UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16 UNDER THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of January 2015

 

Commission File Number: 001-36144

 

QUNAR CAYMAN ISLANDS LIMITED

 

17th Floor, Viva Plaza, Building 18, Yard 29,

Suzhou Street, Haidian District

Beijing 100080

The People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x   Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

QUNAR CAYMAN ISLANDS LIMITED

 

 

 

 

 

 

By:

/s/ Sam Hanhui Sun

 

Name:

Sam Hanhui Sun

 

Title:

Chief Financial Officer

 

 

 

 

 

 

Date: January 12, 2015

 

 

 

2



 

Exhibit Index

 

Exhibit 99.1—Press Release Regarding the 2015 Annual General Meeting of Qunar Cayman Islands Limited

 

Exhibit 99.2—Notice of the 2015 Annual General Meeting of Qunar Cayman Islands Limited

 

Exhibit 99.3—Form of Proxy for the 2015 Annual General Meeting of Shareholders of Qunar Cayman Islands Limited

 

3




Exhibit 99.1

 

Qunar to Hold Annual General Meeting on February 12, 2015

 

BEIJING, Jan. 12, 2015 — Qunar Cayman Islands Limited (Nasdaq: QUNR) (“Qunar” or the “Company”), China’s leading search-based travel commerce platform, today announced that it will hold an annual general meeting of shareholders (“AGM”) at its headquarters on the 17th Floor of Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District, Beijing, People’s Republic of China, at 2:00 p.m. on February 12, 2015 (Beijing Time).

 

Holders of record of ordinary shares of the Company at the close of business on January 12, 2015 are entitled to notice of, and to vote at, the AGM or any adjournment or postponement thereof. Holders of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for their underlying ordinary shares must act through the depository of the Company’s ADS program, Deutsche Bank Trust Company Americas.

 

The notice of the annual general meeting of shareholders is available from the “Annual General Meeting” section of the Company’s website at http://ir.qunar.com. The Company has filed its annual report on Form 20-F, including its audited financial statements for the fiscal year ended December 31, 2013, with the U.S. Securities and Exchange Commission. Shareholders and ADS holders may obtain a copy of the Company’s annual report on Form 20-F, free of charge, from its website at http://ir.qunar.com as well as the SEC’s website at http://www.sec.gov, or by writing to Jenna Qian, Investor Relations, Qunar Cayman Islands Limited, 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District, Beijing, 100080, The People’s Republic of China, or by sending an email to ir@qunar.com.

 

About Qunar

 

Qunar Cayman Islands Limited is the leading search-based commerce platform for the travel industry in China. Qunar’s goal is to empower Chinese travelers to define their travel experience. Founded in May 2005 and headquartered in Beijing, Qunar is committed to providing travelers with a one-stop travel information source on both PC and mobile devices. The Company enables travelers to find the best-value deals by aggregating and processing highly fragmented travel product information from tens of thousands of travel service providers into an organized and user-friendly display through its proprietary technology. According to research firm iResearch, Qunar has ranked No. 1 among all non-state-owned online travel companies in China in terms of monthly unique visitors since November 2010. Qunar’s mobile application “Qunar Travel” was ranked the most frequently used mobile travel application in China by China Internet Network Information Center in September 2012.

 

Leveraging its large user base and advanced technologies, the Company provides an attractive value proposition to its customers, which include travel service providers and display advertisers.

 

Qunar means “where to go” in Mandarin Chinese.

 



 

For more information, please contact:

 

China

Jenna Qian

Qunar

Tel: +86-10-5760-3609

ir@qunar.com / press@qunar.com

 

Nick Beswick

Brunswick Group

Tel: +86-10-5960-8600

Email: qunar@brunswickgroup.com

 

U.S.

