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Li He

Davis Polk & Wardwell LLP 2201 China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District Beijing 100004 86 10 8567 5005 tel 86 10 8567 5105 fax li.he@davispolk.com

June 10, 2013

Re: Qunar Cayman Islands Limited

Confidential Draft Registration Statement on Form F-1

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3010

Washington, D.C. 20549

Attention:	Ms. Mara L. Ransom
	Mr. Robert Babula
	Mr. Andrew Mew
	Mr. Dietrich King
	Ms. Jacqueline Kaufman

Dear Ms. Ransom, Mr. Babula, Mr. Mew, Mr. King and Ms. Kaufman:

On behalf of our client, Qunar Cayman Islands Limited, a company organized under the laws of the Cayman Islands (the “Company”), we are submitting the Company’s revised draft Registration Statement on Form F-1 (the “Registration Statement”) confidentially submitted to the Securities and Exchange Commission (the “Commission”) on April 12, 2013 as well as the related exhibits. This revised draft Registration Statement has been marked to show changes to the draft registration statement confidentially submitted to the Commission on April 12, 2013. On behalf of the Company, we wish to thank you and other members of the staff of the Commission (the “Staff”) for your prompt response to the Company’s request for comments.

The Company has responded to all of the Staff’s comments by revising the draft Registration Statement to address the comments, by providing an explanation if the Company has not so revised the draft Registration Statement, or by providing supplemental information as requested. Set forth below are the Company’s responses to the comments contained in the letter dated May 10, 2013 from the Staff. The Company is submitting the revised draft Registration Statement and this response letter on a confidential basis in accordance with the procedures of the Commission for emerging growth companies. The Staff’s comments are repeated below, followed by the Company’s response to the comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the draft Registration Statement where the language addressing a particular comment appears.

Securities and Exchange Commission 2 June 10, 2013

General

1. We note a number of blank spaces throughout your registration statement for information that you are not entitled to omit under Rule 430A. Please revise throughout the prospectus to include all information that may not properly be excluded under Rule 430A. Please provide all information required with respect to the offering price, underwriting discounts and the number of shares. Please allow us sufficient time to review your complete disclosure prior to any distribution of preliminary prospectuses. We may have further comments once items that are currently blank are completed.

The Company confirms its understanding of this comment and will provide all information that cannot be excluded under Rule 430A (including all information required with respect to the offering price, underwriting discounts and the number of shares) as soon as such information becomes available. The Company understands that the Staff will require sufficient time to review the Company’s complete disclosure and may have additional comments following the inclusion of such information.

2. Please provide us with any gatefold information such as pictures, graphics or artwork that will be used in the prospectus.

The Company confirms that it will provide the Staff with all gatefold information that it intends to use in the prospectus as soon as it becomes available.

3. All exhibits are subject to our review. Accordingly, please file or submit all of your exhibits with your next amendment, or as soon as possible. Please note that we may have comments on the legal opinion and other exhibits once they are filed. Understand that we will need adequate time to review these materials before accelerating effectiveness.

The Company confirms its understanding of this comment. The Company has submitted certain additional exhibits with the revised draft Registration Statement and will submit all other exhibits with the subsequent amendments as soon as possible. The Company understands that the Staff will need adequate time to review the exhibits and may have comments on the legal opinion and other exhibits.

4. Prior to the effectiveness of the registration statement, please arrange to have FINRA call us or provide us with a letter indicating that FINRA has completed its review, including its review regarding the underwriting compensation terms and arrangements of this offering, and has no objections.

The Company confirms its understanding of the Staff’s requirement set forth above. The Company will arrange FINRA to call the Staff or provide the Staff with the FINRA no objection letter prior to the effectiveness of the registration statement.

Securities and Exchange Commission 3 June 10, 2013

5. We note references throughout your prospectus to third-party sources for statistical, qualitative and comparative statements contained in your prospectus. For example, you refer to iResearch and Nielson to support the claims you make in the second paragraph on page 1. Please provide copies of these source materials to us, appropriately marked to highlight the sections relied upon and cross-referenced to your prospectus. If you funded or were otherwise affiliated with any of the studies or reports you cite, please disclose this. Please also tell us whether these reports and articles are publicly available without cost or at a nominal expense to investors. If you do not have appropriate independent support for a statement, please revise the language to make clear that this is your belief based upon your experience in the industry, if true.

The Company encloses, as Annex A to this letter, relevant portions of the industry research reports cited in the revised draft Registration Statement, marked to highlight the applicable portions or sections containing the cited statements or statistics and cross-referenced to the relevant locations in the revised draft Registration Statement. Since some of the third-party materials are in Chinese, the Company has prepared English translations of the applicable portions of the third-party reports and materials to facilitate the Staff’s review.

The Company confirms to the Staff that all these reports are publicly available either for a nominal fee or free of charge. The Company confirms that none of the reports referenced in the prospectus was commissioned by the Company.

Inside Front Cover Page of Prospectus

6. Please move the prospectus delivery obligation language to the outside back cover page of the prospectus. See Item 2 of Form F-1 and Item 502(b) of Regulation S-K.

In response to the Staff’s comment, the Company has moved the prospectus delivery obligation language to the outside back cover page of the prospectus.

Prospectus Summary, page 1

7. Please include a statement concerning the enforceability of civil liabilities against foreign persons in your prospectus summary.

In response to the Staff’s comment, the Company has included such a statement in the prospectus summary on page 4.

Our Business, page 1

8. Since investors will be investing in a holding company that does not directly own its business operations in China, please make this clear in the first paragraph of the prospectus summary under “Our Business.” It must be clear that the business you are describing is not the registrant’s business but is the business of your variable interest entity and its three wholly-owned subsidiaries.

