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 June 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/ Yilu Zhao

 

Name:

Yilu Zhao

 

Title:

Chief Financial Officer

 

 

 

 

 

 

Date: June 2, 2015

 

 

 

2



 

Exhibit Index

 

Exhibit 99.1—Qunar Reports First Quarter 2015 Financial Results

 

Exhibit 99.2—Qunar and Silver Lake Announce Strategic Investment

 

Exhibit 99.3—Qunar Announces Offering of American Depositary Shares

 

3




Exhibit 99.1

 

Qunar Reports First Quarter 2015 Financial Results

 

Fourth consecutive quarter of revenue growth at 100% or above

 

BEIJING, June 1, 2015 (GLOBE NEWSWIRE) — Qunar Cayman Islands Limited (NASDAQ: QUNR) (“Qunar” or the “Company”), China’s leading mobile and online travel platform, today announced its unaudited financial results for the first quarter ended March 31, 2015.

 

Highlights for the First Quarter of 2015

 

·                  Total revenues for the first quarter of 2015 were RMB671.1million (US$108.3 million), an increase of 100.0% year-on-year.

·                  Mobile revenues for the first quarter of 2015 were RMB398.5 million (US$64.3 million), an increase of 275.7% year-on-year, representing 59.4% of total revenues, compared to 31.6% in the corresponding period of 2014.

·                  Total Estimated Flight Ticket volume (TEFT) and Total Estimated Hotel Room-night volume (TEHR) for the first quarter of 2015 were 27.0 million and 10.7 million, respectively, an increase of 54.0% and 81.7% year-on-year.

 

“Qunar’s momentum for revenue growth and market share expansion across business lines remained robust in Q1 2015 as our quarterly GMV expanded to over RMB30 billion for the first time,” said Chenchao (CC) Zhuang, chief executive officer and co-founder of Qunar.

 

“We are one of the largest e-commerce companies in China and the fastest growing, and this is the fourth consecutive quarter that our year-on-year revenue grew 100% or above,” Mr. Zhuang added.  “Once again, mobile continued to be the key driver and now contributed 59.4% of our total revenues, thanks to our large and loyal mobile user base.”

 

“We will continue to capitalize the offline to mobile tailwind in the travel industry and to drive Qunar’s long-term growth with an aggressive and deliberate investment approach,” said Yilu Zhao, Chief Financial Officer of Qunar.

 

First Quarter 2015 Financial Results

 

Total revenues for the first quarter of 2015 were RMB671.1 million (US$108.3 million), an increase of 100.0% year-on-year and 29.1% quarter-on-quarter.

 

Mobile revenues for the first quarter of 2015 were RMB398.5 million (US$64.3 million), an increase of 275.7% year-on-year, representing 59.4% of total revenues.

 

Flight and flight related revenues for the first quarter of 2015 were RMB457.3 million (US$73.8 million), an increase of 94.3% year-on-year and 32.8% quarter-on-quarter. Year-on-year flight and flight related revenue growth was primarily due to a 54.0% increase in TEFT and a 26.1% increase in revenue per ticket.

 

Accommodation reservation revenues were RMB128.3 million (US$20.7 million), an increase of 107.6% year-on-year and 25.5% quarter-on-quarter. Year-on-year accommodation reservation revenue growth was primarily due to an 81.7% increase in TEHR and 14.3% increase in revenue per room night.

 

Gross profit for the first quarter of 2015 was RMB490.5 million (US$79.1 million), an increase of 87.1% year-on-year. Gross margin for the first quarter of 2015 was 73.1%, compared to 78.1% for the corresponding period of 2014 and 73.5% for the fourth quarter of 2014. The year-on-year increase in gross profit during the quarter was primarily due to the significant increase in total revenues, and was partially offset by an increase in online payment processing fees.

 

Product development expenses for the first quarter of 2015 were RMB287.1 million (US$46.3 million), an increase of 136.7% year-on-year, primarily due to an increase in salary, welfare and other expenses associated with headcount increases. Excluding share-based compensation expenses, product development expenses were RMB267.5 million (US$43.2 million), an increase of 152.6% year-on-year, and accounted for 39.9% of total revenues, compared to 31.6% for the corresponding period of 2014 and 43.4% for the fourth quarter of 2014.

