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F-1?1?d360161df1.htm?FORM F-1 Table of Contents As filed with the Securities and Exchange Commission on September 30, 2013 Registration No.?333-???????????? ? ? ? SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? ? FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? ? Qunar Cayman Islands Limited (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) ? Cayman Islands ? 4700 ? Not Applicable (State or other jurisdiction of incorporation or organization) ? (Primary Standard Industrial Classification Code Number) ? (I.R.S. Employer Identification Number) 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing 100080 The People’s Republic of China +86 10 5760 3000 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) ? ? Law Debenture Corporate Services Inc. 400 Madison Avenue, Suite 4D New York, NY10017 +1 212 750 6474 (Name, address, including zip code, and telephone number, including area code, of agent for service) ? ? Copies to: Li He, Esq. Davis Polk?& Wardwell LLP 2201 China World Office 2 1 Jian Guo Men Wai Avenue Chao Yang District Beijing 100004, China +86 10-8567-5000 ? Leiming Chen, Esq. Simpson Thacher & Bartlett LLP c/o 35th?Floor, ICBC Tower 3 Garden Road, Central Hong Kong +852 2514-7600 ? ? Approximate date of commencement of proposed sale to the public:?As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.????¨ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.????¨ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.????¨ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.????¨ ? ? CALCULATION OF REGISTRATION FEE ? ? Title of Each Class of Securities to be Registered ? Proposed?Maximum Aggregate Offering?Price(1) (2) ? Amount Of Registration Fee Class B Ordinary shares, par value US$0.001 per share(3) ? US$125,000,000 ? US$17,050 ? ? ? (1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. (2) Includes Class B ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. These ordinary shares are not being registered for the purpose of sales outside the United States. Also includes Class B ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 to be filed with the Commission (Registration No.?333-????????????). Each American depositary share represents Class?B ordinary shares. ? ? The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section?8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section?8(a), may determine. ? ? ? Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted. ? PROSPECTUS (Subject to Completion) Issued ????????????????????, 2013 ???????????????????? American Depositary Shares Qunar Cayman Islands Limited Representing ???????????????????? Class B Ordinary Shares ? ? This is the initial public offering of American depositary shares, or ADSs, of Qunar Cayman Islands Limited. We are offering ???????????? ADSs. Each ADS represents ???????????? Class B ordinary shares, par value US$0.001 per share, of us. Prior to this offering, there has been no public market for the ADSs or our Class B ordinary shares. We anticipate that the initial public offering price of the ADSs will be between US$???????????? and US$???????????? per ADS. Upon the completion of this offering, 303,344,804 Class A ordinary shares and ???????????? Class B ordinary shares of our company will be issued and outstanding, assuming that the underwriters do not exercise their over-allotment option to purchase additional ADSs. Each Class A ordinary share will be entitled to three votes and each Class B ordinary share will be entitled to one vote on all matters subject to shareholder vote. Upon completion of this offering, Baidu Holdings Limited, our controlling shareholder, will hold 185,202,519 Class A ordinary shares, which will represent ????????% of our aggregate voting power, assuming that the underwriters do not exercise their over-allotment option to purchase additional ADSs. ? ? We have applied to have the ADSs listed on the New York Stock Exchange, or NYSE, under the symbol “QUNR.” ? ? We are an “emerging growth company,” as defined in Section?2(a) of the Securities Act of 1933, as amended, or the Securities Act, and Section?3(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. ? ? Investing in the ADSs involves risks. See “Risk Factors” beginning on page 14 of this prospectus. ? ? ? ? ?? Price?to?the Public ? ?? Underwriting Discounts?and Commissions ? ?? Proceeds?to?the Company ? Per ADS ?? US$ ???????????? ? ?? US$ ???????????? ? ?? US$ ???????????? ? Total ?? US$ ???????????? ? ?? US$ ???????????? ? ?? US$ ???????????? ? ? ? We have granted the underwriters the right to purchase up to????????????? additional ADSs at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ADSs against payment in U.S. dollars on ????????????????????, 2013. ? ? ? Goldman Sachs (Asia) L.L.C. ? Deutsche Bank Securities Stifel Pacific Crest Securities ? China Renaissance Securities (Hong Kong) Limited ? ? Prospectus dated ????????????????????, 2013 Table of Contents Table of Contents Table of Contents TABLE OF CONTENTS ? ? ?? Page ? Conventions that Apply to This Prospectus ?? ? ii ?? Prospectus Summary ?? ? 1 ?? The Offering ?? ? 7 ?? Summary Consolidated Financial Data ?? ? 10 ?? Risk Factors ?? ? 14 ?? Special Note Regarding Forward-Looking Statements ?? ? 