The Company respectfully advises the Staff that throughout the Registration Statement, including elsewhere in the Summary section (e.g., the corporate structure chart) and in sections titled “Risk Factors,” “History and Corporate Structure,” and “Regulation,” the Company has fully disclosed the holding company status of the Cayman Islands entity and the fact that the Company operates its business through its various subsidiaries and its variable interest entities in the PRC. Furthermore, in response to the Staff’s comments, the Company has included a paragraph on page 2 to disclose the holding company structure. The Company respectfully submits to the Staff that the disclosure is clear that the Cayman Island entity is not the operating entity of its business.

Securities and Exchange Commission 4 June 10, 2013

Additionally, the Company respectfully submits to the Staff that as described in the section titled “Conventions That Apply to This Prospectus,” the words “we,” “us,” “our company,” “our,” and “Qunar” used in the Registration Statement refer 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.

As such, the Company respectfully requests that the Staff allow the Company to keep the first paragraph of the Summary section of its Registration Statement as it is.

9. Please explain what you mean by the terms “sticky user base” and “P4P.”

The Company respectfully advises the Staff that, as disclosed on page 1 and elsewhere in the Registration Statement, the pay-for-performance, or P4P services, is a service provided by the Company to TSPs for them to reach a large and fast-growing number of travelers through qualified clicks. In consideration for such services, the Company charges TSP for each qualified click or each sales transaction. The Company believes that the terms “P4P” and “pay-for-performance” are widely used to describe such “performance-based” fee model in the online search industry and was used in the IPO prospectuses of other major online search service providers such as Google Inc. (Nasdaq: GOOG) and Baidu, Inc. (Nasdaq: BIDU).

In response to the Company’s comments, the Company has deleted the reference to “sticky” user base throughout the Registration Statement.

10. Please provide U.S. dollar equivalents for all amounts listed in renminbi in the first full paragraph on page 2.

The Company respectfully submits to the Staff that pursuant to Rule 3-20(b) of Regulation S-X and Section 6620.5 of the Division of Corporate Finance’s Financial Reporting Manual, the Company is permitted to present U.S. dollar equivalents only for the most recent fiscal year and the subsequent interim period.

History and Corporate Structure, page 3

11. Please disclose under this heading that you are a holding company and conduct your operations primarily through your subsidiaries in China, as you state on page 85 of the prospectus. Please also disclose that as a holding company your ability to pay dividends depends upon dividends paid to you by your wholly owned subsidiaries and discuss the significant restrictions on the payment of dividends imposed under PRC law. In addition, please disclose the circumstances under which the reserve funds of your subsidiaries and consolidated affiliated entities are distributable as cash dividends to you.

In response to the Staff’s comment, the Company has revised the disclosure on pages 3 and 4. The Company respectfully advises the Staff that the reserve funds of the Company’s subsidiaries and consolidated affiliated entities in the PRC are not distributable as cash dividends.

Securities and Exchange Commission 5 June 10, 2013

12. Please briefly describe the material terms of the contractual arrangements between your wholly-owned subsidiary, Beijing Qunar Software Technology Company Limited (PRC), and your PRC VIE, Beijing Qu Na Information Technology Company Limited (PRC), and its shareholders and subsidiaries, including the duration of these arrangements and any provisions related to termination. Please also disclose if true that, if your VIE and its shareholders fail to perform their obligations under the contractual arrangements, you could be limited in your ability to enforce the contractual arrangements that give you effective control and if you are unable to maintain effective control, you may not be able to continue to consolidate the VIEs’ financial results with your financial results. In addition, please briefly describe the risks associated with your structure, such as those beginning on page 26.

In response to the Staff’s comment, the Company has added the required disclosure on page 4.

13. Please disclose the percentage of revenues derived from your VIE.

In response to the Staff’s comment, the Company has included the requested disclosure in the prospectus summary on page 4.

14. We note your disclosure that you operate your website through your VIE. Please briefly describe any material business operations conducted by the other entities included in the diagram on page four.

In response to the Staff’s comment, the Company has revised the disclosure on page 66.

15. With a view toward clarity, please define “VIE” and “WFOE,” as distinguished from identifying the legal entities in your corporate ownership structure that occupy these roles. Please define acronyms at least the first time you use them throughout your disclosure.

In response to the Staff’s comment, the Company has amended the disclosure on page 2 to ensure that acronyms are defined the first time they are used in the prospectus.

16. It is difficult to read the charts on pages 4 and 61. Please enlarge the font of the text or otherwise revise to improve the legibility of the text.

In response to the Staff’s comment, the Company has enlarged the font of the text on pages 5 and 64.

Securities and Exchange Commission 6 June 10, 2013

17. Please revise your disclosure and/or the organizational chart on pages 4 and 61 to specifically describe or reflect the changes in your ownership structure after the offering is completed, including the percentages of economic interest and voting power that will be held by the public investors, and your current shareholders. Clearly identify the VIE and WFOE.

In response to the Staff’s comment, the Company has amended the disclosure on pages 5 and 64 to include the additional information required and clearly identify the VIE and WFOE.

Corporate Information, page 4

18. Please add the name and address of your agent for service of process in the United States.

The Staff’s comment is noted. The Company respectfully advises the Staff that it has not appointed an agent for service of process in the United States. The Company confirms its understanding of this requirement and will comply with it in due course.

