UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Qunar Cayman Islands Limited
(Name of Issuer)
Ordinary shares of par value of $0.001 per share
(Title of Class of Securities)
74906P 1049
(CUSIP Number)
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS
Baidu, Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
185,202,519 Class A ordinary shares. Baidu Holdings Limited may also be deemed to have sole voting power with respect to the above shares. See Item 4. | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
185,202,519 Class A ordinary shares. Baidu Holdings Limited may also be deemed to have sole dispositive power with respect to the above shares. See Item 4. | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,202,519 Class A ordinary shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
54.1%. The voting power of the shares beneficially owned represent 58.6% of the total outstanding voting power. | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
2
| 1 | NAMES OF REPORTING PERSONS
Baidu Holdings Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
185,202,519 Class A ordinary shares. Baidu, Inc. may also be deemed to have sole voting power with respect to the above shares. See Item 4. | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
185,202,519 Class A ordinary shares. Baidu, Inc. may also be deemed to have sole dispositive power with respect to the above shares. See Item 4. | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
185,202,519 Class A ordinary shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
54.1%. The voting power of the shares beneficially owned represent 58.6% of the total outstanding voting power. | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
3
| ITEM 1(a). | NAME OF ISSUER: |
Qunar Cayman Islands Limited
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
17th Floor, Viva Plaza, Building 18
Yard 29, Suzhou Street
Haidian District
Beijing 100080
The People’s Republic of China
| ITEM 2(a). | NAME OF PERSON FILING: |
Baidu, Inc.
Baidu Holdings Limited
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: |
Baidu, Inc.
Baidu Campus
No. 10 Shangdi 10th Street
Haidian District, Beijing 100085
The People’s Republic of China
Baidu Holdings Limited
c/o Baidu Campus
No. 10 Shangdi 10th Street
Haidian District, Beijing 100085
The People’s Republic of China
| ITEM 2(c). | CITIZENSHIP: |
Baidu, Inc. – Cayman Islands
Baidu Holdings Limited – British Virgin Islands
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Class A Ordinary Shares and Class B Ordinary Shares of par value of $0.001 per share (collectively, “Ordinary Shares”)
The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class A ordinary share is convertible at any time at the election of the holder into one Class B ordinary share. Each Class A ordinary share is entitled to three votes per share, whereas each Class B ordinary share is entitled to one vote per share.
| ITEM 2(e). | CUSIP NO.: |
74906P 1049
| ITEM 3. | Not Applicable |
4
| ITEM 4. | OWNERSHIP |
The following information with respect to the ownership of the Ordinary Shares of the Issuer by each of the reporting persons is provided as of December 31, 2013:
| Reporting Person |
Amount beneficially owned: |
Percent of class: |
Sole power to vote or direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to dispose or to direct the disposition of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| Baidu, Inc. |
185,202,519 | 54.1 | % | 185,202,519 | 0 | 185,202,519 | 0 | |||||||||||||||||
| Baidu Holdings Limited |
185,202,519 | 54.1 | % | 185,202,519 | 0 | 185,202,519 | 0 | |||||||||||||||||
The above table includes collectively those Class A Ordinary Shares and Class B Ordinary Shares held by each reporting person, and assumes conversion of all Class A Ordinary Shares into the same number of Class B Ordinary Shares.
Baidu Holdings Limited, a British Virgin Islands company, is the record owner of 185,202,519 Class A ordinary shares of the Issuer. Baidu Holdings Limited is a wholly-owned subsidiary of Baidu, Inc., a Cayman Islands company. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Baidu, Inc. may be deemed to beneficially own all of the Ordinary Shares held by Baidu Holdings Limited.
Based on 342,183,204 outstanding Ordinary Shares as a single class, being the sum of 303,344,804 Class A ordinary shares and 38,838,400 Class B ordinary shares outstanding as of December 31, 2013 and assumes conversion of all Class A ordinary shares into Class B ordinary shares. The voting power of the Ordinary Shares beneficially owned represent 58.6% of the total outstanding voting power.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
Not applicable
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
Not applicable
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable
| ITEM 10. | CERTIFICATIONS |
Not applicable
5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2014
| Baidu, Inc. |
By: | /s/ Robin Yanhong Li | ||||
| Name: | Robin Yanhong Li | |||||
| Title: | Chairman and Chief Executive Officer | |||||
| Baidu Holdings Limited |
By: | /s/ Robin Yanhong Li | ||||
| Name: | Robin Yanhong Li | |||||
| Title: | Director | |||||
6
LIST OF EXHIBITS
| Exhibit |
Description | |
| 99.1 | Joint Filing Agreement | |
7