0001193125-14-046767.txt : 20140212 0001193125-14-046767.hdr.sgml : 20140212 20140212061159 ACCESSION NUMBER: 0001193125-14-046767 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140212 DATE AS OF CHANGE: 20140212 GROUP MEMBERS: NAN PENG SHEN GROUP MEMBERS: SC CHINA HOLDING LTD GROUP MEMBERS: SEQUOIA CAPITAL CHINA MANAGEMENT I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA PARTNERS FUND I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA PRINCIPALS FUND I, L.P. GROUP MEMBERS: SEQUOIA CAPITAL CHINA UR HOLDINGS LTD GROUP MEMBERS: SNP CHINA ENTERPRISES LTD 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86515 FILM NUMBER: 14596514 BUSINESS ADDRESS: STREET 1: 3/F, BUILDING #2 STREET 2: NO. 6 JIUXIANQIAO RD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100015 BUSINESS PHONE: (86-10) 5878-1000 MAIL ADDRESS: STREET 1: 3/F, BUILDING #2 STREET 2: NO. 6 JIUXIANQIAO RD, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100015 FORMER COMPANY: FORMER CONFORMED NAME: Qihoo Technology Co Ltd DATE OF NAME CHANGE: 20101228 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUOIA CAPITAL CHINA I LP CENTRAL INDEX KEY: 0001470760 IRS NUMBER: 203514012 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD 4-250 CITY: MENLO PARK STATE: CA ZIP: 95025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD 4-250 CITY: MENLO PARK STATE: CA ZIP: 95025 SC 13G/A 1 d675128dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES

13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 2)

 

 

Qihoo 360 Technology Co. Ltd.

(Name of Issuer)

CLASS A ORDINARY SHARES

(Title of Class of Securities)

74734M109

(CUSIP Number)

12/31/13

(Date of Event Which Requires Filing of this Statement)

 

 

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)

 

 

 

(Continued on following pages)

13 G

 

CUSIP NO. 74734M109       Page 2 of 13 Pages

 

  1   

NAME OF REPORTING PERSON

SEQUOIA CAPITAL CHINA I, L.P. (“SCC I”)

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

20-3514012

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  ¨

  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

 

0

   6   

SHARED VOTING POWER

 

4,150,227 1

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

4,150,227 1

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,150,227 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.0% 2

12  

TYPE OF REPORTING PERSON

 

PN

 

1  Represents shares of the Issuer’s Class B ordinary shares. Each share of the Issuer’s Class B ordinary shares is entitled to five votes per share and is convertible at any time into one share of the Issuer’s Class A ordinary shares.
2  The percentage is based upon 134,123,218 shares of the Issuer’s Class A ordinary outstanding as of December 31, 2013.

13 G

 

CUSIP NO. 74734M109       Page 3 of 13 Pages

 

  1   

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

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  ¨

  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

 

0

   6   

SHARED VOTING POWER

 

476,885 1

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

476,885 1

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

476,885 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.4% 2

12  

TYPE OF REPORTING PERSON

 

PN

 

1  Represents shares of the Issuer’s Class B ordinary shares. Each share of the Issuer’s Class B ordinary shares is entitled to five votes per share and is convertible at any time into one share of the Issuer’s Class A ordinary shares.
2  The percentage is based upon 134,123,218 shares of the Issuer’s Class A ordinary outstanding as of December 31, 2013.

13 G

 

CUSIP NO. 74734M109       Page 4 of 13 Pages

 

  1   

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

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  ¨

  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

 

0

   6   

SHARED VOTING POWER

 

642,349 1

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

642,349 1

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

642,349 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.5% 2

12  

TYPE OF REPORTING PERSON

 

PN

 

1  Represents shares of the Issuer’s Class B ordinary shares. Each share of the Issuer’s Class B ordinary shares is entitled to five votes per share and is convertible at any time into one share of the Issuer’s Class A ordinary shares.
2  The percentage is based upon 134,123,218 shares of the Issuer’s Class A ordinary outstanding as of December 31, 2013.

