QUNR Qunar Cayman Islands Limited ADS

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 March 2016

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.

2

Exhibit Index

Exhibit 99.1—Qunar Reports Fourth Quarter and Fiscal Year 2015 Financial Results

3

Exhibit 99.1

Qunar Reports Fourth Quarter and Fiscal Year 2015 Financial Results

Year-on-year revenue growth exceeds 100% for the seventh consecutive quarter

BEIJING, March 16, 2016 (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 fourth quarter and fiscal year ended December 31, 2015.

Highlights for the Fourth Quarter and Fiscal Year 2015

Fourth Quarter 2015

·                  Total revenues for the fourth quarter of 2015 were RMB1,294.0 million (US$199.8 million), an increase of 149.0% year-on-year.

·                  Gross profit for the fourth quarter of 2015 were RMB786.6 million (US$121.4 million), an increase of 105.9% year-on-year.

·                  Mobile revenues for the fourth quarter of 2015 were RMB973.9 million (US$150.3 million), an increase of 278.3% year-on-year, representing 75.3% of total revenues, compared to 49.5% in the corresponding period of 2014.

Fiscal Year 2015

·                  Total revenues for fiscal year 2015 were RMB4,171.2 million (US$643.9 million), an increase of 137.4% year-on-year.

·                  Gross profit for fiscal year 2015 were RMB2,738.0 million (US$422.7 million), an increase of 110.3% year-on-year.

·                  Mobile revenues for fiscal year 2015 were RMB2,948.0 million (US$455.1 million), an increase of 316.1% year-on-year, representing 70.7% of total revenues, compared to 40.3% in 2014.

“We are proud of what we have achieved in 2015 as total revenues grew 137.4% year-on-year with significant progress across our business lines,” said Zhenyu Chen, chief executive officer of Qunar. “We believe our team’s work in 2015 has laid a solid foundation for Qunar to achieve balanced and sustainable long term growth in 2016 and beyond.”

Fourth Quarter 2015 Financial Results

Total revenues for the fourth quarter of 2015 were RMB1,294.0 million (US$199.8 million), an increase of 149.0% year-on-year.

Mobile revenues for the fourth quarter of 2015 were RMB973.9 million (US$150.3 million), an increase of 278.3% year-on-year, representing 75.3% of total revenues.

Flight and flight related revenues for the fourth quarter of 2015 were RMB636.2 million (US$98.2 million), an increase of 84.7% year-on-year and 6.6% quarter-on-quarter. Year-on-year flight and flight related revenue growth was primarily due to an increase in revenue per ticket and an increase in Total Estimated Flight Ticket volume (TEFT).

Accommodation reservation revenues were RMB535.1 million (US$82.6 million), an increase of 423.6% year-on-year and remaining relatively stable quarter-on-quarter. Excluding revenues generated from the merchant model program, where revenues are booked on a gross basis, accommodation reservation revenues were RMB312.7 million (US$48.3 million), an increase of 206.0% year-on-year. Year-on-year accommodation reservation revenue growth was primarily due to the increase in Total Estimated Hotel Room-night volume (TEHR).

Gross profit for the fourth quarter of 2015 was RMB786.6 million (US$121.4 million), an increase of 105.9% year-on-year. Gross margin for the fourth quarter of 2015 was 60.8%, compared to 73.5% for the corresponding period of 2014 and 62.4% for the third quarter of 2015. The quarter-on-quarter and year-on-year decreases in gross margin were primarily due to the increase in certain accommodation reservation revenues booked on a gross basis. The year-on-year increase in gross profit during the quarter was primarily due to the significant increase in total revenues.

Product development expenses for the fourth quarter of 2015 were RMB1,531.8 million (US$236.5 million), an increase of 532.7% year-on-year, primarily due to a significant increase in share-based compensation expenses resulting from issuances under our new 2015 share incentive plan and our previously announced employee share exchange program that became effective starting on December 14, 2015 (the “Employee Share Exchange Program”), and an increase over the same period last year in salary, welfare and other expenses associated with headcount increases. Excluding share-based compensation expenses, product development expenses were RMB323.9 million (US$50.0 million), an increase of 43.6% year-on-year, and accounted for 25.0% of total revenues, compared to 43.4% for the corresponding period of 2014 and 26.9% for the third quarter of 2015.

