Qunar Cayman Islands Limited (NASDAQ:QUNR) ("Qunar" or the
"Company"), China’s leading mobile and online travel platform,
today announced the sale by Baidu, Inc. (NASDAQ:BIDU) (“Baidu”),
the largest shareholder of the Company, of 178,702,519 Class A
ordinary shares and 11,450,000 Class B ordinary shares of its
ownership interest in the Company to Ctrip.com International, Ltd.
(NASDAQ:CTRP) (“Ctrip”). The exchange ratio is 1 Qunar ADS to
0.725 Ctrip ADSs. After the completion of the transaction,
Ctrip will own 190,152,519 Class B ordinary shares of Qunar.
Qunar also announced today the changes to its
Board composition following the sale of Baidu’s ownership interest.
Mr. James Jianzhang Liang, Ms. Jane Jie Sun, Ms. Maria Maohua Sun
and Mr. Xing Xiong have been appointed to the Board of Qunar. Ms.
Helen He, Mr. Liang Zeng, Mr. Yuming He and Mr. Fang Wei have
stepped down from the Board. These changes became effective on
October 26, 2015.
In addition, Qunar employees would have the
choice to exchange their Qunar ADSs into Ctrip ADSs at a ratio of 1
Qunar ADS to 0.725 Ctrip ADSs. Qunar management voluntarily
undertakes that this exchange program will become effective only
upon receiving consent from existing Qunar shareholders
representing the majority of all the outstanding fully diluted
shares of Qunar, including convertible bonds on an as converted
basis, that are not owned by Baidu, Ctrip, or Qunar management as
of October 23, 2015.
“China travel is an industry with great
potential. As the technology leading player in the industry, Qunar
has become China’s fourth largest e-commerce company with
tremendous growth momentum,” said CC Zhuang, CEO and co-founder of
Qunar. “We are very proud of our team, and appreciate the support
from our global shareholder base. We will continue to align
management interests with those of our shareholders.”
Mr. James Jianzhang Liang currently serves on
the Boards of Ctrip (chairman of the Board since August 2003), Home
Inns Group (NASDAQ:HMIN), Tuniu (NASDAQ:TOUR), and eHi
(NASDAQ:EHIC), and serves as an independent director of Jiayuan.com
International Ltd. (NASDAQ:DATE). Mr. Liang is one of the
co-founders of Ctrip, and has served as its chief executive officer
from 2000 to January 2006 and resumed the role of chief executive
officer since from March 2013. Prior to founding Ctrip, Mr. Liang
held a number of technical and managerial positions with Oracle
Corporation from 1991 to 1999 in the United States and China,
including the head of the ERP consulting division of Oracle China
from 1997 to 1999. Mr. Liang received his Ph.D. degree from
Stanford University and his Master's and Bachelor's degrees from
Georgia Institute of Technology. He also attended an undergraduate
program at Fudan University.
Ms. Jane Jie Sun currently serves as Ctrip's
co-president and chief operating officer. Prior to that, she served
as its chief financial officer between 2005 and 2012. Ms. Sun is
well-respected for her expertise in operating and managing the on
line travel business, financial operations, mergers and
acquisitions, and investor relationship. She was the chief
financial officer of Ctrip between 2005 and 2012 and won the Best
CFO Award by Institutional Investor and Best CFO Award by CFO World
during that period. Prior to joining Ctrip, Ms. Sun worked as the
head of the SEC and External Reporting Division of Applied
Materials, Inc. since 1997. Prior to that, Ms. Sun worked with KPMG
LLP as an audit manager in Silicon Valley, California for five
years. Ms. Sun is a member of American Institute of Certified
Public Accountants and a member of State of California Certified
Public Accountant. Ms. Sun received her Bachelor's Degree from the
Business School of University of Florida with High Honors. Ms. Sun
also attended Peking University Law School and obtained her LLM
degree.
Ms. Maria Maohua Sun has served as executive
vice president of Ctrip since January 2015, and is currently also
CEO of its Accommodation Reservation Business. Prior to that, Ms.
Sun served as senior vice president of Ctrip since December 2009.
Ms. Sun joined Ctrip in 2000 and has held a number of managerial
positions since then. During that period, she was recognized as a
Distinguished Leader of the Best Contract Center in China. Ms. Sun
holds a Bachelor's degree from Shanghai Jiao Tong University.
Mr. Xing Xiong has served as the senior vice
president of Ctrip and CEO of Air Ticketing Business Unit since
April 2014. Prior to that, he served as vice president of
technology. He joined Ctrip in April 2013. Prior to Ctrip, he
worked for Expedia from 2002 to 2013, latest as Principal
Architect. Prior to that, he worked for Microsoft and lnktomi in
various technical roles. Mr. Xiong holds a Master's degree from
Northeastern University in Computer Science in 1999 and a
Bachelor's degree in Computer Science from Peking University in
1997.
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,
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; the business
cooperation agreement with Baidu; 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 announcement is as of
the date of the announcement, 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: +86-10-5764-6223
Email: ir@qunar.com
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