360私有化要约,美国移民中心微信公众号文章

Preliminary Non-bindingProposal to Acquire Qihoo 360 Technology Co. Ltd.

June 17, 2015

The Board of Directors

Qihoo 360 Technology Co. Ltd.

Building No.2

6 Jiuxianqiao Road, Chaoyang District

Beijing 100015

People's Republic of China

Dear Members of the Board of Directors,

We, Hongyi Zhou, chairman and chief executiveofficer of Qihoo 360 Technology Co. Ltd. (the "Company"),CITIC Securities Co. Ltd. or its affiliates, Golden Brick Capital PrivateEquity Fund I L.P., China Renaissance Holdings Limited or its affiliates andSequoia Capital China I, L.P., and/or its affiliates (together with chairmanZhou, the "Consortium Members"), are pleased to submit thispreliminary non-binding proposal (the "Proposal") to acquireall of the outstanding Class A and Class B ordinary shares of the Company thatare not already owned by us on the principal terms and conditions described inthis letter (the "Transaction").

We believe that our Proposal provides a veryattractive opportunity to the Company's shareholders. Our Proposal represents apremium of 16.6% to the closing price of the Company's American depositaryshares ("ADSs", every two ADSs representing three Class Aordinary shares) on June 16, 2015 and a premium of 32.7% to the average closingprice of the Company's ADSs during the last 30 trading days.

Set forth below are the key terms of ourProposal.

1. Consortium. The Consortium Members will form an acquisition vehiclefor the purpose of implementing the Transaction. Please also note that theConsortium Members who are shareholders are currently interested only inpursuing the Transaction and are not interested in selling their shares in anyother transaction involving the Company.

2. Transaction and Purchase Price. We propose to acquire all of the outstandingClass A and Class B ordinary shares of the Company and ADSs not already ownedby us at a purchase price equal to US$51.33 per Class A and Class B ordinaryshare, or US$77.00 per ADS, as the case may be, in cash through a one-stepmerger of an acquisition vehicle newly formed by the Consortium Members withand into the Company.

3. Financing. We intend to finance the Transaction with a combinationof debt and/or equity capital. Equity financing will be provided by theConsortium Members, in the form of cash and rollover equity in the Company, andfrom any additional equity investor who may be admitted as a Consortium Member.Debt financing is expected to be provided by loans from third party financialinstitutions. We are confident that we can timely secure adequate financing toconsummate the Transaction.

4. Due Diligence. We believe that we will be in a position to completecustomary due diligence for the Transaction in a timely manner and in parallelwith discussions on definitive agreements.

5. Definitive Agreements. We have engaged Kirkland & Ellis International LLPas our international legal counsel and are prepared to promptly provide andnegotiate definitive agreements for the Transaction.

6. Process.We believe that the Transaction will provide superior value to the Company'spublic shareholders. We recognize of course that the board of directors of theCompany will evaluate the Transaction independently before it can make itsdetermination whether to endorse it. Given our involvement in the Transaction,we would expect that the independent members of the board of directors willproceed to consider our Proposal and the Transaction.

7. Confidentiality. Certain Consortium Members will, as required by law,promptly file a Schedule 13D with the Securities and Exchange Commission todisclose this letter. We are sure you will agree, however, that it is in all ofour interests to ensure that we otherwise proceed in a strictly confidentialmanner, unless otherwise required by law, until we have executed definitiveagreements or terminated our discussions.

8. No Binding Commitment. This Proposal is not a binding offer, agreement oragreement to make a binding offer or agreement at any point in the future. Thisletter is a preliminary indication of interest by the Consortium Members anddoes not contain all matters upon which agreement must be reached in order toconsummate the proposed Transaction, nor does it create any binding rights orobligations in favor of any person. The parties will be bound only upon theexecution of mutually agreeable definitive documentation.

9. Governing Law. This letter shall be governed by, and construed inaccordance with, the internal laws of the State of New York.

In closing, we would like to express our commitment to workingtogether to bring this Transaction to a successful and timely conclusion.Should you have any questions regarding this Proposal, please do not hesitateto contact us. We look forward to hearing from you.

Sincerely,

/s/Hongyi Zhou

Hongyi Zhou

CITIC Securities Co.Ltd.

By: /s/ Dongming Wang

Name: Dongming Wang

Golden Brick CapitalPrivate Equity Fund I L.P.

By: Golden Brick Capital Fund GP L.P., its general partner

By: Golden Brick Capital Fund GP Ltd., its general partner

By: /s/ Xueliang Chen

Name: Xueliang Chen

China RenaissanceHoldings Limited