Exhibit 4.58

 

This is an English translation

 

Agreement No.:

121190102033

 

 

 

 

 

 

International Electronic Headquarters ofthe Electronic Zone

Qihu 360 Headquarters Program

 

 

 

Purchase Agreement for

Floors 2-17 of Tower B

 

 

 

 

 

 

 

 

 

 

 

Beijing Electronic Zone Co., Ltd.

Qizhi Software (Beijing) Co., Ltd.

 

 

 

August 31, 2012

Beijing

 

 

Party A: Beijing Electronic Zone Co., Ltd.

Address: A 12 Jiuxianqiao Road, ChaoyangDistrict, Beijing

Zip Code: 100015

Business License No: 110000005030270

Legal Representative and Person in Charge:Wang Yan Contact Tel.: 010-58833501

 

Party B: Qizhi Software (Beijing) Co.,Ltd.

Address: C1-101, Huitong Times Square,71 Jianguo Road, Chaoyang District, Beijing

Zip Code: 100025

Business License No: 110000410279832

Legal Representative and Person in Charge:Qi Xiangdong Contact Tel.: 58781000

 

Whereas:

1.                  Party A has undertaken the reconstruction of the Electronic Zone as an old industrial base, and the construction of the East Areaof the Electronic Zone in Zhongguancun Science Park, as well as investment solicitation thereof.

 

1.1               Party A has legally obtained the land use rights to the state-owned land 3# with a size of 19,669.36 square meters (usable floorarea) at the International Electronic Headquarters of the Electronic Zone (Land Use Right Certificate: Jing Chao Guo Yong (2007)No. 0479; land use: research and development; expiration date: December 8, 2056).

 

1.2               Party A warrants that the state-owned land use rights regarding the Property (as defined herein) under this Agreement and the constructionin progress are free from any pledge, lawsuit, arbitration or other limitation of rights.

 

1.3               Party A has obtained the approval for the Project of Building 2# on Land 3# from the competent authorities, the Planned Permitof Building (No.: Jian Zi No. 110000200900546, 2009 Gui Jian Zi No. 0214) and the Building Construction Permit (No.: [2010] Shi[Chao] Jian Zi No. 0198).

 

1.4               As of the date of this Agreement, Party B was informed that the main body, electrical and mechanical engineering and architecturalcurtain wall of the Property had been completed and the outdoor landscaping was under construction. Party B agrees to purchasethe Property subject to Appendix 5 “Standards on Delivery of the Property” of this Agreement.

 

2.                  As a leading internet security software product and service provider, Party B meets the industrial guidance of the Science Parkof the Electronic Zone in respect of industrial positioning and business. Upon fully understanding the project of “InternationalElectronic Headquarters of Zhongguancun Electronic Zone” as well as other information concerned, Party B decides to purchaseBuilding 2# on Land 3# in the International Electronic Headquarters from Party A to locate its headquarters and use the Propertyfor the approved purposes and undertakes that it will register the Property as its principal office and for the purpose of taxpayment after entry.

 

Both parties have reachedthe following agreement through negotiation based on equality, voluntariness and fairness and in accordance with the relevant lawsand regulations.

 

**Article 1 The Property**

 

1.1               Scope of the Property:

 

For the purpose ofthis Agreement, the “Property” refers to Floors 2-17, Tower B, Building 2# on Land 3# at International ElectronicHeadquarters, Jiuxianqiao Road, Chaoyang District, Beijing (see Appendix 1). The main body of the building is a frame-shearstructure with 17 floors. The Property consists of floors 2-17 above the ground floor of the east wing, floors 2-14 above theground floor of the east wing, 6th and 7th units (with corridors) between floor 17 and floor 1#, 2nd, 3rd, 7th, 8th units (withcorridors) between floor 14 and floor 19 of the south-west corner; the flat roof and corridors of the 6th and 7th units of thefloor 14 on the east wing. The gross floor area of the Property is estimated at 34,532.32 square meters

 

See Appendix 2 fordetails. The area indicated above shall be subject to registration in the Certificate of Title.

 

1.2               Confirmation of Area of the Property:

 

The gross floor areaof the Property is estimated at 34,532.32 square meters (see Appendix 3 for details). Both parties agree that the floorarea will be for reference only whereas the actual floor area of the Property shall be subject to the confirmed area to be registeredunder the relevant Certificate of Title.