 



 

Product sourcing expenses for the first quarter of 2015 were RMB124.4 million (US$20.1 million), an increase of 219.5% year-on-year, primarily due to an increase in product sourcing headcount. Excluding share-based compensation expenses, product sourcing expenses were RMB123.3 million (US$19.9 million), an increase of 222.0% year-on-year, and accounted for 18.4% of total revenues, compared to 11.4% for the corresponding period of 2014 and 20.9% for the fourth quarter of 2014.

 

Sales and marketing expenses for the first quarter of 2015 were RMB327.9million (US$52.9 million), an increase of 150.7% year-on-year, primarily due to an increase in salary and welfare expenses as a result of increased headcount, as well as an increase in online marketing expenses and advertising and other promotion expenses. The headcount expenses under sales and marketing were primarily expenses related to personnel with operational functions, including our customer service staff, photographers, editors, and staff responsible for data analysis. Excluding share-based compensation expenses, sales and marketing expenses were RMB320.2 million (US$51.6 million), an increase of 148.7% year-on-year, and accounted for 47.7% of total revenues, compared to 38.4% for the corresponding period of 2014 and 52.9% for the fourth quarter of 2014.

 

General and administrative expenses for the first quarter of 2015 were RMB132.1 million (US$21.3 million), an increase of 68.6% year-on-year, primarily due to an increase in share-based compensation, salary and welfare expenses associated with headcount increases. Excluding share-based compensation expenses, general and administrative expenses were RMB70.6 million (US$11.4 million), an increase of 91.2% year-on-year, and accounted for 10.5% of total revenues, compared to 11.0% for the corresponding period of 2014 and 11.6% for the fourth quarter of 2014.

 

Online marketing expenses for the Company’s Baidu Zhixin Cooperation for the first quarter of 2015 were RMB30.3 million (US$4.9 million), a decrease of 54.7% year-on-year. The decrease was primarily due to a significant decrease in Zhixin-related page views acquired during the period. Online marketing expenses from the Zhixin Cooperation Agreement were non-cash expenses and recognized ratably over the period of service required to earn each tranche of warrants based upon the estimated exercisable number of the Baidu warrants and the fair value of the warrants at each reporting date.

 

Operating loss for the first quarter of 2015 was RMB411.2 million (US$66.3 million), compared to RMB174.1 million in the corresponding period of 2014 and RMB666.6 million in the fourth quarter of 2014.

 

Operating loss on a non-GAAP basis, which excludes share-based compensation expenses of RMB89.9 million (US$14.5 million) and online marketing expenses from the Zhixin Cooperation Agreement of RMB30.3 million (US$4.9 million), was RMB291.0 million (US$46.9 million) for the first quarter of 2015. Operating margin (non-GAAP) for the first quarter of 2015 was negative 43.4%, compared to negative 13.8% in the corresponding period of 2014 and negative 55.2% in the fourth quarter of 2014. The year-on-year increase in operating loss was mainly attributable to continued investment in product development and product sourcing to drive business growth, especially development of the Company’s hotel direct business.

 

Fair value change in warrant liability for the first quarter of 2015 was RMB288.2 million (US$46.5 million), representing changes in the fair value of vested tranche of the Baidu warrants.  Such warrants were granted in previous year and continuously accounted for as a liability when vested and exercisable in the first quarter of 2015 and therefore measured at fair value at every reporting period until they are exercised or settled. No warrants were vested in 2014 and hence there was no such fair value change in the corresponding period of 2014 and the fourth quarter of 2014, respectively.

 



 

Net loss attributable to Qunar’s shareholders for the first quarter of 2015 was RMB701.2 million (US$113.1 million), compared to RMB183.6 million in the corresponding period of 2014 and RMB675.5 million in the fourth quarter of 2014. The increase in net loss was primarily due to reasons mentioned above.  Basic and diluted net loss per ADS for the first quarter of 2015 was RMB5.85 (US$0.96).

 

Adjusted net loss (non-GAAP), defined as net loss excluding share-based compensation expenses of RMB89.9 million (US$14.5 million), online marketing expenses from the Zhixin Cooperation Agreement of RMB30.3 million (US$4.9 million) and fair value change in warrant liability of RMB288.2 million (US$46.5 million), for the first quarter of 2015 was RMB293.4 million (US$47.3 million), compared to adjusted net loss of RMB55.7 million in the corresponding period of 2014 and adjusted net loss of RMB295.9 million in the fourth quarter of 2014.

