20. The Merger was authorized and approved by a shareholder vote on March 30,  2016 during an extraordinary general meeting and became effective on July 15, 2016.  Defendants’ Materially False and Misleading Statements   22. The Preliminary Proxy Statement emphasized that to the Company’s Board of  Directors, as “a privately held entity, the Company’s management may have greater flexibility to  focus on improving the Company’s long-term financial performance without the pressure created  by the public equity market’s emphasis on short-term period-to-period financial performance.” It  further added that “[t]he Buyer Group decided to undertake the going-private transaction at this  time because it wants to take advantage of the benefits of the Company being a privately held  company as described above and because the Buyer Group was able to obtain debt financing in  connection with the Merger.”   25. On March 3, 2016, the Company filed Amendment No. 3 to the Preliminary  Proxy Statement on Form SC 13-E 3/A with the SEC, which again reiterated that it would  continue on as a “private company,” following the Merger, stating in relevant part:  The Company’s ADSs, every two representing three Class A ordinary shares, are  currently listed on the NYSE under the symbol “QIHU.” It is expected that,  following the consummation of the Merger, the Company will cease to be a  publicly traded company and will instead become a private company beneficially  owned solely by the Buyer Group. Following the consummation of the Merger,  ADSs will no longer be listed on any securities exchange or quotation system,  including the NYSE, and price quotations with respect to sales of ADSs in the  public market will no longer be available.  *** The Buyer Group has advised the Company that, except as set forth in this proxy  statement, the Buyer Group does not have any current plans, proposals or  negotiations that relate to or would result in an extraordinary corporate  transaction involving the Company’s corporate structure, business, or  management, such as a merger, reorganization, liquidation, relocation of any  material operations, or sale or transfer of a material amount of the Company’s  assets.  27. On July 15, 2016, the Company filed Amendment No. 4 to the Preliminary Proxy  Statement on Form SC 13-E 3/A with the SEC, to report the results of the Merger, stating in  relevant part:  As a result of the Merger, the ADSs will no longer be listed on any securities  exchange or quotation system, including the New York Stock Exchange  (“NYSE”), and the Company will cease to be a publicly traded company. The Company has requested NYSE to file an application on Form 25 with the SEC to  remove the ADSs from listing on NYSE and withdraw registration of the ordinary  shares under the Exchange Act. The deregistration will become effective in 90  days after the filing of Form 25 or such shorter period as may be determined by  the SEC. In addition, the Company will suspend its reporting obligations under  the Exchange Act by filing a certification and notice on Form 15 with the SEC.  The Company’s reporting obligations under the Exchange Act will be suspended  immediately as of the filing date of the Form 15 and will terminate once the  deregistration becomes effective.   29. Contrary to the Company’s repeated reassurances about no substantial changes to  its structures or relisting following the Merger, shortly after the going-private deal was closed,  media news outlets reported on the Company’s relisting plans.  For example, the Financial Times reported on February 28, 2017, that materials used in fundraising “for the privitisation of Qihoo  360” also discussed the “return to the A Shares” market in China.  This article described the  “return to investors” upon an “exit” (i.e., a transaction allowing those taking Qihoo 360 private  to “exit” their position through a relisting), stating that the return “may be as high as 5 [times]”  the going-private price.   30. The proposed relisting was later confirmed on November 6, 2017, when  Shanghai-listed elevator-maker SJEC agreed to buy Qihoo 360 through an asset swap and cash  injection.  32. The Defendants permitted Qihoo 360 to release these false and misleading  statements and failed to file the necessary corrective disclosures, which artificially affected the  value of the Company’s stock and ADS.   33. As set forth herein, Defendants, by virtue of their receipt of information reflecting  the true facts regarding Qihoo 360, their control over, receipt, and/or modification of Qihoo  360’s allegedly materially misleading statements and omissions, and/or their positions with the  Company that made them privy to confidential information concerning Qihoo 360, participated  in the fraudulent scheme alleged herein.   34. The Defendants are liable as participants in a fraudulent scheme and course of  conduct that operated as a fraud or deceit on sellers of Qihoo 360 stock and ADS by  disseminating materially false and misleading statements and/or concealing material adverse  facts.  The scheme deceived the investing public regarding Qihoo 360’s business, operations, and  management and the intrinsic value of Qihoo 360 stock and ADS and caused Plaintiff and  members of the Class to sell Qihoo 360 stock and ADS at artificially deflated prices.  41. Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal  Rules of Civil Procedure on behalf of all former owners of Qihoo 360 stock and ADS who sold  shares, and were damaged thereby, during the period between January 11, 2016 and July 15,  2016, inclusive (the “Class”).  Excluded from the Class are Defendants, members of the  immediate family of Individual Defendants, any subsidiary or affiliate of Qihoo 360, and the  directors and officers of Qihoo 360 and their families and affiliates at all relevant times, and  anyone who filed a petition or pursued appraisal rights of their Qihoo 360 stock pursuant to  Cayman Law.     42. The members of the Class are so numerous that joinder of all members is  impracticable.  The disposition of their claims in a class action will provide substantial benefits  to the parties and the Court.    44. Plaintiff’s claims are typical of those of the Class because Plaintiff and the Class  sustained damages from Defendants’ wrongful conduct.   45. Plaintiff will adequately protect the interests of the Class and has retained counsel  experienced in securities class action litigation.  Plaintiff has no interests that conflict with those  of the Class.   46. A class action is superior to other available methods for the fair and efficient  adjudication of this controversy.  47. Plaintiff repeats and realleges each and every allegation contained in the  foregoing paragraphs as if fully set forth herein.   48. During the Class Period, Defendants disseminated or approved the false  statements specified above, which they knew or recklessly disregarded were misleading in that  they contained misrepresentations and failed to disclose material facts necessary in order to make  the statements made, in light of the circumstances under which they were made, not misleading.   50. Plaintiff and the Class have suffered damages in that, in reliance on the integrity  of the market, they sold Qihoo 360 stock and ADS at artificially deflated prices.  Plaintiff and the  Class would not have sold Qihoo 360 stock and ADS at the prices they did, or at all, if they had  been aware that the market prices had been artificially and falsely deflated by Defendants’  misleading statements.   51. As a direct and proximate result of these Defendants’ wrongful conduct, Plaintiff  and the other members of the Class suffered damages in connection with their sale of Qihoo 360  stock and ADS during the Class Period.  52. Plaintiff repeats and realleges each and every allegation contained in the  foregoing paragraphs as if fully set forth herein.   Background of the Merger  For Violation of Section 20(a) of the Exchange Act  Against Individual Defendants   For Violation of Section 10(b) of the Exchange Act  and Rule 10b-5 Against All Defendants  