 

**Article 2 PurchaseConsideration of the Property and Schedule of Payment**

 

2.1               Consideration of the Property:

 

The purchase considerationof the Property shall be RMB20,000 (RMB Twenty Thousand) per square meter of gross floor area and is estimated to be RMB690,646,400(RMB Six Hundred and Ninety Million Six Hundred and Forty Six Thousand and Four Hundred) (the “Purchase Consideration”)which is calculated on the basis of the estimated gross floor area.

 

2.2               Payment

 

The final price shallbe adjusted and settled according to the said registered title area, and in case of any divergence between the contractual areaand such registered title area, the latter shall prevail. The payment shall be settled within 30 working days after completionof the title registration from both parties and agreement of the purchase consideration adjustment (if any) in writing.

 

2.3               Schedule of Payment

 

Party B will settlethe Purchase Consideration by installments.

 

The schedule of paymentshall be as follows:

 

2.3.1          	Party B shall pay fifteen percent (15%) of the Purchase Consideration, i.e., RMB103,596,960 (RMB One Hundred and ThreeMillion Five hundred and Ninety Six Thousand Nine Hundred and Sixty) to Party A before September 30, 2012.

 

2.3.2          	Party B shall pay the remaining eighty-five percent (85%) of the Purchase Consideration, i.e., RMB587,049,440 (RMB FiveHundred and Eighty Seven Million Forty Nine Thousand Four Hundred and Forty) to Party A before January 31, 2013.

 

2.4               Both parties agree that Party A shall issue an official invoice to Party B upon receipt of the total Purchase Consideration paidby Party B pursuant to the schedule prescribed in Article 2.3.

 

2.5               Party A’s Bank Account:

 

Party A notifies PartyB to directly remit the said installments to Party A’s bank account, details of which are as follows:

A/C bank: ElectronicZone Science Park Branch, China Construction Bank

Account name: BeijingElectronic Zone Co., Ltd.

Account No:

 

**Article 3 Deliveryof the Property**

 

3.1               Party A shall complete construction and inspection of the Property before February 1, 2013 (hereinafter referred to as the“agreed date of delivery”) and notify Party B to acknowledge acceptance of the Property in writing twenty (20) workingdays prior to the agreed date of delivery. Party A shall be entitled to refuse delivery of the Property without any liability fordelay of delivery in the case Party B has caused any delay in payment of the Purchase Consideration and Party A fails to receivethe agreed amount before the agreed date of delivery. The following standards shall be satisfied upon delivery of the Property:

 

(1)                The Property being completed and be deliverable;

(2)                The Approval for Acceptance of Planning and the Form of Final Completion for Filing regarding the Property being obtained;

(3)                The utilities of water supply and power supply and elevators are in working order;

(4)                All other facilities of the Property shall reach the standards for delivery as prescribed in Appendix 5; and

(5)                The Property shall satisfy other legal standards for completion and comprehensive inspection.

 

When delivering theProperty, Party A shall provide Party B with the construction and project materials related to the Property, including: 

(1)                Final acceptance materials, such as the general plan of completed projects and as-built drawings of single building, structure,equipment and supported facilities;

(2)                Copies of the Form of Final Completion for Filing; and

(3)                Other materials relevant to the Property and the property management thereof.

 

3.2               Party B shall inspect the Property within twenty (20) working days after receiving Party A’s delivery notice and shall issuean acceptance notice if the Property passes the acceptance inspection. In the case where the Property has been found in violationwith any requirement under national or local laws, regulations, rules and norms concerned, or as well as Appendix 5 during inspection,Party B shall issue a rectification notice in writing. Party A shall complete such rectification within one month; if impossible,it shall provide a written rectification commitment to Party B, assuring Party B of the term of rectification and quality. If PartyB believes the Property, after rectification, is in material violation with any relevant laws and regulations, or significantlyinconsistent with the delivery standards and may actually affect the legal rights and interests of Party B, Party B may appointan evaluation agency acceptable to both parties to conduct an evaluation. If Party B’s opinion is confirmed after evaluation,Party B shall be entitled to refuse delivery by sending a written notice to Party A and the liabilities for delay of delivery aswell as the evaluation fees shall be borne by Party A. Otherwise, Party B shall bear the evaluation fees.