13 G

 

CUSIP NO. 74734M109       Page 5 of 13 Pages

 

  1   

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

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  ¨

  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

 

0

   6   

SHARED VOTING POWER

 

5,269,461 shares of which 4,150,227 shares are directly held by SCC I, 476,885 shares are directly held by SCC PTRS I and 642,349 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

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,269,461 shares of which 4,150,227 shares are directly held by SCC I, 476,885 shares are directly held by SCC PTRS I and 642,349 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

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,269,461 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.8% 2

12  

TYPE OF REPORTING PERSON

 

PN

 

1  Represents shares of the Issuer’s Class B ordinary shares. Each share of the Issuer’s Class B ordinary shares is entitled to five votes per share and is convertible at any time into one share of the Issuer’s Class A ordinary shares.
2  The percentage is based upon 134,123,218 shares of the Issuer’s Class A ordinary outstanding as of December 31, 2013.

13 G

 

CUSIP NO. 74734M109       Page 6 of 13 Pages

 

  1   

NAME OF REPORTING PERSON

SC CHINA HOLDING LIMITED (“SCC HOLD”)

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  ¨

  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

 

0

   6   

SHARED VOTING POWER

 

5,269,461 shares of which 4,150,227 shares are directly held by SCC I, 476,885 shares are directly held by SCC PTRS I and 642,349 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

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,269,461 shares of which 4,150,227 shares are directly held by SCC I, 476,885 shares are directly held by SCC PTRS I and 642,349 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

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,269,461 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.8% 2

12  

TYPE OF REPORTING PERSON

 

OO

 

1  Represents shares of the Issuer’s Class B ordinary shares. Each share of the Issuer’s Class B ordinary shares is entitled to five votes per share and is convertible at any time into one share of the Issuer’s Class A ordinary shares.
2  The percentage is based upon 134,123,218 shares of the Issuer’s Class A ordinary outstanding as of December 31, 2013.

13 G

 

CUSIP NO. 74734M109       Page 7 of 13 Pages

 

  1   

NAME OF REPORTING PERSON

SNP CHINA ENTERPRISES LIMITED (“SNP”)

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  ¨

  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

 

0

   6   

SHARED VOTING POWER

 

5,269,461 shares of which 4,150,227 shares are directly held by SCC I, 476,885 shares are directly held by SCC PTRS I and 642,349 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

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

5,269,461 shares of which 4,150,227 shares are directly held by SCC I, 476,885 shares are directly held by SCC PTRS I and 642,349 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

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,269,461 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

3.8% 2

12  

TYPE OF REPORTING PERSON

 

OO

 

1  Represents shares of the Issuer’s Class B ordinary shares. Each share of the Issuer’s Class B ordinary shares is entitled to five votes per share and is convertible at any time into one share of the Issuer’s Class A ordinary shares.
2  The percentage is based upon 134,123,218 shares of the Issuer’s Class A ordinary outstanding as of December 31, 2013.

13 G

 

CUSIP NO. 74734M109       Page 8 of 13 Pages

 

  1   

NAME OF REPORTING PERSON

SEQUOIA CAPITAL CHINA UR HOLDINGS LIMITED (“SCC UR”)

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

N/A

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  ¨

  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

 

0

   6   

SHARED VOTING POWER

 

174,771

   7   

SOLE DISPOSITIVE POWER

 

0

   8   

SHARED DISPOSITIVE POWER

 

174,771

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

174,771

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

0.1% 1

12  

TYPE OF REPORTING PERSON

 

OO

 

1  The percentage is based upon 134,123,218 shares of the Issuer’s Class A ordinary outstanding as of December 31, 2013.

13 G

 

CUSIP NO. 74734M109       Page 9 of 13 Pages

 

  1   

NAME OF REPORTING PERSON

 

NAN PENG SHEN (“NS”)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨        (b)  ¨

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

HONG KONG SAR

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

    5    

SOLE VOTING POWER

 

382,884

   6   

SHARED VOTING POWER

 

5,444,232 shares of which 4,150,227 shares are directly held by SCC I, 476,885 shares are directly held by SCC PTRS I, 642,349 shares are directly held by SCC PRIN I and 174,771 shares are directly held by SCC UR. 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 is the Director of, and wholly owns, SCC UR. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. 1