Rachel Hunter

Brunswick Group

Tel: +1-212-333-3810

Email: qunar@brunswickgroup.com

 




Exhibit 99.2

 

Qunar Cayman Islands Limited

(the “Company”)

 

Notice of Annual General Meeting of the Company

 

to be held on February 12, 2015

(or any adjourned or postponed meeting thereof)

 

NOTICE IS HEREBY GIVEN that the 2015 Annual General Meeting of the Company (the “AGM”) will be held at the offices of Qunar Cayman Islands Limited at 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District, Beijing, People’s Republic of China, on the 12th day of February, 2015 at 2:00 pm Beijing time for the purpose of considering and, if thought fit, passing and approving the following resolution:

 

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

 

“RESOLVED, as an ordinary resolution:

 

THAT Section 4(a) of the Amended and Restated 2007 Share Plan, which was last amended on September 24, 2013, is hereby amended to read as follows:

 

(a) Basic Limitation. Subject to Subsection (b) below and Section 8, the maximum number of Shares that may be issued under the Plan is 36,352,134 as of September 24,2013, and shall increase (i) on January 1, 2014 by 1.5% of the Company’s then total outstanding Shares, (ii) on January 1 of each of 2015, 2016 and 2017 by 2.65% of the then outstanding Shares, and (iii) on January 1 of each year starting 2018 for the remainder of the term of the Plan by 1.5% of the then outstanding Shares. All of these Shares may be issued upon the exercise of ISOs. The number of Shares that are subject to Options or other rights outstanding at any time under the Plan shall not exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient authorized but unissued Shares to satisfy the requirements of the Plan.”

 

The Board of Directors of the Company (the “Board”) has fixed the close of business on January 12, 2015 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof.

 

The Board approved the foregoing amendments to the Amended and Restated 2007 Share Plan on November 25, 2014, and authorized the officers to prepare the amendments in consultation with counsel and present to the shareholders for approval at the AGM. The Board recommends the shareholders to vote FOR the resolution.

 

The Company’s ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. In respect of the matters requiring shareholders’ vote at the AGM, each Class A ordinary share is entitled to three votes, and each Class B ordinary share is entitled to one vote. Shares underlying the Company’s American depositary shares (“ADSs”) are Class B ordinary shares.

 

Please refer to the proxy form, which is attached to and made a part of this notice. Holders of record of the Company’s Class A and Class B ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof. Holders of ADSs who wish to exercise their voting rights for the underlying shares must act through Deutsche Bank Trust Company Americas, the depositary of the Company’s ADS program.

 



 

Holders of record of the Company’s Class A and Class B ordinary shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than the time appointed for the AGM to ensure your representation at such meeting.

 

Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at http://ir.qunar.com, or by contacting IR Department, Qunar Cayman Islands Limited, 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District, Beijing, People’s Republic of China, 100080, telephone: +86-10-5760-3000, email: ir@qunar.com.

 

By order of the Board

 

 

/s/ Chenchao (CC) Zhuang

 

Director

 

Dated: 12th day of January, 2015

 

 

Registered Office:

c/o Maples Corporate Services Limited

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

 


*A form of proxy has been included with this Notice.

 



 

NOTES

 

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR SEND IN A SPECIFIC PROXY.

 

1                                         A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead.

 

2                                         Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or executes a specific proxy.

 

3                                         A form of proxy for use at the AGM is enclosed. Whether or not you propose to attend the AGM in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of the Company at 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District, Beijing, People’s Republic of China, or send copies of the foregoing by email to qi.guo@qunar.com, in each case marked for the attention of Qi Guo, not later than 48 hours before the time for the holding of the AGM or adjourned AGM in accordance with the Articles of Association of the Company. Returning the completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish.

 

4                                         If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares.

 

5                                         On a poll, a shareholder holding more than one share entitled to attend and vote at the AGM need not cast the votes in respect of such shares in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting.

 

6                                         The quorum for the AGM is one or more shareholders holding in aggregate more than one-half (50%) of the Company’s total voting power represented by issued and outstanding voting shares which carry the right to attend and vote at the AGM, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorised representative or proxy and entitled to vote.