Summary Consolidated Financial Data, page 8

Non-GAAP Financial Measures, page 8

19. Please expand your non-GAAP disclosure to provide the substantive reasons why it provides useful information to investors and how you use the non-GAAP measures you present.

In response to the Staff’s comment, the Company has revised its disclosure on non-GAAP financial measures on pages 10 and 68.

20. Please explain to us and disclose here and throughout the filing more specifically the nature of the non-cash expenses related to the free user traffic contributed by Baidu, Inc. Further, disclose how you determined the fair value these non-cash expenses for recordation and why the adjustment is meaningful to investors in your non-GAAP presentation. In this regard, we read your footnote 9 disclosure related to your business cooperation agreement which provides for free online marketing services and directs user traffic to the Company’s website. Please also disclose the length of time in which Baidu, Inc. will provide such free online marketing services.

The Company respectfully advises the Staff that the nature of the non-cash expenses related to the free user traffic contributed by Baidu, Inc. (“Baidu”) relates to free online marketing services and directing of user traffic to the Company’s website provided by Baidu as stipulated in the business cooperation agreement entered into in conjunction with Baidu Holdings Limited’s investment in the Company on July 20, 2011 (the “Baidu Transaction”). The Company estimated the fair value of these non-cash expenses for recordation based on the Company’s estimate of the expenses for the same services that would have been incurred if the Company had operated as an entity unaffiliated with Baidu. The Company respectfully advises the Staff that the adjustment is meaningful to investors in the Company’s non-GAAP presentation because these non-cash expenses are not indicative of the performance of the Company’s business and such adjustment enables investors to assess the Company’s operating results without considering the impact of non-cash charges. The length of time in which Baidu will provide such free online marketing services and directing of user traffic to the Company is for an initial term of three years from July 20, 2011.

Securities and Exchange Commission 7 June 10, 2013

In response to the Staff’s comment, the Company has revised its disclosure on pages 10 and 69 of the Registration Statement to more specifically state the nature of the non-cash expenses related to the free user traffic contributed by Baidu, how the fair value of these non-cash expenses was determined for recordation, why the adjustment is meaningful to investors in its non-GAAP presentation, and the length of time in which Baidu will provide such free online marketing services to the Company.

Risk Factors, page 10

21. Please delete the penultimate sentence in the first paragraph in which you state that other unknown or immaterial risks may also impact your business and operations. Please note that all material risks should be described in your disclosure. If risks are not deemed material, you should not reference them.

The Staff’s comment is noted. The Company has deleted the referenced sentence.

22. Please provide the information investors need to assess the magnitude of the risks you describe. For example, provide an estimate of the liability or reserves requirement, to the extent practicable, if the risks you describe materialize under “Any failure by the VIE or its respective shareholders to perform their obligations …,” on page 27, “Contractual arrangements we have entered into with our affiliated PRC entity may be subject to scrutiny …” on page 28, and “We principally rely on dividends and other distributions on equity paid …” on page 32.

The Staff’s comment is noted. The Company has, to the extent practicable, quantified the risks and provided the information investors need to assess the magnitude of the risks, such as the amount of contingency under the heading “The PRC government’s pilot plan to replace the business tax with a VAT may require us to pay more taxes” on page 38. Regarding the referenced risk factors, the Company respectfully submits to the Staff that it is unable to quantify such risks.

23. Please add a risk factor to address risks associated with fraudulent click-throughs.

The Company respectfully advises the Staff that the Company implements technical measures to detect and counter click errors and fraudulent click-throughs (e.g., repeat clicks on the search results of the same TSP within a short period of time), which serve to limit the occurrence of fraudulent click-throughs on the Company’s website and mobile platform. The Company excludes detected fraudulent click-throughs for purposes of calculating the TSPs’ service fees. The Company has not received complaints or negative publicity from its TSPs, nor has the Company encountered termination of business relationship by its TSPs, due to fraudulent click-throughs. As a result, the Company does not believe that fraudulent click-throughs materially affect the Company’s business in terms of both revenue and reputation. As such, the Company respectfully submits to the Staff that it does not believe that fraudulent click-throughs represent a material risk of the Company.

Securities and Exchange Commission 8 June 10, 2013

24. We note that you conduct substantially all of your operations outside of the United States. In order to enhance our understanding of how you prepare your financial statements, we ask that you provide us with information that will help us answer the following questions. If you maintain your books and records in accordance with U.S. GAAP, describe the controls you maintain to ensure that the activities you conduct and the transactions you consummate are recorded in accordance with U.S. GAAP.

If you do not maintain your books and records in accordance with U.S. GAAP, tell us what basis of accounting you use and describe the process you go through to convert your books and records to U.S. GAAP for SEC reporting. Describe the controls you maintain to ensure that you have made all necessary and appropriate adjustments in your conversions and disclosures.

The Company respectfully advises the Staff that the Company maintains its books and records in accordance with U.S. GAAP. The Company maintains the following controls to ensure that the activities it conducts and the transactions it consummates are recorded in accordance with U.S. GAAP:

(i) The Company developed its significant accounting policies under U.S. GAAP based on the nature of its business for the purpose of preparing its consolidated financial statements under U.S. GAAP. In addition, the Company also aligned its significant accounting policies to be consistent with Baidu’s accounting policy when appropriate upon the closing of the Baidu Transaction.

(ii) The Company has formulated an accounting manual in accordance with U.S. GAAP (the “Accounting Manual”), which provides guidance on the application of these accounting policies for day-to-day business transactions. The Accounting Manual is reviewed and updated on a regular basis by the financial reporting team, to reflect updates in the accounting literature as well as changes in the Company’s operations.