 

Adjusted EBITDA (non-GAAP), defined as net loss before income tax expense, depreciation and amortization, interest expense, further adjusted to exclude share-based compensation expenses of RMB89.9 million (US$14.5 million), online marketing expenses from the Zhixin Cooperation Agreement of RMB30.3 million (US$4.9 million), fair value change in warrant liability of RMB288.2 million (US$46.5 million), for the first quarter of 2015 was negative RMB262.5 million (US$42.4 million), compared to negative RMB45.8 million in the corresponding period of 2014 and negative RMB268.8 million in the fourth quarter of 2014.

 

As of March 31, 2015, Qunar had cash and cash equivalents, restricted cash and funds receivable of RMB1.4 billion (US$232.3 million). Qunar entered into a US$300 million revolving credit facility agreement with Baidu on February 27, 2014. The agreement has a term of three years and any drawdown bears an annual interest rate of 90% of the benchmark lending rate published by the People’s Bank of China and shall be repaid within three years from the drawdown date. We may repay our outstanding debt obligation at maturity either by cash or by our shares. The applicable share conversion price will be determined by the prevailing share price at the maturity date. On March 12 and May 4, 2015, Qunar drew down RMB507 million and RMB627 million, respectively, from Baidu according to the revolving credit facility agreement with the plan to use the funds for the Company’s operational and investment needs. As of April 30, 2015, Qunar had 224,299,179 Class A ordinary shares and 136,123,641 Class B ordinary shares outstanding.

 

Recent Events

 

On May 8, 2015, we received an unsolicited offer from Ctrip.com International, Ltd., or Ctrip, to acquire all of our outstanding shares.  After careful consideration of such offer, we declined to pursue it in a letter response dated June 1, 2015.  However, consistent with our policy to consider all potential strategic opportunities that may benefit our company and our shareholders, we remain open to engaging in further discussions with Ctrip as well as with other strategic players in our sector.

 

On June 1, 2015, Baidu and we agreed to terminate the Zhixin cooperation agreement with immediate effect. We believe the termination is in the best interests of the shareholders of both companies.  Under this agreement, in consideration of the Zhixin page views Baidu delivered to us in 2014, Baidu was granted warrants exercisable for 11.45 million of our class B ordinary shares and Baidu fully exercised such warrants today.  There will be no additional warrants granted to Baidu under this agreement. In connection with the termination of the Zhixin cooperation agreement, Baidu agreed to pay us a fee of RMB207 million. Baidu’s undertaking and support for us, including their non-compete commitment in the travel space, will remain unchanged after the termination of the Zhixin cooperation agreement, and we do not expect the termination of this agreement to have any material impact upon our operations or financial condition.

 

On June 1, 2015, we also entered into a business cooperation agreement with Baidu, under which Baidu has agreed to grant Qunar an exclusive right to integrate hotel information and products into the PC and mobile app versions of Baidu Maps. Under this agreement, Qunar will display location-based hotel data through the Baidu Maps interface. Users can click on the displayed hotels to view hotels and to complete bookings. This cooperation will allow Qunar and Baidu to serve travelers with highly relevant real-time hotel information. This agreement will expire in May 2016 subject to the renewal negotiation between both parties.

 



 

Business Outlook

 

For the second quarter of 2015, Qunar expects year-on-year revenue growth in the estimated range of 105% to 110% and non-GAAP operating margin to be in the range of negative 90% to 100%, in comparison to negative 43.4% in the first quarter of 2015. The significant quarter-on-quarter increase in operating expenses is primarily due to stepped up discretionary expenditures to acquire new mobile users through offline channels, and to a lesser extent, increase in per person headcount expenses based on a relatively stable staff size.  Such offline marketing activities are expected to continue for the remainder of 2015 as the company continues to increase rapidly its mobile user base. Corresponding revenue growth is expected to be meaningfully less than the increase in marketing expenses in 2015, resulting in a decrease in non-GAAP operating margins.  The trend in year-on-year revenue growth and the non-GAAP operating margin for Q2 are expected to continue for the fiscal year 2015. Qunar continues to expect to turn profitable on a quarterly non-GAAP EBIT basis, by the end 2016. These forecasts reflect Qunar’s current and preliminary view based on current market and operating conditions, which is subject to change, and such change may be material.

