去哪儿-IPO招股说明书（英文版）

F-11d360161df1.htmFORM F-1Table of ContentsAs filed with the Securities and Exchange Commission on September 30, 2013Registration No.333-SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933Qunar Cayman Islands Limited(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands4700Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S. EmployerIdentification Number)17th Floor, Viva Plaza, Building 18, Yard 29,Suzhou Street, Haidian DistrictBeijing 100080The Peoples Republic of China+86 10 5760 3000(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)Law Debenture Corporate Services Inc.400 Madison Avenue, Suite 4DNew 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 LLP2201 China World Office 21 Jian Guo Men Wai AvenueChao Yang DistrictBeijing 100004, China+86 10-8567-5000Leiming Chen, Esq.Simpson Thacher & Bartlett LLPc/o 35thFloor, ICBC Tower3 Garden Road, CentralHong Kong+852 2514-7600Approximate 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 FEETitle of Each Class ofSecurities to be RegisteredProposedMaximumAggregateOfferingPrice(1) (2)Amount OfRegistration FeeClass B Ordinary shares, par value US$0.001 per share(3)US$125,000,000US$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 ClassB 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 Section8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section8(a), may determine.Table of ContentsThe 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 SharesQunar Cayman Islands LimitedRepresenting Class B Ordinary SharesThis 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 Section2(a) of the Securities Act of 1933, as amended, or the Securities Act, and Section3(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.PricetothePublicUnderwritingDiscountsandCommissionsProceedstotheCompanyPer ADSUS$US$US$TotalUS$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 SecuritiesStifelPacific Crest SecuritiesChina Renaissance Securities(Hong Kong) LimitedProspectus dated , 2013Table of ContentsTable of ContentsTable of ContentsTABLE OF CONTENTSPageConventions that Apply to This ProspectusiiProspectus Summary1The Offering7Summary Consolidated Financial Data10Risk Factors14Special Note Regarding Forward-Looking Statements55Use of Proceeds56Dividend Policy57Capitalization58Dilution59Exchange Rate Information61Enforceability of Civil Liabilities62History and Corporate Structure64Selected Consolidated Financial Data69Managements Discussion and Analysis of Financial Condition and Results of Operations74Industry103Business108Regulation124Management146Principal Shareholders152Related Party Transactions154Description of Share Capital155Description of American Depositary Shares168Shares Eligible for Future Sale178Taxation180Underwriting186Expenses Relating to This Offering195Legal Matters196Experts196Where You Can Find Additional Information197Index to Consolidated Financial StatementsF-1We 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.iTable of ContentsCONVENTIONS THAT APPLY TO THIS PROSPECTUSExcept 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 Peoples 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 users 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$0.001 per share;“qualified click” refers to a user click which occurs when the user is directed to a customers website or our SaaS system by clicking on a search result on our website, regardless of whether the user proceeds to make a purchase from the customer, excluding repeating clicks resulting from suspected frauds or mistakes;“RMB” or “Renminbi” refers to the legal currency of China;“US$,” “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 users 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; andexcludes 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.iiTable of ContentsPROSPECTUS SUMMARYThis 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 BusinessWe 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 71.7million in 2010 to 187.3million 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 0.2million in 2010 to 21.9million 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. Unlik