 




Exhibit 99.3

 

Qunar Cayman Islands Limited

 

(the “Company”)

 

FORM OF PROXY FOR SHAREHOLDERS

 

I/We

 

Please Print Name(s)

 

of

 

Please Print Address(es)

 

being (a) shareholder(s) of the Company with ____________ shares respectively hereby appoint ________________________ of _____________________ or failing ____________________ him/her ____________________ of _______________________ or failing him/her the duly appointed chairman of the AGM (the “Chairman”) as my/our proxy to vote for me/us and on my/our behalf at the 2015 Annual General Meeting of the Company (the “AGM”) to be held on 12th day of February, 2015 at 2:00 pm Beijing time at the offices of the Company at 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District, Beijing, People’s Republic of China and at any adjournment of the AGM. My proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matters specified in the Notice of the AGM as indicated below:

 

Resolution

 

For

 

Against

 

Abstain

“RESOLVED, as an ordinary resolution:

 

THAT Section 4(a) of the Amended and Restated 2007 Share Plan, which was last amended on September 24, 2013, is hereby amended to read as follows:

 

(a) Basic Limitation. Subject to Subsection (b) below and Section 8, the maximum number of Shares that may be issued under the Plan is 36,352,134 as of September 24,2013, and shall increase (i) on January 1, 2014 by 1.5% of the Company’s then total outstanding Shares, (ii) on January 1 of each of 2015, 2016 and 2017 by 2.65% of the then outstanding Shares, and (iii) on January 1 of each year starting 2018 for the remainder of the term of the Plan by 1.5% of the then outstanding Shares. All of these Shares may be issued upon the exercise of ISOs. The number of Shares that are subject to Options or other rights outstanding at any time under the Plan shall not exceed the number of Shares that then remain available for issuance under the Plan. The Company, during the term of the Plan, shall at all times reserve and keep available sufficient authorized but unissued Shares to satisfy the requirements of the Plan.”

 

 

 

 

 

 

 

 

Please indicate your voting preference by ticking, or inserting the number of shares to be voted for or against or to abstain, the boxes above in respect of each resolution.  If you do not complete this section,

 



 

your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the AGM.

 

You may instruct your proxy to vote some or all of the shares in respect of which the proxy is appointed either for or against any resolution and/or abstain from voting as such proxy need not cast the votes in respect of your shares in the same way on any resolution. In this case, please specify in the voting boxes above the number of shares in respect of which your proxy is to vote for or against or to abstain in respect of each resolution.

 

If you have appointed more than one proxy, please specify in the voting boxes above the number of shares in respect of which each proxy is entitled to exercise the related votes. If you do not complete this information, the first person listed above shall be entitled to exercise all the votes in relation to the relevant resolution. If you have appointed more than one proxy, the first person listed above shall be entitled to vote on a show of hands.

 

If you have appointed another proxy to vote on a show of hands in a separate form (in which case the proxy appointed in this form may not vote on a show of hands) please tick this box:¨

 

 

Signed:

 

 

 

 

 

Name:

 

 

 

 

 

Date:

 

 

 

 

 

In the case of joint holders the
senior holder (see note 4 below) should sign.
Please provide the names of all other

joint holders:

 

 

 



 

NOTES

 

IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR COMPLETE AND SEND IN THIS FORM APPOINTING A SPECIFIC PROXY.

 

1                                         A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be appointed proxy in the space provided, failing which the Chairman will be appointed as your proxy.

 

2                                         Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or completes and returns this form appointing a specific proxy.

 

3                                         Whether or not you propose to attend the relevant meeting(s) in person, you are strongly advised to complete and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of the Company at 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District, Beijing, People’s Republic of China, or send copies of the foregoing by email to qi.guo@qunar.com, in each case marked for the attention of Qi Guo, as soon as possible and in any event not later than 48 hours before the time for holding the relevant meeting or any adjourned meeting. Returning this completed form of proxy will not preclude you from attending the relevant meeting(s) and voting in person if you so wish.

 

4                                         If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided.

 

5                                         If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how.

 

6                                         This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorised for that purpose.

 

7                                         Any alterations made to this form must be initialled by you.

 

8                                         A proxy may vote on a show of hands or on a poll.

 


 

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