(iii) The accountants prepare accounting entries for transactions they are responsible for following the accounting policies and accounting manual under U.S. GAAP, based on the financial data in the information systems and the review of the underlying supporting documents. The supervisors perform a quality control review on the journal vouchers including an assessment of the appropriateness of the accounting treatments. The account reconciliations are reviewed by the financial controller.

(iv) The financial controller and the CFO review the consolidated financial statements to ensure the completeness, accuracy and adequacy of disclosures.

(v) In addition to the controls to ensure the proper accounting treatment under U.S. GAAP for routine business transactions, the Company has controls which ensure proper U.S. GAAP accounting for new, non-routine and complex transactions. Weekly executive management meeting minutes, which documents the discussion on key business updates and initiatives amongst the CEO, CFO and other senior management are sent to the finance team for U.S. GAAP accounting analysis. This provides the finance team with access to knowledge of significant new transactions before the relevant new business initiatives are executed. Subsequently, the financial controller and the financial reporting team, in conjunction with the CFO determine the appropriate U.S. GAAP treatment for such transactions based on a review of underlying documentation and discussions with the relevant members of operating management.

Securities and Exchange Commission 9 June 10, 2013

(vi) As a subsidiary of Baidu, a SEC registrant that files its consolidated financial statements under U.S. GAAP, the Company has been subject to inter-company reporting to Baidu in regards to its quarterly financial reporting and annual financial reporting starting from July 20, 2011, the closing date of Baidu Transaction. Specifically, the Company has to submit to Baidu the consolidated financial statement schedules such as consolidated balance sheets, consolidated statements of comprehensive income/loss prepared under U.S. GAAP (“consolidated financial statement schedules”) on a monthly basis; and a reporting package containing schedules of accounts payable, short term investments, income tax and weighted average shares outstanding prepared under U.S. GAAP on a quarterly basis. The consolidated financial statement schedules and reporting packages are reviewed by the Company’s financial controller and Baidu financial reporting team on a timely basis. The regular inter-company reporting to Baidu works as a control to prevent and detect the improper recording in accordance with U.S. GAAP of activities conducted and transactions consummated on a timely basis.

As a result of the controls the Company maintains, coupled with the U.S. GAAP knowledge and experience that the core reporting team possesses (discussed in detail in the Company’s response to Staff’s comment No. 25), the management of the Company believes it can ensure that the activities conducted and the transactions consummated by the Company are recorded in accordance with U.S. GAAP.

The Company respectfully advises the Staff that it maintains its books and records in accordance with U.S. GAAP. Therefore, it does not convert its books and records to U.S. GAAP for the purpose of including its financial statements in the Registration Statement and accordingly, does not maintain controls to ensure that it has made all necessary and appropriate adjustments in its conversions and disclosures.

25. We would like to understand more about the background of the people who are primarily responsible for preparing and supervising the preparation of your financial statements and evaluating the effectiveness of your internal control over financial reporting and their knowledge of U.S. GAAP and SEC rules and regulations.

Do not identify people by name, but for each person, please tell us:

• what role he or she takes in preparing your financial statements and prospectively evaluating the effectiveness of your internal control;

• what relevant education and ongoing training he or she has had relating to U.S. GAAP;

• the nature of his or her contractual or other relationship to you;

• whether he or she holds and maintains any professional designations such as Certified Public Accountant (U.S.) or Certified Management Accountant; and

• about his or her professional experience, including experience in preparing and/or auditing financial statements prepared in accordance with U.S. GAAP and evaluating effectiveness of internal control over financial reporting.

Securities and Exchange Commission 10 June 10, 2013

The Company respectfully advises the Staff that the Company has built a competent accounting and finance team to prepare the financial statements and evaluate the effectiveness of its internal control over financial reporting. This team has adequate knowledge of U.S. GAAP and SEC rules and regulations. The CFO, supported by the Financial Controller, leads the Company’s accounting and financial function and is responsible for the quality of the Company’s financial statements prepared under U.S. GAAP and the effectiveness of the Company’s internal control over financial reporting. The key financial reporting related personnel include:

• CFO

• Financial Controller

• Financial Reporting Senior Manager

• Financial Reporting Manager

• Head of Internal Audit

• Internal Audit Senior Manager

• Accounting Manager

• New Financial Reporting Manager hired in March 2013

To ensure that the Company’s accounting and finance team stay abreast of the latest developments in U.S. GAAP and the SEC rules and regulations, the Company has established the following framework for its team to receive updates on U.S. GAAP and the SEC rules and regulations:

• The team participates in the U.S. GAAP and SEC rules and regulations update trainings provided by the “Big Four” public accounting firms and other professional institutions in China from time to time. These trainings specifically focus on revenue recognition, variable interest entities (VIEs), business combination, investment, impairment of long-lived assets, goodwill, loss contingency disclosures and other updates on U.S. GAAP and SEC regulations. In addition, the team obtains financial reporting briefs on U.S. GAAP and regulations published by a “Big Four” public accounting firm on a quarterly basis;

• The team attends ad-hoc online training courses on accounting standards and other related topics, quarterly webcasts on latest accounting and reporting updates, and reading of monthly accounting and auditing news

Securities and Exchange Commission 11 June 10, 2013

• The team visits the websites of SEC, PCAOB and FASB from time to time to obtain and digest updates, and latest financial reporting manuals and publications relating to U.S. GAAP, and SEC rules and regulations;

• After participating in the external trainings and visiting the various professional and regulatory websites, the Financial Controller and other team members who attended the training will share the training materials with the whole finance team, educate them on the key takeaways and answer their questions through internal training sessions or other efficient manners.