   7   

SOLE DISPOSITIVE POWER

 

382,884

   8   

SHARED DISPOSITIVE POWER

 

5,444,232 shares of which 4,150,227 shares are directly held by SCC I, 476,885 shares are directly held by SCC PTRS I, 642,349 shares are directly held by SCC PRIN I and 174,771 shares are directly held by SCC UR. 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 is the Director of, and wholly owns, SCC UR. NS disclaims beneficial ownership of all such shares except to the extent of his individual pecuniary interest therein. 1

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,827,116 1

10  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

4.2% 2

12  

TYPE OF REPORTING PERSON

 

IN

 

1  Includes 5,269,461 shares of the Issuer’s Class B ordinary shares. Each share of the Issuer’s Class B ordinary shares is entitled to five votes per share and is convertible at any time into one share of the Issuer’s Class A ordinary shares.
2  The percentage is based upon 134,123,218 shares of the Issuer’s Class A ordinary outstanding as of December 31, 2013.

13 G

 

CUSIP NO. 74734M109       Page 10 of 13 Pages

 

ITEM 1.

 

  (a) Name of Issuer: Qihoo 360 Technology Co. Ltd.

 

  (b) Address of Issuer’s Principal Executive Offices:

Building No. 2

6 Jiuxianqiao Road, Chaoyang District

Beijing, 100015

The People’s Republic of China

ITEM 2.

 

(a) Name of Persons Filing:

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

Sequoia Capital China UR Holdings 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, each of SNP and SCC UR.

 

(b) Address of Principal Business Office or, if none, Residence:

3000 Sand Hill Road, 4-250

Menlo Park, CA 94025

Citizenship:

SCC MGMT I, SCC I, SCC PTRS I, SCC PRIN I, SCC HOLD,

SCC UR: Cayman Islands

SNP: British Virgin Islands

NS: Hong Kong SAR

 

(c) Title of Class of Securities: Class A ordinary shares

 

(d) CUSIP Number: 74734M109

 

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

NOT APPLICABLE

13 G

 

CUSIP NO. 74734M109       Page 11 of 13 Pages

 

ITEM 4. Ownership

SEE ROWS 5 THROUGH 11 OF COVER PAGES

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

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.  x

 

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

 

ITEM 10. CERTIFICATION

NOT APPLICABLE

13 G

 

CUSIP NO. 74734M109       Page 12 of 13 Pages

 

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, 2014

 

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.
  General Partner of each
 

By: SC China Holding Limited

its General Partner

  By:   /s/ Nan Peng Shen
  Nan Peng Shen
Sequoia Capital China Management I, L.P.
 

By: SC China Holding Limited

its General Partner

  By:   /s/ Nan Peng Shen
  Nan Peng Shen
SC China Holding Limited
  By:   /s/ Nan Peng Shen
  Nan Peng Shen
SNP China Enterprises Limited
  By:   /s/ Nan Peng Shen
  Nan Peng Shen, Owner and Director
Sequoia Capital China UR Holdings Limited
  By:   /s/ Nan Peng Shen
  Nan Peng Shen, Owner and Director
/s/ Nan Peng Shen
Nan Peng Shen

13 G

 

CUSIP NO. 74734M109       Page 13 of 13 Pages

 

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, 2014

 

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.
  General Partner of each
 

By: SC China Holding Limited

its General Partner

  By:   /s/ Nan Peng Shen
  Nan Peng Shen
Sequoia Capital China Management I, L.P.
 

By: SC China Holding Limited

its General Partner

  By:   /s/ Nan Peng Shen
  Nan Peng Shen
SC China Holding Limited
  By:   /s/ Nan Peng Shen
  Nan Peng Shen
SNP China Enterprises Limited
  By:   /s/ Nan Peng Shen
  Nan Peng Shen, Owner and Director
Sequoia Capital China UR Holdings Limited
  By:   /s/ Nan Peng Shen
  Nan Peng Shen, Owner and Director
/s/ Nan Peng Shen
Nan Peng Shen