 

Conference Call

 

Qunar’s management will hold an earnings conference call at 8:00 PM on June 1, 2015, U.S. Eastern Time (8:00 AM on June 2, 2015, Beijing/Hong Kong Time).

 

Dial-in details for the earnings conference call are as follows:

 

International:

 

+65-6823-2299

U.S.:

 

+1-631-514-2526

UK:

 

+44-20-3078-7622

Hong Kong:

 

+852-5808-3202

Mainland China:

 

400-120-0539

 

Passcode for all regions: 2556751

 

A replay of the conference call may be accessed by phone at the following number until June 9, 2015:

 

International:

 

+61-2-9641-7900

Passcode:

 

2556751

 

Additionally, a live and archived webcast of this conference call will be available at http://investor.qunar.com.

 

Forward-looking Statements

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, quotations from management and the Business Outlook section in this press release, as well as Qunar’s strategic and operational plans, contain forward-looking statements. Qunar may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Qunar’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; its

 



 

future business development, financial condition and results of operations; the expected growth of the online travel markets in China; the Company’s expectations regarding demand for and market acceptance of its products and services; its expectations regarding our relationships with users and travel service providers; the execution of the business cooperation framework agreement with Baidu; its plans to invest in the technology platform; competition in our industry; fluctuations in general economic and business conditions in China; and relevant government policies and regulations relating to our industry. Further information regarding these and other risks is included in our prospectus and other documents filed with the Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the press release, and Qunar undertakes no duty to update such information, except as required under applicable law.

 

About Non-GAAP Financial Measures

 

To supplement Qunar’s consolidated financial results presented in accordance with United Statements Generally Accepted Accounting Principles (“GAAP”), Qunar also uses adjusted net income (loss), adjusted EBITDA and adjusted operating income (loss) as additional non-GAAP financial measures. These non-GAAP financial measures enable management to assess the Company’s operating results without considering the impact of noncash charges, including share-based payments, depreciation and amortization, online marketing expenses from the Zhixin Cooperation Agreement and fair value change in warrant liability. Furthermore, these non-GAAP financial measures eliminate the impact of items that Qunar does not consider indicative of the performance of its business.

 

Qunar presents these non-GAAP financial measures because they are used by management to evaluate its operating performance, formulate business plans, and make strategic decisions on capital allocation. Qunar also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating its operating performance and consolidated results of operations in the same manner as management and in comparing financial results across accounting periods and to those of its peer companies. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. A limitation of using these non-GAAP financial measures is that these non-GAAP measures do not include all items that impact the Company’s results of operations for the period. The table captioned “Reconciliations of GAAP and non-GAAP Measures” has more details on the reconciliations between GAAP financial measures that are most directly comparable to the non-GAAP financial measures.

 

Currency Convenience Translation

 

The United States dollar (US$) amounts disclosed in this press release are presented solely for the convenience of the reader. The conversion of Renminbi (RMB) into U.S. dollars is based on the exchange rate set forth in the H.10 statistical release of the Federal Reserve Bank of New York on March 31, 2015, which was RMB6.1990 to US$1.00. The Company makes 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. The percentages stated are calculated based on the RMB amounts.

 

About Qunar

 

Qunar is China’s leading mobile and online travel platform. With a commitment to building a travel ecosystem serving the entire travel industry value chain, Qunar is evolving the way people travel in a world increasingly enabled by technology. Qunar addresses the needs of Chinese travelers and travel service providers by efficiently matching industry supply and demand through its proprietary technologies. By providing technology infrastructure for travel service providers on mobile and online platforms, Qunar integrates and offers the most comprehensive selection of travel products and the most convenient means to complete desired transactions for Chinese travelers.

 

Qunar means “where to go” in Mandarin Chinese.

 



 

For more information, please visit http://ir.qunar.com.