The respective roles of accounting and finance team members, their relevant education and ongoing training relating to U.S. GAAP, professional designation, and professional experience are described below:

(i) CFO

a) Roles:

The CFO’s roles are to: (i) supervise the accounting and finance team of the Company, (ii) review the Company’s financial statements to ensure that transactions are recorded in accordance with the Company’s accounting manual and accounting policies and (iii) take ultimate responsibility over the quality of the Company’s consolidated financial statements prepared under U.S. GAAP, SEC rules and regulations, and the effectiveness of its internal control over financial reporting.

b) Relevant education and ongoing training:

The CFO received his bachelor’s degree in business administration from Beijing Institute of Technology in 1993. The CFO participates in the external trainings, ad-hoc online training courses and also visits various professional and regulatory websites from time to time (collectively, the “Update Trainings”) as described above.

c) Professional designation:

Member of the Chinese Institute of Certified Public Accountants (“CICPA”).

d) Professional experience:

The CFO has been with the Company since January 2010. He has over 17 years of experience in auditing and various finance and accounting management roles.

The CFO obtained experience in preparing and/or auditing financial statements prepared in accordance with U.S. GAAP and evaluating effectiveness of internal control over financial reporting prior to joining the Company primarily through his ten years of auditing experience at KPMG, and two years as CFO at a NASDAQ-listed company, KongZhong Corporation.

Securities and Exchange Commission 12 June 10, 2013

From 1995 to 2004, he worked in KPMG’s auditing practice group, including eight years at KPMG’s Beijing office where he was an audit senior manager and two years at KPMG’s Los Angeles office, California. During his employment with KPMG, he was involved in various aspects of the review and audit of U.S. GAAP financial statements including Chinese companies listed in U.S. capital market, U.S. companies listed in U.S. capital market and Chinese subsidiaries of U.S.-listed companies, covering mainly telecommunication, electronics and pharmaceutics. His experience in such engagements mainly included:

• assessing audit risks and planning audit strategies;

• customizing the audit program under the PCAOB standards;

• performing accounting research for unusual and complex transactions in accordance with U.S. GAAP;

• evaluating critical accounting principles and estimates and reviewing technical accounting documents according to U.S. GAAP;

• reviewing and commenting on the U.S. GAAP disclosure and reporting packages prepared by Chinese subsidiaries of U.S.-listed companies;

• evaluating effectiveness of internal control over financial reporting for SOX 404 compliance;

• communicating audit findings with management or the audit committee of the clients; and

• reviewing the consolidated financial statements and footnote disclosures, as well as the MD&A and other related sections of SEC filings against disclosure checklists related to Form 20-F and Form 10-K.

From 2007 to 2009, he was the CFO of KongZhong Corporation, a NASDAQ-listed company, where his experience included:

• Conducting the review of the consolidated financial statements to ensure the transactions are recorded in accordance with U.S. GAAP.

• reviewing critical accounting estimates and accounting policies in accordance with U.S. GAAP;

• reviewing accounting research and analysis for new and/or complex transactions under U.S. GAAP and communicating routinely with external auditors on U.S. GAAP issues.

• evaluating the effectiveness of the internal controls for SOX 404 compliance; and

• overseeing the preparation and review of the internal interim and annual financial analysis for the purpose of providing relevant information for the MD&A discussion and footnote disclosure included in 6-K and 20-F filings.

Securities and Exchange Commission 13 June 10, 2013

In addition, he currently serves as an independent director and audit committee chair of SouFun.com, a NYSE listed company. He was also an independent director and audit committee member of KongZhong Corporation from July 2005 through January 2007.

To stay abreast of the latest developments in U.S. GAAP and the SEC rules and regulations, the CFO regularly receives and reads financial reporting briefs and developments from “Big Four” public accounting firms such as:

The Financial Reporting Briefs, a quarterly briefs published by a “Big Four” public accounting firm, this publication provides a snapshot of the major accounting and regulatory developments that have occurred during the quarter.

Financial Reporting Developments, a comprehensive guide to financial reporting developments published by a “Big Four” public accounting firm in line with the reporting development, this publication mainly focus on significant topics, such as revenue recognition, business combination, segment reporting, earning per share and so on.

SEC in Focus, a quarterly summary published by a “Big Four” public accounting firm, this publication provides a summary of the current SEC activities, such as, SEC rulemaking, securities markets and current practice issues.

The Company believes that based on the CFO’s financial and accounting related working and management experience and continuous knowledge update of U.S. GAAP and SEC rules and regulations as outlined above, the CFO has gained relevant experience in U.S. GAAP, and SEC rules and regulations reporting, and in developing and leading a finance and accounting team.

(ii) Financial Controller

a) Roles:

The Financial Controller’s roles are to: (i) assist the CFO in accounting and financial reporting matters, (ii) supervise the financial reporting senior manager, financial reporting managers and accounting manager in the preparation of consolidated financial statements and financial disclosures under U.S. GAAP and related SEC rules and regulations, (iii) review financial statements and financial disclosures prepared in accordance with U.S. GAAP and related SEC rules and regulations, (iv) participate in management meetings for the purpose of identifying potential accounting issues.

Securities and Exchange Commission 14 June 10, 2013

b) Relevant education and ongoing training:

Master’s degree in accounting from University of International Business and Economics in China. The Financial Controller participates in the Update Trainings as described above.

c) Professional designation:

Member of the Certified Management Accountants (“CMA”).

d) Professional experience:

The Financial Controller has been acting in her current capacity since April 2011. Prior to joining the Company, the Financial Controller served as finance manager of Maersk Hong Kong Brigantine Group from 2008 to 2011. While at Maersk, her primary responsibilities include accounting and reporting, corporate governance and business performance analysis. Her team was responsible for overseeing the proper and timely preparation of the consolidated balance sheets, statements of comprehensive income and statements of cash flows in accordance with International Financial Reporting Standards (“IFRS”).