 

3.3               Failure of Party B to issue an acceptance notice or a written rectification notice within 20 working days after Party A issuesthe delivery notice shall be deemed as acceptance by Party B of the Property.

 

3.4               Both parties shall execute the Delivery Receipt of the Property after the inspection and acceptance of the Property. The date ofthe Delivery Receipt of the Property shall be deemed as the date of actual delivery of the Property (hereinafter referred to asthe “actual delivery date”) and Party A shall be deemed performed of its obligation of delivery. If Party B delaysexecution of or is reluctant to execute the Delivery Receipt of the Property after the Property after the inspection and acceptanceof the Property, or if Party A provides the rectification commitment, it shall be deemed that Party A has performed its obligationof delivery.

 

3.5               Both parties agree that any and all risks of damage and loss of the Property shall be transferred to Party B and any and all expensesrelated to the Property, including property management fees and utilities fees, shall be borne by Party B from the actual deliverydate. Party B shall assume any and all liabilities and obligations stipulated in the rules of the property management company concerningproperty use, management and maintenance.

 

3.6               If the Property fails to be delivered before or on the agreed date of delivery due to any fault on the part of Party B, the risksand expenses incurred during this period, including damage or loss of the Property and property management fee, shall be assumedby Party B.

 

3.7               Both parties shall separately execute a maintenance agreement.

 

3.8               Party B shall have the right to name the Property or set up its trade name, logo, nameplate, direction boards or billboards onthe roof or on the external wall of or around the Property, provided that the specific plan on such naming and setup shall be subjectto the consent of Party A and be harmonious with the overall planning of the International Electronic Headquarters and conformto the requirements by the competent authorities in this regard. Party B shall be liable for going through relevant approval proceduresand Party A promises to provide relevant documents and certifications. All the expenses arising from or related to such approvaland examination procedures shall be borne by Party B.

 

3.9               Given the titles of the building, of which the Property is a part, and the corresponding underground parking area belongs to PartyA, Party A agree to lease the remaining parking lots to Party B in the proportion of the area it bought after appropriating severalpublic parking lots;

 

3.9.1          Party A may determine the specific position of such parking lots in the principle of a near position to the Property;

 

3.9.2          Party A shall grant rent concession to Party B;

 

3.9.3          The parking lots rent by Party B may not be used for other purposes except for parking by employees of Party B; and

 

3.9.4          The number, position and rent of the parking lots shall be separately negotiated by both parties.

 

3.10           Party B agrees to appoint Party A’s property management company to provide property management services, which may be separatelystipulated in the Property Management Service Agreement.

 

**Article 4 Certificateof Title**

 

4.1               Party A shall guarantee to obtain the Certificate of Title in Party B’s name within three (3) years after delivery of theProperty, provided that Party A receives the price due in full amount (except for the balance for difference between the estimatedand actual areas) and complete documents required. If Party A delays or fails to obtain the Certificate of Title due to any faulton the part of Party B, including but without limitation to failure of Party B to pay any taxes or fees, Party A will not assumeany breach liabilities, except for assistance to obtain the Certificate of Tile.

 

4.2               Both parties agree that the taxes and fees incurred during the process of obtaining the Certificate of Title shall be assumed byboth parties respectively pursuant to relevant national provisions.

 

4.3               Since the Property is located in the Scientific Park of Zhongguancun Electronic Zone, Party B is not allowed to transfer it inaccordance with the relevant provisions in principle; if transfer is necessary, Party B shall give a prior notice to Party A andParty A shall have the preemptive rights under the same conditions.

 

**Article 5 Liabilitiesfor Breach**

 

5.1               Principle

 

Both parties shallenjoy and perform the rights and obligations as stipulated in this Agreement in good faith. In case of any breach of this Agreement,the default party shall assume its breach liabilities and pay damages to the non-default party. The express provisions on percentageof damages stipulated in this Agreement, if any, shall be executed. If both parties breach the Agreement, each party shall respectivelyassume its liabilities according to the extent or severity of its fault.

 

The non-default partyshall be entitled to require the default party to make corrections and any legal liabilities arising thereof shall be assumed bythe default party.