 

For investor inquiries, please contact:

 

Xiaolu Zhu

Investor Relations

Qunar Cayman Islands Limited

Tel: +86-10-5764-6223

Email: ir@qunar.com

GRAPHIC

 



 

Qunar Cayman Islands Limited

Condensed Consolidated Balance Sheets

 

 

 

December 31,

 

March 31,

 

March 31,

 

 

 

2014

 

2015

 

2015

 

(In thousands except for number of shares and per share data)

 

RMB

 

RMB

 

USD

 

 

 

Audited

 

Unaudited

 

Unaudited

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

812,972

 

634,629

 

102,376

 

Restricted cash

 

236,929

 

361,193

 

58,266

 

Funds receivable

 

413,084

 

444,225

 

71,661

 

Accounts receivable, net

 

165,404

 

231,647

 

37,368

 

Due from related parties

 

39,951

 

62,244

 

10,041

 

Prepayments and other current assets

 

259,734

 

324,560

 

52,357

 

Deferred tax assets, current

 

22,859

 

23,892

 

3,854

 

Total current assets

 

1,950,933

 

2,082,390

 

335,923

 

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

Property and equipment, net

 

149,307

 

164,360

 

26,514

 

Intangible assets,net

 

2,849

 

12,639

 

2,039

 

Goodwill

 

 

10,755

 

1,735

 

Long-term Investment

 

103,175

 

412,216

 

66,497

 

Other non-current assets

 

61,453

 

67,195

 

10,840

 

Total non-current assets

 

316,784

 

667,165

 

107,625

 

 

 

 

 

 

 

 

 

Total assets

 

2,267,717

 

2,749,555

 

443,548

 

 

 

 

 

 

 

 

 

LIABILITIES AND DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Customer advances and deposits

 

258,992

 

276,634

 

44,626

 

Due to related parties

 

6,305

 

530,531

 

85,583

 

Accounts payable

 

19,813

 

34,290

 

5,532

 

Salaries and welfare payable

 

201,433

 

257,257

 

41,500

 

Income tax payable

 

22,821

 

23,815

 

3,842

 

Accrued expenses and other current liabilities

 

1,155,547

 

1,304,157

 

210,381

 

Warrant liability

 

701,776

 

1,017,898

 

164,204

 

Total current liabilities

 

2,366,687

 

3,444,582

 

555,668

 

 

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

 

 

Deferred tax liability, non-current

 

 

1,408

 

227

 

Non-current liabilities

 

71,616

 

74,178

 

11,966

 

Total non-current liabilities

 

71,616

 

75,586

 

12,193

 

 

 

 

 

 

 

 

 

Total liabilities

 

2,438,303

 

3,520,168

 

567,861

 

 

 

 

 

 

 

 

 

Deficit:

 

 

 

 

 

 

 

Class A ordinary shares

 

1,426

 

1,426

 

230

 

Class B ordinary shares

 

831

 

839

 

135

 

Additional paid-in capital

 

2,069,313

 

2,161,167

 

348,632

 

Accumulated other comprehensive income

 

4,163

 

6,617

 

1,067

 

Accumulated deficit

 

(2,246,319

)

(2,947,552

)

(475,488

)

Total Qunar Cayman Islands Limited’s shareholders’ deficit

 

(170,586

)

(777,503

)

(125,424

)

 

 

 

 

 

 

 

 

Noncontrolling Interests

 

 

6,890

 

1,111

 

 

 

 

 

 

 

 

 

Total deficit

 

(170,586

)

(770,613

)

(124,313

)

 

 

 

 

 

 

 

 

Total liabilities and deficit

 

2,267,717

 

2,749,555

 

443,548

 

 



 

Qunar Cayman Islands Limited

Condensed Consolidated Statements of Operations

 

 

 

Three Months Ended

 

 

 

March 31,

 

December 31,

 

March 31,

 

March 31,

 

 

 

2014

 

2014

 

2015

 

2015

 

(In thousands except for number of shares and per share(ADS) data)

 

RMB

 

RMB

 

RMB

 

USD

 

 

 

Unaudited

 

Unaudited

 

Unaudited

 

Unaudited

 

Revenues(*)

 

 

 

 

 

 

 

 

 

Flight and flight related

 

235,375

 

344,427

 

457,266

 

73,765

 

Accommodation reservation

 

61,802

 

102,198

 

128,288

 

20,695

 

Display advertising services

 

15,566

 

26,742

 

21,135

 

3,409

 

Other services

 

22,729

 

46,391

 

64,387

 

10,387

 

Total revenues

 

335,472

 

519,758

 

671,076

 

108,256

 

Cost of Revenues

 

(73,347

)

(137,679

)

(180,547

)

(29,125

)

Gross profit

 

262,125

 

382,079

 

490,529

 

79,131

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Product developments (Note 1)

 

(121,278

)

(242,101

)

(287,117

)

(46,317

)

Product sourcing (Note 1)

 

(38,919

)