55 ?? Use of Proceeds ?? ? 56 ?? Dividend Policy ?? ? 57 ?? Capitalization ?? ? 58 ?? Dilution ?? ? 59 ?? Exchange Rate Information ?? ? 61 ?? Enforceability of Civil Liabilities ?? ? 62 ?? History and Corporate Structure ?? ? 64 ?? Selected Consolidated Financial Data ?? ? 69 ?? Management’s Discussion and Analysis of Financial Condition and Results of Operations ?? ? 74 ?? Industry ?? ? 103 ?? Business ?? ? 108 ?? Regulation ?? ? 124 ?? Management ?? ? 146 ?? Principal Shareholders ?? ? 152 ?? Related Party Transactions ?? ? 154 ?? Description of Share Capital ?? ? 155 ?? Description of American Depositary Shares ?? ? 168 ?? Shares Eligible for Future Sale ?? ? 178 ?? Taxation ?? ? 180 ?? Underwriting ?? ? 186 ?? Expenses Relating to This Offering ?? ? 195 ?? Legal Matters ?? ? 196 ?? Experts ?? ? 196 ?? Where You Can Find Additional Information ?? ? 197 ?? Index to Consolidated Financial Statements ?? ? F-1 ?? ? ? We have not authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the sale of any ADS. We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who came into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of this prospectus outside of the United States. ? i Table of Contents CONVENTIONS THAT APPLY TO THIS PROSPECTUS Except where the context otherwise indicates and for the purpose of this prospectus only: ? ? ? ? “ADSs” refers to our American depositary shares, each of which represents ???????????? Class B ordinary shares, and “ADRs” refers to the American depositary receipts that evidence our ADSs; ? ? ? ? “active mobile users” refers to mobile users who accessed our mobile platform on three or more different days in the preceding 12-month period as of any given date; ? ? ? ? “active web users” refers to web users who accessed our website on three or more different days in the preceding 12-month period as of any given date; ? ? ? ? “China” or “PRC” refers to the People’s Republic of China, excluding, for purposes of this prospectus, Hong Kong, Macau and Taiwan; ? ? ? ? “mobile users” refers to users who accessed our mobile platform in the preceding 12-month period as of any given date, each being identified by a unique serial number of the user’s mobile device; ? ? ? ? “monthly unique visitors” refers to visitors who accessed a website in any given month, each visitor being identified by an IP address which is verifiable by third-party market research firms from publicly available information; ? ? ? ? “ordinary shares” refers to our ordinary shares, par value US$0.001 per share; ? ? ? ? “qualified click” refers to a user click which occurs when the user is directed to a customer’s website or our SaaS system by clicking on a search result on our website, regardless of whether the user proceeds to make a purchase from the customer, excluding repeating clicks resulting from suspected frauds or mistakes; ? ? ? ? “RMB” or “Renminbi” refers to the legal currency of China; ? ? ? ? “US$,” “U.S. dollars,” or “dollars” refers to the legal currency of the United States; ? ? ? ? “we,” “us,” “our company,” “our,” or “Qunar” refers to Qunar Cayman Islands Limited, a Cayman Islands company, and unless the context requires otherwise, includes its predecessor entities and consolidated subsidiaries and variable interest entities; and ? ? ? ? “web users” refers to users who accessed our website in the preceding 12-month period as of any given date, each being identified by a unique cookie installed on the user’s computer. Unless otherwise indicated, information in this prospectus relating to the number of ordinary shares that will be outstanding immediately after this offering: ? ? ? ? assumes the issuance and sale of ???????????? Class B ordinary shares (in the form of ADSs) by us; ? ? ? ? assumes no exercise of the underwriters’ option to purchase additional ADSs to cover over-allotments; ? ? ? ? excludes ???????????? Class B ordinary shares issuable upon the exercise of options outstanding as of the date of this prospectus, at a weighted average exercise price of US$ ???????????? per share; and ? ? ? ? excludes ???????????? Class B ordinary shares reserved for future issuances under our 2007 Share Plan. This prospectus contains translations of Renminbi amounts into U.S. dollars at specific rates solely for the convenience of the reader. The Company uses the RMB as its reporting currency. Unless otherwise indicated, conversions of RMB into U.S. dollars in this prospectus are based on the exchange rate set forth in the H.10 statistical release of the Federal Reserve Bank of New York on June 28, 2013, which was RMB6.1374 to US$1.00. Translation differences are recorded in accumulated other comprehensive loss, a component of shareholders’ deficit. