[* Not for trading, but only in connection with the listing on The NASDAQ Global Market of American depositary shares. Currently, one ADS represents three Class B ordinary shares. None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the] [EXECUTION VERSION NOTE PURCHASE AGREEMENT BY AND AMONG QUNAR CAYMAN ISLANDS LIMITED, SL CAMEL HOLDCO LIMITED, GAOLING FUND, L.P. AND YHG INVESTMENT, L.P. Dated as of June 1, 2015 TABLE OF CONTENTS 1. Definitions 5 2. Authorization, Purchase and Sale of Notes 10 2.1. Authorization, Purchase and Sale 10 2.2. Closing 10 3. 10 3.1. Organization and Power 10 3.2.] [Execution Version REGISTRATION RIGHTS AGREEMENT Agreement Company Silver Lake Gaoling YHG Hillhouse Investors This Registration Rights Agreement (this “ Purchase Agreement Notes Closing WHEREAS, it is a condition to the closing (the “ NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby] [Execution Version QUNAR CAYMAN ISLANDS LIMITED and U.S. BANK NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of June 17, 2015 2% CONVERTIBLE SENIOR NOTES DUE 2021 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Other Definitions 9 Section 1.03 Rules of Construction] [Execution Copy QUNAR CAYMAN ISLANDS LIMITED and U.S. BANK NATIONAL ASSOCIATION as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of August 17, 2015 TO INDENTURE Dated as of June 17, 2015 2% CONVERTIBLE SENIOR NOTES DUE 2021 FIRST SUPPLEMENTAL INDENTURE THIS First Supplemental Indenture Company Trustee WITNESSETH: Indenture WHEREAS, the Company has heretofore delivered to the Trustee an Indenture dated as] [Execution Version QUNAR CAYMAN ISLANDS LIMITED and U.S. BANK NATIONAL ASSOCIATION as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 24, 2015 TO INDENTURE Dated as of June 17, 2015 As supplemented by FIRST SUPPLEMENTAL INDENTURE Dated as of August 17, 2015 2% CONVERTIBLE SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE Second Supplemental Indenture THIS Company Trustee WITNESSETH: Original Indenture] [WAIVER LETTER December 4, 2015 U.S. Bank National Association Qunar Cayman Islands Limited th Ladies and Gentlemen: Indenture Company Convertible Notes Waiving Parties Conversion Right Waiver Period Each Waiving Party, in full understanding of the material facts, hereby irrevocably waives and relinquishes its right (the “ This waiver letter is intended to bind any successor, permitted assign, administrator and representative.] [WAIVER LETTER January 4, 2016 U.S. Bank National Association 633 West Fifth Street, 24th Floor Los Angeles, California 90071 Attention: B. Scarbrough (Qunar Cayman Islands Limited 2015 Indenture) Qunar Cayman Islands Limited 17 th Haidian District Beijing 10080 China Attention: Yilu Zhao Ladies and Gentlemen: Indenture Company Convertible Notes Waiving Party Exchange Agreement Ctrip Exchange Reference is hereby further made] [QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED 2007 SHARE PLAN ADOPTED ON NOVEMBER 8, 2007 JULY 30 , 2010 AMENDED ON JUNE 22 , 2011 AMENDED ON DECEMBER 29, 2011 AMENDED ON AUGUST 10, 2012 AMENDED ON SEPTEMBER 24, 2013 AMENDED ON FEBRUARY 12, 2015 TABLE OF CONTENTS Page SECTION 1. Establishment And Purpose 1 SECTION 2. Administration 1 (a)] [Qunar Cayman Islands Limited 2015 SHARE INCENTIVE PLAN ARTICLE I Plan Company The purpose of this 2015 Share Incentive Plan (the “ ARTICLE II Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates. 2.1 2.2] [EXECUTION COPY Framework Agreement for Treatment of Qunar Employee Shares and Equity Awards Qunar Ctrip In order to continue to incentivize employees of Qunar Cayman Islands Limited (“ 1. ADSs 2007 Plan 2015 Plan Covered Equities Share Exchange Conversion Ratio Executive