Product sourcing expenses for the fourth quarter of 2015 were RMB339.4 million (US$52.4 million), an increase of 207.0% year-on-year, primarily due to a significant increase in share-based compensation expenses resulting from issuances under our new 2015 share incentive plan and Employee Share Exchange Program and an increase over the same period last year in product sourcing headcount. Excluding share-based compensation expenses, product sourcing expenses were RMB193.6 million (US$29.9 million), an increase of 77.9% year-on-year, and accounted for 15.0% of total revenues, compared to 20.9% for the corresponding period of 2014 and 13.9% for the third quarter of 2015.

Sales and marketing expenses for the fourth quarter of 2015 were RMB872.8 million (US$134.7 million), an increase of 213.0% year-on-year, primarily due to a significant increase in share-based compensation expenses resulting from issuances under our new 2015 share incentive plan and Employee Share Exchange Program and stepped up discretionary expenditures to acquire new mobile users through offline channels, and to a lesser degree due to an increase in online marketing expenses as well as salary and welfare expenses as a result of increased headcount. 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 RMB589.2 million (US$91.0 million), an increase of 114.5% year-on-year, and accounted for  45.5% of total revenues, compared to 52.9% for the corresponding period of 2014 and 57.1% for the third quarter of 2015.

General and administrative expenses for the fourth quarter of 2015 were RMB2,998.4 million (US$462.9 million), an increase of 2,814.1% year-on-year, primarily due to a significant increase in share-based compensation expenses and related professional service fees resulting from issuances under our new 2015 share incentive plan and Employee Share Exchange Program, and an increase in salary and welfare expenses associated with headcount increase. Excluding share-based compensation expenses, general and administrative expenses were RMB133.2 million (US$20.6 million), an increase of 121.5% year-on-year, and accounted for 10.3% of total revenues, compared to 11.6% for the corresponding period of 2014 and 5.8% for the third quarter of 2015.

Operating loss for the fourth quarter of 2015 was RMB4,955.8 million (US$765.0 million), compared to RMB666.6 million in the corresponding period of 2014 and RMB661.1 million in the third quarter of 2015.

Operating loss on a non-GAAP basis, which excludes share-based compensation expenses of RMB4,502.5 million (US$695.1 million), was RMB453.3 million (US$70.0 million) for the fourth quarter of 2015.

Operating margin (non-GAAP) for the fourth quarter of 2015 was negative 35.0%, compared to negative 55.2% in the corresponding period of 2014 and negative 41.3% in the third quarter of 2015. The year-on-year increase in operating loss was mainly attributable to an ROI-driven, aggressive marketing strategy, and continued investment in product development and product sourcing to accelerate rapid market share gains, especially with respect to the development of the Company’s hotel direct business. The quarter-on-quarter decrease in operating loss was primarily due to strong revenue and controlled operating expenditures.

Net loss attributable to Qunar’s shareholders for the fourth quarter of 2015 was RMB5,091.0 million (US$785.9 million), compared to RMB675.5 million in the corresponding period of 2014 and RMB734.8 million in the third quarter of 2015. The quarter—on-quarter increase in net loss was primarily due to share-based compensation expenses resulting from issuances under our new 2015 share incentive plan and Employee Share Exchange Program.  Basic and diluted net loss per ADS for the fourth quarter of 2015 was RMB36.90 (US$5.70).

Adjusted net loss (non-GAAP), defined as net loss excluding share-based compensation expenses of RMB4,502.5 million (US$695.1 million) and impairment loss of long-term investments of RMB39.4 million (US$6.1 million), was RMB550.9 million (US$85.0 million) for the fourth quarter of 2015, compared to adjusted net loss of RMB295.9 million in the corresponding period of 2014 and adjusted net loss of RMB624.2 million in the third quarter of 2015.

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 RMB4,502.5 million (US$695.1 million) and impairment loss of long-term investments of RMB39.4 million (US$6.1 million), was negative RMB443.5 million (US$68.5 million) for the fourth quarter of 2015, compared to negative RMB268.8 million in the corresponding period of 2014 and negative RMB537.3 million in the third quarter of 2015.