The Financial Controller has passed CMA examinations with high scores in year 2012 which provided her with a solid foundation of knowledge mainly on the below aspects:

• Difference in financial reporting between IFRS and US GAAP, in terms of revenue and expense recognition, intangibles, leases, impairment and etc;

• Internal control system and the five key components under the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) framework;

• Professional ethical principles and standards for accounting professionals and for the organization;

Based on her previous working experience in IFRS reporting and the learning journey in pursuit of CMA qualification, she developed her knowledge on US GAAP and internal control over financial reporting; and

• Besides, she updated her knowledge on US GAAP, SEC rules and regulations and Sarbanes-Oxley Act by attending the Update Trainings as described above.

(iii) Financial Reporting Senior Manager

a) Roles:

The roles of the Financial Reporting Senior Manager are to: (i) conduct research on accounting issues under U.S. GAAP; (ii) supervise and work together with the financial reporting managers and accounting manager in the preparation of the Company’s consolidated financial statements and financial disclosures under U.S. GAAP and related SEC rules and regulations; (iii) review financial statements and financial disclosures prepared in accordance with U.S. GAAP and related SEC rules and regulations before they are reviewed by the Financial Controller and the CFO; (iv) provide U.S. GAAP training to the Company’s accounting and finance staff; and (v) conduct accounting research and preparation of accounting treatment memoranda relating to new or complex transactions or new U.S. GAAP guidance.

Securities and Exchange Commission 15 June 10, 2013

b) Relevant education and ongoing training:

Master and bachelor’s degree in accounting from Sichuan University in China. The Financial Reporting Senior Manager participates in the Update Trainings described above.

c) Professional designation:

The Financial Reporting Senior Manager is in the process of obtaining his American Institute of Certified Public Accountants (“AICPA”) qualification.

d) Professional experience:

The Financial Reporting Senior Manager has been acting in his current capacity since December 2011. Prior to joining the Company, he spent over 5 years with Deloitte’s Shanghai office and Beijing office. During his employment with Deloitte, he was involved in various aspects of the review and audit of U.S. GAAP financial statements for the Chinese companies (mainly in the technology and software industries) listed in U.S. capital market.

For the Chinese companies listed in U.S. capital market, he was involved in the U.S. GAAP audit of financial statements for the purpose of pursuing initial public offerings (“IPOs”) in the U.S., as well as the annual audit for the Form 20-F filings after the IPOs. His experience in such engagements mainly included:

• assessing audit risks and planning audit strategies;

• customizing the audit program under the PCAOB standards;

• performing accounting research for unusual and complex transactions in accordance with U.S. GAAP;

• evaluating critical accounting principles and estimates and preparing technical accounting documents according to U.S. GAAP;

• performing extensive review of revenue recognition according to U.S. GAAP and the consolidated financial statements and footnote disclosures against Form 20-F disclosure checklist and SEC compliance checklist;

• performing or reviewing substantive audit procedures and analytical reviews on significant accounts, e.g. checking the original financial evidence, testing reasonableness of financial results and analyzing the fluctuation of financial results for each audited period; and

• testing the effectiveness of design and control of the internal control processes over financial reporting and providing suggestions to management.

Securities and Exchange Commission 16 June 10, 2013

(iv) Financial Reporting Manager

a) Roles:

The roles of Financial Reporting Manager are to: (i) conduct research on accounting issues under U.S. GAAP; (ii) work together with the other Financial Reporting Manager and accounting Manager in the preparation of the Company’s consolidated financial statements and financial disclosures under U.S. GAAP and related SEC rules and regulations; (iii) provide U.S. GAAP training to the Company’s accounting and finance staff; (iv) conduct accounting research and preparation of accounting treatment memoranda relating to new or complex transactions or new U.S. GAAP guidance; and (v) conduct share option valuation and review the valuation report provided by independent third party valuation firm.

b) Relevant education and ongoing training:

Master’s degree in economics from Shanxi University of Finance & Economics and bachelor’s degree in accounting from China Women’s University in China.

The Financial Reporting Manager participates in the Update Trainings described above.

c) Professional designation:

The Financial Reporting Manager is in the process of obtaining the Association of Chartered Certified Accountants (“ACCA”) certification and has passed twelve out of 14 requisite exams for this certification.

d) Professional experience:

The Financial Reporting Manager joined the Company in August, 2012. Before joining the Company, she had been a senior accountant in the financial reporting team and accounting team in Sohu.com Inc., a NASDAQ-listed company for four years. Prior to that, she had worked as a financial analyst for more than one year in a valuation company, Jones Lang LaSalle Corporate Appraisal and Advisory. When she worked as financial analyst, she was involved in the valuation of business value and intangible assets, and goodwill impairment testing based on U.S. GAAP.

Securities and Exchange Commission 17 June 10, 2013

The financial reporting manager’s experience in preparing financial statements prepared in accordance with U.S. GAAP prior to joining the Company included:

• preparing the consolidated balance sheets, income statements and statements of cash flows of Sohu.com Inc. under U.S. GAAP on a quarterly and annual basis related to 10-Q/10-K;

• preparing the internal interim and annual financial analysis for the purpose of providing relevant information for the MD&A discussion and footnote disclosure included in Sohu.com Inc.’s 10-Q and 10-K filings;

• performing accounting research and preparing accounting and financial analysis for unusual and complex transactions in accordance with U.S. GAAP;

• presenting internal financial analysis for consolidated results to the management team monthly; and

• communicating with external auditors on a regular basis.