(110,557

)

(124,352

)

(20,060

)

Sales and marketing (Note 1)

 

(130,788

)

(278,850

)

(327,855

)

(52,888

)

General and administrative (Note 1)

 

(78,324

)

(102,893

)

(132,061

)

(21,304

)

Online marketing expense for Baidu Zhixin Cooperation

 

(66,946

)

(249,820

)

(30,295

)

(4,887

)

Contract termination loss provision

 

 

(64,485

)

 

 

Operating loss

 

(174,130

)

(666,627

)

(411,151

)

(66,325

)

Interest income, net

 

10,087

 

4,677

 

521

 

84

 

Foreign exchange loss, net

 

(17,423

)

(7,452

)

(958

)

(155

)

Other income, net

 

191

 

1,720

 

1,943

 

314

 

Fair value change in warrant liability

 

 

 

(288,226

)

(46,496

)

Loss before income taxes

 

(181,275

)

(667,682

)

(697,871

)

(112,578

)

Income tax expense

 

(2,304

)

(7,780

)

(3,878

)

(626

)

Net loss

 

(183,579

)

(675,462

)

(701,749

)

(113,204

)

 

 

 

 

 

 

 

 

 

 

Net loss attributable to noncontrolling interests

 

 

 

516

 

83

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to Qunar Cayman Islands Limited

 

(183,579

)

(675,462

)

(701,233

)

(113,121

)

 

 

 

 

 

 

 

 

 

 

Loss per share for ordinary shares:

 

 

 

 

 

 

 

 

 

Net loss per ordinary share—basic

 

(0.54

)

(1.89

)

(1.95

)

(0.32

)

Net loss per ordinary share—diluted

 

(0.54

)

(1.89

)

(1.95

)

(0.32

)

 

 

 

 

 

 

 

 

 

 

Loss per ADS(each ADS represents three class B ordinary shares):

 

 

 

 

 

 

 

 

 

Net loss per ADS—basic

 

(1.62

)

(5.67

)

(5.85

)

(0.96

)

Net loss per ADS—diluted

 

(1.62

)

(5.67

)

(5.85

)

(0.96

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of ordinary shares:

 

 

 

 

 

 

 

 

 

Class A ordinary shares 

 

 

 

 

 

 

 

 

 

Basic

 

302,850,254

 

238,411,887

 

224,299,179

 

224,299,179

 

Diluted

 

302,850,254

 

238,411,887

 

224,299,179

 

224,299,179

 

 

 

 

 

 

 

 

 

 

 

Class B ordinary shares 

 

 

 

 

 

 

 

 

 

Basic

 

39,332,950

 

118,570,933

 

134,557,237

 

134,557,237

 

Diluted

 

342,183,204

 

356,982,820

 

358,856,416

 

358,856,416

 

 

 

 

 

 

 

 

 

 

 

Note 1: Includes share-based compensation expenses as follows:

 

 

 

 

 

 

 

 

 

Product developments

 

15,384

 

16,565

 

19,620

 

3,165

 

Product sourcing

 

620

 

1,761

 

1,044

 

168

 

Sales and marketing

 

2,063

 

4,127

 

7,699

 

1,242

 

General and administrative

 

41,417

 

42,775

 

61,510

 

9,923

 

Total share-based compensation expenses

 

59,484

 

65,228

 

89,873

 

14,498

 

 


* Staring from January 2015, we present our revenues by primary business lines of flight and flight related, accommodation reservation, display advertising services and other services. Comparative amounts for the prior periods have been reclassified to conform to the current period presentation.

 



 

Reconciliations of GAAP and non-GAAP measures (in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

December 31,

 

March 31,

 

March 31,

 

 

 

2014

 

2014

 

2015

 

2015

 

 

 

RMB

 

RMB

 

RMB

 

USD

 

 

 

Unaudited

 

Unaudited

 

Unaudited

 

Unaudited

 

Net loss

 

(183,579

)

(675,462

)

(701,749

)

(113,204

)

Add:

 

 

 

 

 

 

 

 

 

Share-based compensation expenses

 

59,484

 

65,228

 

89,873

 

14,498

 

Non-cash expenses relating to free user traffic contributed by Baidu

 

1,490

 

 

 

 

Online marketing expense for Baidu Zhixin Cooperation

 

66,946

 

249,820

 

30,295

 

4,887

 