Fiscal Year 2015 Financial Results

Total revenues for fiscal year 2015 were RMB4,171.2 million (US$643.9 million), an increase of 137.4% year-on-year.

Mobile revenues for fiscal year 2015 were RMB2,948.0 million (US$455.1 million), an increase of 316.1% year-on-year, representing 70.7% of total revenues.

Flight and flight related revenues for fiscal year 2015 were RMB2,206.9 million (US$340.7 million), an increase of 88.4% year-on-year. Year-on-year flight and flight related revenue growth was primarily due to an increase in revenue per ticket and an increase in TEFT.

Accommodation reservation revenues for fiscal year 2015 were RMB1,472.9 million (US$227.4 million), an increase of 324.1% year-on-year. Excluding revenues generated from the merchant model program, where revenues are booked on a gross basis, accommodation reservation revenues were RMB956.9 million (US$147.7 million), an increase of 175.5% year-on-year. Year-on-year accommodation reservation revenue growth was primarily due to an increase in TEHR.

Gross profit for fiscal year 2015 was RMB2,738.0 million (US$422.7 million), an increase of 110.3% year-on-year. Gross margin for fiscal year 2015 was 65.6%, compared to 74.1% for 2014. The year-on-year decrease in gross margin was primarily due to the increase in certain accommodation reservation revenues booked on a gross basis. The year-on-year increase in gross profit was primarily due to the significant increase in total revenues.

Product development expenses for fiscal year 2015 were RMB2,578.5 million (US$398.1 million), an increase of 232.9% year-on-year, primarily due to a significant increase in share-based compensation expenses resulting from issuances under our new 2015 share incentive plan and Employee Share Exchange Program and an increase in salary, welfare and other expenses associated with headcount increases. Excluding share-based compensation expenses, product development expenses were RMB1,278.9 million (US$197.4 million), an increase of 79.0% year-on-year, and accounted for 30.7% of total revenues, compared to 40.7% for 2014.

Product sourcing expenses for fiscal year 2015 were RMB785.4 million (US$121.2 million), an increase of 147.8% year-on-year, primarily due to a significant increase in share-based compensation expenses resulting from issuances under our new 2015 share incentive plan and Employee Share Exchange Program and an increase in product sourcing headcount. Excluding share-based compensation expenses, product sourcing expenses were RMB633.5 million (US$97.8 million), an increase of 101.8% year-on-year, and accounted for 15.2% of total revenues, compared to 17.9% for 2014.

Sales and marketing expenses for fiscal year 2015 were RMB2,671.6 million (US$412.4 million), an increase of 199.9% year-on-year, primarily due to a significant increase in share-based compensation expenses resulting from issuances under our new 2015 share incentive plan and Employee Share Exchange Program, stepped up discretionary expenditures to acquire new mobile users through offline channels, and to a lesser degree due to an increase in online marketing expenses as well as salary and welfare expenses as a result of increased headcount. 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 RMB2,361.0 million (US$364.5 million), an increase of 168.8% year-on-year, and accounted for 56.6% of total revenues, compared to 50.0% for 2014.

General and administrative expenses for fiscal year 2015 were RMB3,388.5 million (US$523.1 million), an increase of 747.3% year-on-year, primarily due to a significant increase in share-based compensation expenses resulting from issuances under our new 2015 share incentive plan and Employee Share Exchange Program and an increase in salary and welfare expenses associated with headcount increases. Excluding share-based compensation expenses, general and administrative expenses were RMB368.0 million (US$56.8 million), an increase of 76.1% year-on-year, and accounted for 8.8% of total revenues, compared to 11.9% for 2014.

Online marketing expenses for the Company’s Baidu Zhixin Cooperation for fiscal year 2015 were RMB37.2 million (US$5.7 million), a decrease of 94.7% year-on-year. The decrease was primarily due to the termination of Baidu Zhixin Cooperation in the second quarter of 2015.

Operating loss for fiscal year 2015 was RMB6,723.2 million (US$1,037.9 million), compared to RMB1,844.8 million for 2014.

Operating loss on a non-GAAP basis, which excludes share-based compensation expenses of RMB4,782.6 million (US$738.3 million) and online marketing expenses from the Zhixin Cooperation Agreement of RMB37.2 million (US$5.7 million), was RMB1,903.5 million (US$293.8 million) for fiscal year 2015.