(v) Head of Internal Audit

a) Roles:

The Head of Internal Audit conducts the Company’s internal audit function and is responsible for evaluating and testing the effectiveness of the Company’s internal control over financial reporting. The responsibilities of the Head of Internal Audit are to perform the evaluation and testing of the Company’s internal control over financial reporting according to Baidu’s SOX 404 compliance instructions. The Head of Internal Audit reports to the CFO and Baidu’s internal audit department on matters relating to the Company’s internal control over financial reporting, including status of Baidu SOX 404 compliance.

b) Relevant education and ongoing training:

Double Bachelor’s degree in both applied mathematics and international trade from Beijing Polytechnic University in China. The Head of Internal Audit participates in the Update Trainings described above.

c) Professional designation:

Member of the CICPA, Certified Internal Auditor (“CIA”) and Certified Information System Auditor (“CISA”).

d) Professional experience:

The Head of Internal Audit has ten years working experience related to audit and financial accounting which include at least seven years on internal audit. He joined the Company in October 2011. Prior to joining the Company, he worked in AsiaInfo-Linkage (NASDAQ:ASIA) for six years as manager of the internal audit department. AsiaInfo-Linkage was the first Chinese technology company listed in NASDAQ in March, 2000. During his tenure at AsiaInfo-Linkage, he mainly involved in its compliance with the Sarbanes-Oxley Act Section 404 and focused on the internal control over financial reporting in line with the US GAAP. His experience in the period mainly included:

• Performing management assessment of internal controls under the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (SOX404);

Securities and Exchange Commission 18 June 10, 2013

• Facilitating the establishment of the internal control over financial reporting (ICFR) based on the COSO internal control framework and PCAOB instructions;

• Planning the audit tasks based on risk assessment;

• Testing the effectiveness of design and operating of the ICFR and reporting the control deficiencies founded to proper level of management. And also, following the remediation of those control deficiencies;

• Coordinating the work with all relevant parties as well as the external auditor; and

• Evaluating the adequacy of methods used to prevent and detect fraud.

(vi) Internal Audit Senior Manager

a) Roles:

The Internal Audit Senior Manager is responsible for evaluating and testing the effectiveness of the Company’s internal control over financial. The responsibilities of the Internal Audit Senior Manager are to perform the evaluation and testing of the Company’s internal control over financial reporting on an annual basis according to Baidu’s SOX404 compliance instructions.

Relevant education and ongoing training:

Master’s degree in computer architecture of Sun-Yat Sen University and Bachelor’s degree in computer science of Sichuan University.

The Internal Audit Senior Manager participated in the Update Trainings as described above.

b) Professional designation:

Member of Certified Internal Auditor (“CIA”) and Certified Information System Auditor (“CISA”).

Securities and Exchange Commission 19 June 10, 2013

c) Professional experience:

The Internal Audit Senior Manager has been acting in her current capacity since Nov 2011. Before joining the Company, she had worked at the Risk Advisory department of Ernst & Young Hua Ming LLP Beijing Office, one of the “Big Four” public accounting firms, for 2 years as a senior, where she had served more than 20 companies of various industries to better comply with the SOX 404 and CSOX. Prior to Ernst & Young Hua Ming LLP, she worked in Protiviti, a leading consulting firm, for about 3 years. During her tenure at there, she mainly engaged in the compliance projects related to U.S. listed companies of the SOX 404 and Hong Kong listed companies of the corporate governance guidelines, and consulting projects of enterprise risk management. Her experience in such engagements mainly included:

• identify and assess the risks, establish the risk manage policy based on management’s risk appetite

• investigating and testing various accounting systems designed and implemented under U.S. GAAP;

• testing the effectiveness of design and control of the internal control processes over financial reporting and providing suggestions to management; and

• preparing audit plans and customizing integrated audit programs under the PCAOB standards.

(vii) New Financial Reporting Manager hired in March 2013

a) Roles:

The responsibilities of new Financial Reporting Manager are to: (i) conduct research on accounting issues under U.S. GAAP; (ii) work together with the other financial reporting manager and accounting manager in the preparation of the Company’s consolidated financial statements and financial disclosures under U.S. GAAP and related SEC rules and regulations; (iii) prepare financial statements and financial disclosures in accordance with U.S. GAAP and related SEC rules; (iv) provide U.S. GAAP training to the Company’s accounting and finance staff; and (v) conduct accounting research and preparation of accounting treatment memoranda relating to new or complex transactions or new U.S. GAAP guidance.

b) Relevant education and ongoing training:

Master’s degree in accounting from Washington University in St. Louis, United States. During the period in the United States, she majored in accounting related courses, covering, among others, financial reporting under U.S. GAAP and SEC Rules and regulations, accounting policy and research, advance accounting and fraud prevention and internal control.

Securities and Exchange Commission 20 June 10, 2013

She also holds a bachelor’s degree in accounting from China Agricultural University.

c) Professional designation:

She has passed all of the AICPA exams and is in the process of applying for her AICPA license.

d) Professional experience:

The new financial reporting manager joined the Company in March 2013. Before joining the Company, she worked more than two years at Deloitte Beijing office as an associate accountant. During her tenure at Deloitte, she focused on the financial services industry, participated in the IPO audit of two companies. Her responsibilities on those engagements mainly included:

• Perform substantive audit procedures and analytical reviews on significant accounts, e.g. checking the original financial evidence, testing reasonableness of financial results and analyzing the fluctuation of financial results for each audited period;

• Conduct control tests to identify internal control deficiencies and recommended corrective improvements; and

• Identify audit discrepancy and audit issues and negotiated with clients.

