Amended Statement of Ownership (sc 13g/a)
February 14 2014 - 7:32AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
Qihoo
360 Technology Co. Ltd.
(Name of Issuer)
Class
A and Class B Ordinary Shares
(Title of Class of Securities)
74734M109
(CUSIP Number)
December
31, 2013
(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
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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
Hongyi Zhou
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(2)
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Check the Appropriate Box if a Member of a Group*
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(a)
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o
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(b)
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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
People’s Republic of China
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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
32,115,869
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(6)
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Shared Voting Power
0
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(7)
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Sole Dispositive Power
32,115,869
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(8)
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Shared Dispositive Power
0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
32,115,869
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
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(11)
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Percent of Class Represented by Amount in Row 9
17.0%
(1)
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(12)
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Type of Reporting Person*
IN
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(1) As a percentage of
188,890,921 total outstanding issued Class A and Class B ordinary shares as of December 31, 2013. The voting power of the
ordinary shares beneficially owned by the reporting person represents 38.1% of total outstanding voting power of all Class A and
Class B ordinary shares.
CUSIP No.: 74734M109
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(1)
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Name of Reporting Persons
Global Village Associates Limited
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(2)
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Check the Appropriate Box if a Member of a Group*
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(a)
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o
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(b)
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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
31,792,190
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(6)
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Shared Voting Power
0
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(7)
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Sole Dispositive Power
31,792,190
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(8)
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Shared Dispositive Power
0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
31,792,190
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
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(11)
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Percent of Class Represented by Amount in Row 9
16.8%
(2)
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(12)
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Type of Reporting Person*
CO
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(2) As a percentage of
188,890,921 total outstanding issued Class A and Class B ordinary shares as of December 31, 2013. The voting power of the
ordinary shares beneficially owned by the reporting person represents 38.0% of total outstanding voting power of all Class A and
Class B ordinary shares.
CUSIP No.: 74734M109
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(1)
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Name of Reporting Persons
Fair Point International Limited
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(2)
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Check the Appropriate Box if a Member of a Group*
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(a)
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o
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(b)
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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
31,792,190
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(6)
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Shared Voting Power
0
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(7)
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Sole Dispositive Power
31,792,190
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(8)
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Shared Dispositive Power
0
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(9)
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Aggregate Amount Beneficially Owned by Each Reporting Person
31,792,190
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(10)
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Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*
o
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(11)
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Percent of Class Represented by Amount in Row 9
16.8%
(3)
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(12)
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Type of Reporting Person*
CO
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(3) As a percentage of
188,890,921 total outstanding issued Class A and Class B ordinary shares as of December 31, 2013. The voting power of the
ordinary shares beneficially owned by the reporting person represents 38.0% of total outstanding voting power of all Class A and
Class B ordinary shares.
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Item 1(a)
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Name of Issuer:
Qihoo 360 Technology Co. Ltd.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices:
Qihoo 360 Technology Co. Ltd., Building #2, 6 Jiuxianqiao Road,
Chaoyang District, Beijing 100015, People's Republic of China
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Item 2(a)
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Name of Person Filing:
Hongyi Zhou
Global Village Associates Limited
Fair Point International Limited
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Item 2(b)
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Address of Principal Business Office or, if none, Residence:
For all reporting persons:
c/o Qihoo 360 Technology Co. Ltd., Building #2, 6 Jiuxianqiao
Road, Chaoyang District, Beijing 100015, People's Republic of China
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Item 2(c)
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Citizenship:
Hongyi Zhou: People’s Republic of China
Global Village Associates Limited: British Virgin Islands
Fair Point International Limited: British Virgin Islands
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Item 2(d)
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Title of Class of Securities:
Class A and Class B ordinary shares
The Issuer’s ordinary shares consist of Class A ordinary
shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical,
except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder
into one Class A ordinary share. Each Class B ordinary shares is entitled to five votes, whereas each Class A ordinary share is
entitled to one vote.
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Item 2(e)
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CUSIP Number:
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):
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, 2013.
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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 (1)
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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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Hongyi Zhou
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32,115,869 ordinary shares(2)
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17.0
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%(3)
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32,115,869 ordinary shares
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0
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32,115,869 ordinary shares
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0
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Global Village Associates Limited
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31,792,190 ordinary shares(4)
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16.8
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%(5)
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31,792,190 ordinary shares
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0
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31,792,190 ordinary shares
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0
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Fair Point International Limited
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31,792,190 ordinary shares(6)
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16.8
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%(5)
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31,792,190 ordinary shares
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0
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31,792,190 ordinary shares
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0
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(1) As a percentage of
188,890,921 total outstanding issued Class A and Class B ordinary shares as of December 31, 2013.
(2) Consists of (i) 323,679
Class A ordinary shares beneficially owned by Mr. Zhou in the form of American depositary shares, and (ii) 51,723 Class A
ordinary shares held by Global Village Associates Limited (“Global Village”), and (iii) 900,001 Class A ordinary shares
in the form of American depositary shares held by Global Village, and (iv) 30,840,466 Class B ordinary shares held by Global Village.
Global Village is a British Virgin Islands company, which is wholly-owned by Fair Point International Limited (“Fair
Point”), a British Virgin Islands company, which is wholly-owned by a revocable trust constituted under the laws of Singapore
with Hongyi Zhou and his wife as the settlers and Mr. Zhou as investment manager with sole voting and dispositive power and certain
family members of Mr. Zhou as the beneficiaries.
(3) The voting power of the
ordinary shares beneficially owned by the reporting person represents 38.1% of total outstanding voting power of all Class A and
Class B ordinary shares.
(4) Consists of (i) 51,723
Class A ordinary shares, (ii) 900,001 Class A ordinary shares in the form of American depositary shares and (iii) 30,840,466 Class
B ordinary shares.
(5) The voting power of the ordinary
shares beneficially owned by the reporting person represents 38.0% of total outstanding voting power of all Class A and Class B
ordinary shares.
(6) Consists of (i) 51,723
Class A ordinary shares, (ii) 900,001 Class A ordinary shares in the form of American depositary shares and (iii) 30,840,466 Class
B ordinary shares, all directly held by Global Village.
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Item 5
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Ownership of Five Percent or Less of a Class.
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Not Applicable
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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 14, 2014
Hongyi Zhou
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/s/Hongyi Zhou
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Hongyi Zhou
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Global Village Associates Limited
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By:
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/s/Huan Hu
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Name:
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Huan Hu
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Title:
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Director
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Fair Point International Limited
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By:
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/s/Hongyi Zhou
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Name:
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Hongyi Zhou
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Title:
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Director
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[Signature Page to Schedule 13G/A]
LIST OF EXHIBITS
Exhibit No.
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Description
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A
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Joint Filing Agreement
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Exhibit A
EXHIBIT A
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 Class B 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 14, 2014.
Hongyi Zhou
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/s/ Hongyi Zhou
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Hongyi Zhou
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Global Village Associates Limited
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By:
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/s/ Huan Hu
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Name:
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Huan Hu
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Title:
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Director
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Fair Point International Limited
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By:
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/s/ Hongyi Zhou
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Name:
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Hongyi Zhou
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Title:
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Director
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[Signature Page to Joint Filing Agreement]
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