Executive Awards Treatment Agreement The grant amounts, vesting schedules, and applicable conditions for the grantees shall be agreed in] [Loan Agreement This Loan Agreement (hereinafter referred to as Agreement Party A: Qunar Cayman Islands Limited Address: Party B: C-Travel International Limited Address: Parties Party (collectively, the “ WHEREAS: Party B, in order to fund its daily working capital, intends NOW, THEREFORE, the 1. Loan 1.1 Party A agrees to L oan Account number: Accounting bank: 1.2 2. Purpose of] [Loan Agreement This Loan Agreement (hereinafter referred to as Agreement Party A: Ctrip Travel Network Technology (Shanghai) Co., Ltd. Address: Party B: Beijing Qunar Software Technology Co., Ltd. Address: 17th Floor, Viva Plaza, Yard 29, Suzhou Street, Haidian District Parties Party (collectively, the “ WHEREAS: Party B, in order to fund its working capital, intends NOW, THEREFORE, the 1. Loan] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. 2016 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4] [Loan Agreement among Beijing Qunar Software Technology Co., Ltd. CAO Hui And WANG Hui 2016 TABLE OF CONTENTS Pages Articles 1. DEFINITIONS AND INTERPRETATIONS 3 2. LOANS 4] [Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. CAO Hui WANG Hui And Beijing Qu Na Information Technology Co., Ltd. 2016 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2 PURCHASE AND SALE OF EQUITY INTEREST 5 3 UNDERTAKINGS 7 4 UNDERTAKINGS, 10 5 11 6.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and WANG Hui and CAO Hui March 2016 Agreement PRC This Equity Interest Pledge Agreement (this “ Pledgee: Beijing Qunar Software Technology Co., Ltd. Registered Address: Room 1701-1707, 1710-1720, 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing, China. Legal Representative: Wei Fang Pledgors: Wang] [Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Beijing Qu Na Information Technology Co., Ltd. ( 北京趣拿信息技术有限公司 Beijing Qunar i.e., This POA Wang Hui EX-4.22 18 a16-2531_1ex4d22.htm EX-4.22] [Dated: March 23 POWER OF ATTORNEY I, Authorizee POA I hereby authorize and designate the Authorizee to vote on my behalf at the shareholders’ meetings of Beijing Qu Na Information Technology Co., Ltd. ( 北京趣拿信息技术有限公司 Beijing Qunar i.e., This POA shall take retroactive effect upon the completion of all formalities required for changes to Beijing Qunar’s shareholders, Wang Hui and] [Place of Incorporation Subsidiaries Queen’s Road Travel Information Limited Hong Kong Beijing Qunar Software Technology Company Limited People’s Republic of China Shanghai Qianlima Network Technology Co., Ltd. People’s Republic of China Variable Interest Entity Qunar.com Beijing Information Technology Company Limited People’s Republic of China Subsidiaries of Variable Interest Entity Beijing Jiaxin Haoyuan Information Technology Company Ltd. People’s Republic of China] [I, Zhenyu Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Qunar Cayman Islands Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such] [Certification by the Principal Financial Officer I, Xiaolu Zhu, certify that: 1. I have reviewed this annual report on Form 20-F of Qunar Cayman Islands Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 23 a16-2531_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 24 a16-2531_1ex13d2.htm EX-13.2] [15.1 Consent of Independent Registered Public Accounting Firm Shanghai, the People’s Republic of China April 14, 2016 EX-15.1 25 a16-2531_1ex15d1.htm EX-15.1] [April 14, 2016 Qunar Cayman Islands Limited 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing 100080 The People’s Republic of China Ladies and Gentlemen, Yours faithfully, EX-15.2 26 a16-2531_1ex15d2.htm EX-15.2]