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all. On September 20, 2013, the noon buying rate set forth in the H.10 statistical release of the Federal Reserve Board was RMB6.1210 to US$1.00. ? ii Table of Contents PROSPECTUS SUMMARY This summary highlights information appearing elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. You should carefully read this entire prospectus, including the “Risk Factors” section and the financial statements and the related notes, before deciding whether to invest in our ADSs. Our Business We are the leading search-based commerce platform for the travel industry in China. We enable people to find best-value deals by aggregating and processing highly fragmented travel product information from tens of thousands of travel service providers, or TSPs, into an organized and user-friendly display through our proprietary technology. According to iResearch, we ranked No.?1 among all non-state-owned online travel companies in China in terms of monthly unique visitors since November 2010. We were the most visited travel website in China among online travel users, according to a report released by Nielsen in June 2012. We optimize users’ travel experience by enabling them to easily identify and compare their desired travel products anytime and anywhere through our website and mobile applications. We retrieve and display real-time information about air tickets, hotels, vacation packages and other travel products based on user search queries. Our comprehensive and accurate search results are sourced from third-party travel websites as well as our proprietary software-as-a-service, or SaaS, system, on which we host the web outlets for a large and growing number of TSPs. Our platform is designed to facilitate and enhance convenience, data accuracy, and transaction security for our users. As a result of our focus on user experience, we have attracted a large and rapidly expanding user base. The number of our web users grew from 71.7?million in 2010 to 187.3?million in 2012. The number of our web users was 203.2 million in the 12-month period ended June 30, 2013. In addition, the number of our mobile users grew from 0.2?million in 2010 to 21.9?million in 2012. The number of our mobile users was 39.6 million in the 12-month period ended June 30, 2013. Our customers include TSPs and display advertisers. Leveraging our large user base and our advanced technologies, we provide an attractive value proposition to our customers. ? ? ? ? Our SaaS system enables TSPs with limited or no online presence, usually independent hotels and TSPs who have traditionally conducted business offline, to have advanced online outlets to sell products and services via the Internet. We provide our SaaS system free of charge to TSPs who use our pay-for-performance, or P4P, services. ? ? ? ? Our P4P services provide an efficient channel for TSPs to reach a large and fast-growing number of travelers through qualified clicks, for which we charge on a cost-per-click, or CPC, or cost-per-sale, or CPS, basis. ? ? ? ? Additionally, our display advertising service provides targeted advertising solutions based on the demographics, search parameters and transaction history of our large user base, and our promotional programs expose TSPs to new online marketing methods while providing them with additional channels to distribute travel products to our users. We are a technology-driven company. Our industry experts, product managers and software engineers collaborate closely to drive our product development efforts to better serve our users. Our superior search capabilities are at the core of our technological competence. We processed approximately 1.8 billion web and mobile search queries in 2012 and approximately 1.4 billion web and mobile search queries in the first six months in 2013 for air tickets and hotels. We are able to instantly extract targeted data from a massive number of online sources with different formats. Unlike general search engines, our search results must be current and accurate for users to proceed with their transactions. We maintain a dynamic data cache which is constantly verified and refreshed to ensure up-to-date, accurate and fast search results. Our platform also powers natural language fuzzy search, which significantly broadens permissible search parameters and optimizes search results ? ? 1 Table of Contents by analyzing and organizing unstructured information from the Internet. The key word database for our search service utilizes an intelligent “machine learning” technology, allowing it to automatically improve itself with the injection of new data. As a result, our search results become more relevant and accurate over time. We have achieved substantial growth since the commencement of our operations in 2005. Our revenues increased from RMB123.9 million in 2010 to RMB262.4 million in 2011 and to RMB501.7 million (US$81.7 million) in 2012, and from RMB204.6 million in the six months ended June 30, 2012 to RMB358.8 million (US$58.5 million) in the six months ended June 30, 2013. We recorded net losses of RMB4.4 million, RMB46.0 million, RMB91.1 million (US$14.8 million), RMB64.1 million and RMB16.9 million (US$2.8 million) in 2010, 2011, 2012 and the six months ended June 30, 2012 and 2013, respectively. Our adjusted EBITDA was RMB4.0 million and RMB2.8 million in 2010 and 2011, respectively, and we recorded negative adjusted EBITDA of RMB24.0 million (US$3.9 million) in 2012. Our adjusted EBITDA was RMB13.7 million (US$2.2 million) in the six months ended June 30, 2013, compared to negative adjusted EBITDA of RMB27.2 million in the six months ended June 30, 2012. For information regarding adjusted EBITDA, see “Summary Consolidated Financial Data—Non-GAAP Financial Measures.” The PRC governme