Contract termination loss provision

 

 

64,485

 

 

 

Fair Value change in warrant liability

 

 

 

288,226

 

46,496

 

Adjusted net loss (non-GAAP)(*)

 

(55,659

)

(295,929

)

(293,355

)

(47,323

)

Add:

 

 

 

 

 

 

 

 

 

Income tax expense

 

2,304

 

7,780

 

3,878

 

626

 

Depreciation and amortization

 

7,579

 

19,395

 

25,516

 

4,116

 

Interest expense

 

 

 

1,420

 

229

 

Adjusted EBITDA (non-GAAP) (**)

 

(45,776

)

(268,754

)

(262,541

)

(42,352

)

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(174,130

)

(666,627

)

(411,151

)

(66,325

)

Add:

 

 

 

 

 

 

 

 

 

Share-based compensation expenses

 

59,484

 

65,228

 

89,873

 

14,498

 

Non-cash expenses relating to free user traffic contributed by Baidu

 

1,490

 

 

 

 

Online marketing expense for Baidu Zhixin Cooperation

 

66,946

 

249,820

 

30,295

 

4,887

 

Contract termination loss provision

 

 

64,485

 

 

 

Adjusted operating loss(non-GAAP)(***)

 

(46,210

)

(287,094

)

(290,983

)

(46,940

)

 



 


*Adjusted net loss (non-GAAP), defined as net loss excluding share-based compensation expenses, non-cash expenses relating to free user traffic contributed by Baidu, Inc., online marketing expenses for Baidu Zhixin Cooperation, contract termination loss provision and fair value change in warrant liability.

 

** Adjusted EBITDA (non-GAAP), defined as net loss before income taxes, interest expenses, depreciation and amortization, further adjusted to exclude share-based compensation expense, non-cash expenses relating to free user traffic contributed by Baidu, Inc., online marketing expenses for Baidu Zhixin Cooperation, contract termination loss provision and fair value change in warrant liability.

 

*** Adjusted operating loss(non-GAAP), defined as operating loss excluding share-based compensation expenses, non-cash expenses relating to free user traffic contributed by Baidu, Inc., online marketing expenses for Baidu Zhixin Cooperation and contract termination loss provision.

 




Exhibit 99.2

 

Qunar and Silver Lake Announce Strategic Investment

 

Investment will provide growth capital to China’s leading mobile and online travel platform

 

Beijing and Hong Kong, June 1, 2015: Qunar (NASDAQ: QUNR) and Silver Lake, the global leader in technology investing, today announced that Silver Lake has led a strategic investment round totaling $500 million in the company in the form of 2% Senior Unsecured Convertible Notes with an initial conversion price of $55 per ADS. Silver Lake has made a $330 million investment, while another investor contributed $170 million. Qunar will use the capital to continue to expand its mobile presence, grow business lines and further enhance technology capabilities.

 

“Silver Lake’s technology-enabled travel industry expertise and strong track record in value creation make it the ideal partner for Qunar as we move into our next phase of growth,” said Chenchao Zhuang, CEO of Qunar. “The capital will help the company fuel its rapid expansion and pursue a leadership position in China’s travel industry across all segments.”

 

“Qunar is a nimble, fast-growing leader in mobile and online travel bookings, with a technology-driven operating model that gives it a competitive advantage,” said Silver Lake Managing Director Zheng Wang. “Chinese consumers are spending more money on travel and are increasingly using mobile devices to book their travel related activities. We believe the company is well-positioned to address these secular trends, and under the leadership of Qunar’s strong senior management team, continue to deliver outstanding growth for the company.”

 

About Qunar

 

Qunar is China’s leading mobile and online travel platform. With a commitment to building a travel ecosystem serving the entire travel industry value chain, Qunar is evolving the way people travel in a world increasingly enabled by technology. Qunar addresses the needs of Chinese travelers and travel service providers by efficiently matching industry supply and demand through its proprietary technologies. By providing technology infrastructure for travel service providers on mobile and online platforms, Qunar integrates and offers the most comprehensive selection of travel products and the most convenient means to complete desired transactions for Chinese travelers.

 

Qunar means “where to go” in Mandarin Chinese.

