTRS I and 1,209,184 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.
1
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
9,919,461 shares of which 7,812,567 shares are directly held by SCC I, 897,710
shares are directly held by SCC PTRS I and 1,209,184 shares are directly held by SCC PRIN I. SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.
1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,919,461
1
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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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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
8.3%
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12
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TYPE OF REPORTING
PERSON
PN
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1
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Represents shares
of the Issuers Class B ordinary shares. Each share of the Issuers Class B ordinary shares is entitled to five votes per share and is convertible at any time into one share of the Issuers Class A ordinary shares.
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CUSIP NO. 74734M109
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13 G
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Page 6 of 12 Pages
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1
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NAME OF REPORTING PERSON
SC CHINA HOLDING LIMITED (SCC HOLD)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
N/A
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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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
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
0
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6
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SHARED VOTING POWER
9,919,461 shares of which 7,812,567 shares are directly held by SCC I, 897,710
shares are directly held by SCC PTRS I and 1,209,184 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.
1
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
9,919,461 shares of which 7,812,567 shares are directly held by SCC I, 897,710
shares are directly held by SCC PTRS I and 1,209,184 shares are directly held by SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I and SCC PRIN I.
1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,919,461
1
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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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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
8.3%
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12
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TYPE OF REPORTING
PERSON
OO
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1
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Represents shares of the Issuers Class B ordinary shares. Each share of the Issuers Class B ordinary shares is entitled to five votes per
share and is convertible at any time into one share of the Issuers Class A ordinary shares.
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CUSIP NO. 74734M109
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13 G
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Page 7 of 12 Pages
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1
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NAME OF REPORTING PERSON
SNP CHINA ENTERPRISES LIMITED (SNP)
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
N/A
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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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
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
0
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6
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SHARED VOTING POWER
9,919,461 shares of which 7,812,567 shares are directly held by SCC I, 897,710
shares are directly held by SCC PTRS I and 1,209,184 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I
and SCC PRIN I.
1
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
9,919,461 shares of which 7,812,567 shares are directly held by SCC I, 897,710
shares are directly held by SCC PTRS I and 1,209,184 shares are directly held by SCC PRIN I. SNP is the Director of, and wholly owns, SCC HOLD. SCC HOLD is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC PTRS I
and SCC PRIN I.
1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,919,461
1
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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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11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
8.3%
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12
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TYPE OF REPORTING
PERSON
OO
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1
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Represents shares of the Issuers Class B ordinary shares. Each share of the Issuers Class B ordinary shares is entitled to five votes per
share and is convertible at any time into one share of the Issuers Class A ordinary shares.
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CUSIP NO. 74734M109
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13 G
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Page 8 of 12 Pages
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1
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NAME OF REPORTING PERSON
NAN PENG SHEN (NS)
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2
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CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a)
¨
(b)
x
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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
HONG KONG SAR
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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
0
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6
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SHARED VOTING POWER
9,919,461 shares of which 7,812,567 shares are directly held by SCC I, 897,710
shares are directly held by SCC PTRS I and 1,209,184 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC
PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.
1
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
9,919,461 shares of which 7,812,567 shares are directly held by SCC I, 897,710
shares are directly held by SCC PTRS I and 1,209,184 shares are directly held by SCC PRIN I. NS is the Director of SNP, which is the Director of SCC HOLD, which is the General Partner of SCC MGMT I, which is the General Partner of each of SCC I, SCC
PTRS I and SCC PRIN I. SCC HOLD is wholly owned by SNP, a company wholly owned by NS. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein.
1
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,919,461
1
|
10
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW 9
8.3%
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12
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TYPE OF REPORTING
PERSON
IN
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1
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Represents shares of the Issuers Class B ordinary shares. Each share of the Issuers Class B ordinary shares is entitled to five votes per
share and is convertible at any time into one share of the Issuers Class A ordinary shares.
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CUSIP NO. 74734M109
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13 G
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Page
9
of 12 Pages
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(a)
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Name of Issuer: Qihoo 360 Technology Co. Ltd.
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(b)
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Address of Issuers Principal Executive Offices:
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Block 1, Area D, Huitong Times Plaza
No. 71 JianGuo Road
ChaoYang District
Beijing,
100025
The Peoples Republic of China
(a)
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Name of Persons Filing:
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Sequoia
Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
Sequoia Capital China Management I, L.P.
SC China Holding Limited
SNP China Enterprises Limited
Nan Peng Shen
SCC MGMT I is the General Partner of each of SCC I, SCC PTRS I and
SCC PRIN I. SCC HOLD is the General Partner of SCC MGMT I. SNP is the Director of, and wholly owns, SCC HOLD. NS is the Director of, and wholly owns, SNP.
(b)
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Address of Principal Business Office or, if none, Residence:
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3000 Sand Hill Road, 4-250
Menlo
Park, CA 94025
Citizenship:
SCC MGMT I, SCC I, SCC PTRS I, SCC PRIN I, SCC HOLD: Cayman Islands
SNP: British
Virgin Islands
NS: Hong Kong SAR
(c)
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Title of Class of Securities: Class A ordinary shares
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(d)
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CUSIP Number: 74734M109
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ITEM 3.
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If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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NOT APPLICABLE
SEE ROWS 5
THROUGH 11 OF COVER PAGES
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CUSIP NO. 74734M109
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13 G
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Page
10
of 12 Pages
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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 five percent of the class of securities, check the
following.
¨
ITEM 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
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NOT APPLICABLE
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
ITEM 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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NOT APPLICABLE
ITEM 9.
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NOTICE OF DISSOLUTION OF GROUP
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NOT APPLICABLE
NOT
APPLICABLE
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CUSIP NO. 74734M109
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13 G
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Page
11
of 12 Pages
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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 12, 2013
Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
By: Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
General Partner of Each
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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SC China Holding Limited, a Cayman Islands limited liability company
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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SNP China Enterprises Limited
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen, Owner and Director
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/s/ Nan Peng Shen
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Nan Peng Shen
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CUSIP NO. 74734M109
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13 G
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Page
12
of 12 Pages
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EXHIBIT 1
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree that
the Schedule 13G relating to the Class A ordinary shares of Qihoo 360 Technology Co. Ltd., and any further amendments thereto, to which this Agreement as to Joint Filing of Schedule 13G is attached as an exhibit is filed on behalf of each of
them pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Date:
February 12, 2013
Sequoia Capital China I, L.P.
Sequoia Capital China Partners Fund I, L.P.
Sequoia Capital China Principals Fund I, L.P.
By: Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
General Partner of Each
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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Sequoia Capital China Management I, L.P.,
a Cayman Islands exempted limited partnership
By: SC China Holding Limited, a Cayman Islands limited liability company
Its General Partner
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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SC China Holding Limited, a Cayman Islands limited liability company
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen
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SNP China Enterprises Limited
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By:
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/s/ Nan Peng Shen
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Nan Peng Shen, Owner and Director
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/s/ Nan Peng Shen
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Nan Peng Shen
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