 

5.2               Party A’s Liabilities for Breach

 

The following provisionsshall apply if Party A fails to perform any of its obligations within the time limits as stipulated in this Agreement:

 

5.2.1          Party A shall pay Party B the damages equal to 0.01% of the amount paid by Party B per day if the Property failed to be deliveredto Party B before or on the agreed date of delivery due to any fault on the part of Party A. Party B shall be entitled to cancelthis Agreement if the Property has not been delivered more than 180 days after the agreed date of delivery. If Party B cancelsthis Agreement, Party A shall refund the amount paid by Party B within 30 days from the date of Party B’s notice on cancellationof the agreement and pay the damages equal to five percent (5%) of the total price of this Agreement to Party B. If Party B doesnot choose to cancel this Agreement, Party A shall pay Party B the damages equal to 0.01% of the amount paid by Party B per dayfrom the next day to the agreed date of delivery and until the actual delivery date, and this Agreement shall continue to be performed.

 

5.2.2          Party A shall pay Party B the damages equal to 0.01% of the amount paid by Party B per day if Party A fails to perform its obligationunder Article 4.1 due to any fault on the part of Party A. Party B shall be entitled to cancel this Agreement if Party A failsto perform such obligation more than 180 days after the agreed date. If Party B cancels this Agreement, Party A shall refund theamount paid by Party B within 30 days from the date of Party B’s notice on cancellation of the agreement and pay the damagesequal to five percent (5%) of the total price of this Agreement to Party B.

 

5.2.3          Except as otherwise stipulated herein, Party A undertakes that it will not resell the Property to others and it has not and willnot create any mortgage over the Property; otherwise, Party A shall pay the damages equal to thirty percent (30%) of the totalprice of this Agreement to Party B and continue to perform this Agreement at Party B’s discretion.

 

5.3               Party B’s Liabilities for Breach

 

The following provisionsshall apply if Party B fails to perform any of its obligations within the time limits as stipulated in this Agreement:

 

5.3.1          If Party B fails to pay any amount within 180 days after the date of payment due to any fault on the part of Party B, Party B shallpay the damages equal to 0.01% of the amount due per day to Party A from the next day to the date of payment as stipulated in thisAgreement and until the amount due is paid in full amount and this Agreement shall continue to be performed.

 

5.3.2          Party B agrees that if Party B does not pay any amount due more than 180 days after the date of payment due to any fault on thepart of Party B, Party A may cancel this Agreement, resell the Property to any person and refund the amount paid by Party B, andParty B shall pay Party A the damages equal to five percent (5%) of the total price of this Agreement. If Party A does not chooseto cancel this Agreement, Party B shall pay Party A the damages equal to 0.01% of the amount overdue per day from the next dayto the date of payment as stipulated in this Agreement and until the amount due is paid in full amount and this Agreement shallcontinue to be performed.

 

5.4               Except as specifically stipulated in Article 6 herein and exercise by either party of its right to unilaterally cancel this Agreementpursuant to the Agreement, neither party may terminate this Agreement without cause. Any party who cancels this Agreement for causesother than legal provision or agreements herein shall pay the other party damages equal to ten percent (10%) of the total priceof this Agreement.

 

5.5               Any party who has to refund all amounts and/or pay damages to the other party pursuant to this Agreement due to its breach of theAgreement, shall refund all amounts as stipulated in the Agreement and pay such damages within thirty (30) days after receivingthe written notice from the non-default party; otherwise, the default party shall pay the non-default party damages equal to 0.01%of the total price per day from the date when it shall pay such damages and until the damages are paid in full amount.

 

Both parties acknowledgethat the non-default party shall be entitled to deduct the damages or other compensations for damage that the default party shallpay pursuant to the Agreement from the amounts payable or receivable.

 

**Article 6 Terminationof Agreement**

 

6.1               This Agreement may:

 

(1)                be early terminated if both parties reach a new agreement in writing through negotiations;

(2)                be automatically terminated after both parties fully perform their obligations;

(3)                be terminated by one party by sending a written notice to the other party who is or becomes legally incapable of continuing toperform this Agreement due to bankruptcy, wind-up or cancellation of business license;

(4)                be terminated by either party by sending a notice to the other party if this Agreement cannot be performed due to any force majeureevent; or

(5)                be terminated or cancelled due to other reasons as stipulated in laws, regulations or this Agreement.