 

About Silver Lake

 

Silver Lake is the global leader in technology investing, with over $26 billion in combined assets under management and committed capital. The firm’s portfolio of investments collectively generates more than $85 billion of revenue annually and employs more than 200,000 people globally. Silver Lake has a team of approximately 100 investment and value creation professionals located in New York, Menlo Park, San Mateo, London, Hong Kong, Shanghai and Tokyo. The firm’s current portfolio includes leading technology and technology-enabled businesses such as Alibaba Group, Avago, Avaya, Dell, Global Blue, Go Daddy, Hillstone Networks, Intelsat, Interactive Data Corporation, Quorum Business Solutions, Red Ventures, Sabre, SMART Modular, SunGard, Vantage Data Centers, Virtu Financial and William Morris Endeavor. For more information about Silver Lake and its entire portfolio, please visit www.silverlake.com.

 

Contacts

 

Qunar Cayman Islands Limited

Xiaolu Zhu

ir@qunar.com

+86 10 5764 6223

 

Silver Lake

Jason Golz

silverlake@brunswickgroup.com

+1 415 671 7676

 




Exhibit 99.3

 

Qunar Announces Offering of American Depositary Shares

 

BEIJING, June 1, 2015 (GLOBE NEWSWIRE) — Qunar Cayman Islands Limited (NASDAQ: QUNR) (“Qunar” or the “Company”), China’s leading mobile and online travel platform, today announced the commencement of a registered public offering of its American Depositary Shares (the “ADSs”), each representing three Class B ordinary shares, par value US$0.001 per share (the “Ordinary Shares”), by the Company.

 

The Company is offering an aggregate of 8,000,000 ADSs, representing 24,000,000 Ordinary Shares, subject to market conditions.  The Company intends to grant to the underwriters a 30-day option to purchase up to an aggregate of 1,200,000 additional ADSs.  The Company intends to use a majority of the net proceeds for general corporate purposes, including the acquisition of new users. The Company also may use a portion of the net proceeds to acquire complementary businesses, products, services or technologies. However, the Company has not yet entered into any agreements or commitments for any specific acquisitions at this time.

 

Goldman Sachs (Asia) L.L.C. is acting as book-running manager for the offering and BofA Merrill Lynch is acting as co-manager.

 

The ADSs will be issued pursuant to an effective registration statement filed with the Securities and Exchange Commission (the “SEC”) on Form F-3 and available on the SEC’s website at www.sec.gov. A preliminary prospectus supplement and accompanying prospectus related to the ADS offering have been filed with the SEC and will be available on the SEC’s website at www.sec.gov.

 

Copies of the preliminary prospectus supplement and the accompanying prospectus related to the offering may also be obtained from Goldman, Sachs & Co., 200 West Street, New York, NY 10282, Attention: Prospectus Department (telephone: 212-902-1171; e-mail: prospectus-ny@ny.email.gs.com).

 

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase, nor shall there be any sale of, any of the securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  The securities have not been and will not be registered under the applicable securities laws of any jurisdiction outside of the United States of America.

 

Forward-looking Statements

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Among other things, Qunar’s strategic and operational plans, contain forward-looking statements. Qunar may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Qunar’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; its future business development, financial condition and results of operations; the expected growth of the online travel markets in China; the Company’s expectations regarding demand for and market acceptance of its products and services; its expectations regarding our relationships with users and travel service providers; its plans to invest in the technology platform; competition in our industry; fluctuations in general economic and business conditions in China; and relevant government policies and regulations

 



 

relating to our industry. Further information regarding these and other risks is included in our prospectus and other documents filed with the Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the press release, and Qunar undertakes no duty to update such information, except as required under applicable law.

 

About Qunar

 

Qunar is China’s leading mobile and online travel platform. With a commitment to building a travel ecosystem serving the entire travel industry value chain, Qunar is evolving the way people travel in a world increasingly enabled by technology. Qunar addresses the needs of Chinese travelers and travel service providers by efficiently matching industry supply and demand through its proprietary technologies. By providing technology infrastructure for travel service providers on mobile and online platforms, Qunar integrates and offers the most comprehensive selection of travel products and the most convenient means to complete desired transactions for Chinese travelers.

 

Qunar means “where to go” in Mandarin Chinese.

 

For more information, please visit http://ir.qunar.com.

 

For investor inquiries, please contact:

 

Xiaolu Zhu

Investor Relations

Qunar Cayman Islands Limited

Tel: +86-10-5760-3609

Email: ir@qunar.com

 

GRAPHIC

 


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