Operating margin (non-GAAP) for fiscal year 2015 was negative 45.6%, compared to negative 46.1% for 2014. The year-on-year increase in operating loss was mainly attributable to an ROI-driven, aggressive marketing strategy, and continued investment in product development and product sourcing to accelerate rapid market share gains, especially with respect to the development of the Company’s hotel direct business.

Fair value change in warrant liability for fiscal year 2015 was RMB398.0 million (US$61.4 million).  Fair value change in warrant liability represents changes in the fair value of Baidu warrants vested on January 15, 2015. Such warrants were accounted for as a liability until Baidu exercised the warrants in June 2015. There was no such fair value change in the corresponding period of 2014.

Net loss attributable to Qunar’s shareholders for fiscal year 2015 was RMB7,342.7 million (US$1,133.5 million), compared to RMB1,846.9 million for 2014. Basic and diluted net loss per ADS for fiscal year 2015 was RMB57.42 (US$8.85).

Adjusted net loss (non-GAAP), defined as net loss excluding share-based compensation expenses of RMB4,782.6 million (US$738.3 million), impairment loss of long-term investments of RMB39.4 million (US$6.1 million), online marketing expenses from the Zhixin Cooperation Agreement of RMB37.2 million (US$5.7 million) and fair value change in warrant liability of RMB398.0 million (US$61.4 million), was RMB2,092.2 million (US$323.0 million) for fiscal year 2015, compared to adjusted net loss of RMB812.8 million for 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 RMB4,782.6 million (US$738.3 million), impairment loss of long-term investments of RMB39.4 million (US$6.1 million), online marketing expenses from the Zhixin Cooperation Agreement of RMB37.2 million (US$5.7 million) and fair value change in warrant liability of RMB398.0 million (US$61.4 million), was negative RMB1,818.7 million (US$280.8 million) for fiscal year 2015, compared to negative RMB743.2 million for 2014.

As of December 31, 2015, Qunar had cash and cash equivalents, restricted cash, funds receivables and short-term investment of RMB6,929.8 million (US$1,069.8 million).

Recent Events

On January 4, 2016, Qunar announced changes to its management, which became effective as of January 4, 2016. Mr. Zhenyu Chen, Qunar’s Executive Vice President and Head of Mobile Business Group, was appointed as Qunar’s chief executive officer.  Mr. Qiang Zhang, Qunar’s Executive Vice President and Head of Destination Services Business Group, assumed the role of its chief operating officer.  Mr. Xiaolu Zhu, Qunar’s Senior Director of Strategy and Investor Relations, was appointed as Qunar’s chief financial officer.

In addition, Qunar also announced changes to its board of directors (the “Board”) which became effective as of January 4, 2016.  The new Board consists of five members, namely Mr. James Liang, Mr. Zhenyu Chen, and three independent directors, Mr. Jimmy Lai, Mr. Jianmin Zhu and Ms. Ying Shi.

As of February 29, 2016, Qunar had 7,345,925 Class A ordinary shares and 426,801,591 Class B ordinary shares outstanding.

Conference Call

Qunar’s management will hold an earnings conference call at 8:00 PM on March 16, 2016, U.S. Eastern Time (8:00 AM on March 17, 2016, 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: 2212593

A replay of the conference call may be accessed by phone at the following number until March 23, 2016:

International:       +61-2-9641-7900

Passcode:              2212593

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 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 relationships with users and travel service providers; its plans to invest in the technology platform; competition in the industry; fluctuations in general economic and business conditions in China; and relevant government policies and regulations relating to the industry. Further information regarding these and other risks is included in the documents filed with the U.S. 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 compensation expenses, depreciation and amortization, online marketing expenses from the Zhixin Cooperation Agreement, fair value change in warrant liability and impairment loss of the long-term investments. 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 December 31, 2015, which was RMB6.4778 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:

Investor Relations

Qunar Cayman Islands Limited

Tel: +86-10-8967-6966

Email: ir@qunar.com

Qunar Cayman Islands Limited

Condensed Consolidated Balance Sheets

Qunar Cayman Islands Limited

Condensed Consolidated Statements of Operations

* Starting 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)

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

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

*** 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.