 

6.2               Either party who terminates or cancels this Agreement pursuant to laws or regulations or this Agreement, shall issue a writtennotice of termination or cancellation to the other party, and this Agreement shall be terminated or cancelled upon receipt of suchnotice by the other party. The non-default party shall be entitled to make claims against the other party in accordance with laws,regulations and this Agreement.

 

**Article 7 Confidentiality**

 

7.1               Except as otherwise stipulated in this Agreement, laws and regulations and provisions of stock exchanges, each party shall, atany time after the date of this Agreement, keep confidential the following information it obtains in the process of negotiation,execution and performance of this Agreement (hereinafter referred to as the “confidential information”) and may notdisclose such information to a third party or use such information for purposes other than stipulated in this Agreement withoutprior written consent of the other party:

 

(1)                Any information related to negotiations concerning this Agreement;

(2)                Any information related to any trade or term under this Agreement; and

(3)                Any information related to both parties to this Agreement and their affiliates.

 

7.2               Each party shall cause its employees, officials, representatives or agents, professional consultants or other affiliates or associatedpersons to perform the confidential obligation under Article 7.1 herein and prohibits the persons who access to such informationfrom using such confidential information for any business activities irrelevant to this Agreement.

 

7.3               The confidentiality obligation under Article 7 shall not apply to such confidential information that:

 

(1)                has been or is known to the public before disclosure by the other party;

(2)                is required to be disclosed or used by mandatory provisions of law or by court;

(3)                is disclosed or used with the prior written consent of the other party; or

(4)                is announced or disclosed in accordance with this Agreement or for the purpose of fulfilling the transactions under this Agreement(including announcement in the trading system).

 

7.4               The confidentiality obligation under this Agreement shall survive the termination of this Agreement.

 

**Article 8 ForceMajeure**

 

8.1               A force majeure event refers to any event that is unpredictable, inevitable and uncontrollable and may prevent the performanceof this Agreement, including but without limitation to such natural disasters as flood and earthquake and such social events aswar, strike, riot, and promulgation of new laws and regulations and launch of new policies, administrative measures by governmentand governmental acts.

 

8.2               In case of any force majeure event, the affected party shall notify the other party of the force majeure event in a timely mannerand provide the proving document issued by relevant organs in the place where the event occurs within 14 days after the force majeureevent occurs. In addition, both parties shall do their utmost to take necessary measures to reduce the impacts of such force majeureevent. The prevented party shall notify the other party in a timely manner after the impact of such force majeure event eliminates.

 

8.3               Except as otherwise provided for by law, either party who is prevented from performing this Agreement by force majeure may be exemptedfrom any breach liabilities according to the impacts of such force majeure.

 

**Article 9 Effectivenessand Version**

 

9.1               This Agreement shall enter into force upon signature and seal by both parties.

 

9.2               This Agreement has been prepared in six (6) originals and each party keeps three (3) of them, which shall be of equal legal force.

 

**Article 10 DisputeSettlement**

 

10.1           Any dispute between both parties shall be settled through negotiations; if a negotiation fails, the dispute may be filed to thePeople’s court for settlement in the place where the Property is located in accordance with the laws and regulations of thePeople’s Republic of China.

 

**Article 11 Appendixesto the Agreement**

 

Appendix 1: Locationof International Electronic Headquarters

Appendix 2: GeneralPlan of Land 3# in International Electronic Headquarters

Appendix3: Technical Report on Estimation of the Area of Building 2# on Land 3# in International Electronic Headquarters (subject to thereport with the special stamp for mapping results submitted for filing)

Appendix 4: Copiesof Business License of Both Parties (with Official Stamps)

Appendix 5: Standardson Delivery of the Property

Appendix 6: Planning ofProperty (for reference only and subject to as-built drawings)

 

 

Party A: Beijing Electronic Zone Co., Ltd.

(Company Chop):           */s/ [Company Stamp of Beijing Electronic Zone Co., Ltd.]*

Legal (Authorized) Representative:           /s/

Signing Date: August 31, 2012 in Beijing

 

Party B: Qizhi Software (Beijing) Co.,Ltd.

(Company Chop):           */s/ [Company Stamp of Qizhi Software (Beijing) Co., Ltd.]*

Legal (Authorized) Representative:            /s/

Signing Date: August 31, 2012 in Beijing