(viii)  Accounting Manager

a) Roles:

The Accounting Manager is in charge of the day-to-day accounting and financial function of the Company. Her responsibilities include: (i) supervising the accounting function at the Company’s subsidiaries; and (ii) reviewing the Company’s consolidated financial statements together with the financial reporting managers before the submission of the financial statements to Financial Controller and the CFO.

b) Relevant education and ongoing training:

Bachelor’s degree in accounting from Central University of Finance & Economics in China.

The Accounting Manager participates in the Update Trainings described above.

c) Professional designation:

Member of the CICPA.

Securities and Exchange Commission 21 June 10, 2013

d) Professional experience:

The Accounting Manager has been acting in her current role since February, 2012. Prior to joining the Company, she spent 2 years with Shinewing CPA firm Beijing office and 5 years with MySpace China. During her employment with Shinewing, she was involved in various aspects of the review and audit of PRC GAAP financial statements for the Chinese companies listed in the domestic capital market. During her employment with MySpace China from July 2007 to January 2012, she worked on the preparation of consolidated financial statements in accordance with U.S. GAAP and acquired sufficient knowledge of U.S. GAAP.

The Company respectfully advises the Staff that the team members referenced above are all full-time employees of the Company. Each has an employment agreement with the Company. Furthermore, the Company has not retained an accounting firm or other similar organization to prepare its financial statements or evaluate its internal controls over financial reporting.

To the extent that there is a control deficiency and material weakness as a result of their insufficient knowledge of U.S. GAAP and SEC rules and regulations, please provide a relevant risk factor in the risk factor section.

In response to the Staff’s comment, the Company has revised the risk factor on page 25.

Risks Related to Our Business, page 10

Competition could adversely affect us., page 11

26. Please define “OTA.”

In response to the Staff’s comment, the Company has defined “OTA” on page 13.

27. Please elaborate on the risks associated with Ctrip’s alleged prevention of its TSP’s from establishing customer relationships with you. Please quantify the risk to your business as applicable.

The Company respectfully advises the Staff that (i) the Company competes with Ctrip mainly in the hotel segment which is highly fragmented; (ii) the Company believes that it has adequately disclosed the risks associated with Ctrip’s alleged prevention of its TSPs from establishing customer relationships with the Company; and (iii) such risks have not had any material adverse effect on the Company’s business, financial condition and results of operations in the last three years. The Company has disclosed in the Business section on page 107 that the total number of the Company’s TSPs increased from 180 as of December 31, 2010 to 21,314 as of December 31, 2012 and on page 99 that the number of the Company’s TSP customers who contributed at least RMB1 million to the Company’s annual revenues from P4P services increased from 25 in 2010 to 43 in 2011 and 86 in 2012.

Securities and Exchange Commission 22 June 10, 2013

The proper functioning of our website and operating platform is essential …, page 13

28. Please revise the fifth sentence of the first paragraph under this section heading to improve sentence clarity as words appear to have been omitted from the sentence.

In response to the Staff’s comment, the Company has revised the referenced sentence on page 15.

We may be unable to establish, maintain and deepen relationships with TSPs., page 14

29. We note your disclosure in the last sentence on page 14. Please clarify the extent to which you are dependent on each of your airline suppliers. As currently drafted, your disclosure suggests that a loss of a single airline supplier would cause you to be unable to continue to display travel data from multiple airline carriers. If this is true, please elaborate on this risk and consider giving it more prominence in your disclosure.

In response to the Staff’s comment, the Company has revised the referenced sentence on pages 16 and 17. The Company respectfully advises the Staff that if the Company loses a single airline TSP, it would not be able to provide travel product information from such airline TSP, but the comprehensiveness of the Company’s query results would not be materially affected because, as disclosed in “Business – Products and Services for Our Users – Search – Air Tickets” on page 102 of the Registration Statement, for each air ticketing information, the Company retrieves air ticketing information from multiple sources.

Our business may be severely disrupted if we lose our senior management team’s services., page 21

30. We note that you have entered into employment agreements with each of your senior executive officers. Please file these agreements as exhibits pursuant to Item 8 of Form F-1 and Item 601(b)(10) of Regulation S-K. Also, we note that you have listed Exhibit 10.3 in the Exhibit Index as “Form of Employment Agreement entered into between the Registrant and an Executive Officer of the Registrant.” See instruction 2 to Item 601 of Regulation S-K.

The Staff’s comment is noted. The Company respectively advises the Staff that each of its senior executive officers will execute an employment agreement on the same form prior to the completion of the Offering. The Company is filing such form of employment agreement as Exhibit 10.3 to the revised draft Registration Statement.

If we fail to implement and maintain an effective system of internal controls, …, page 23

31. Since you have not undertaken a formal assessment of your internal controls over financial reporting, tell us your basis behind your statement that you have not noted any material weakness as of December 31, 2012 or revise.

In response to the Staff’s comment, the Company has revised the referenced risk factor disclosure on page 25.

Securities and Exchange Commission 23 June 10, 2013

We are an “emerging growth company” and may not be subject to requirements …, page 24

32. Please state your election under Section 107(b) of the JOBS Act:

• If you have elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b), include a statement that the election is irrevocable; or

• If you have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1), provide a risk factor explaining that this election allows you to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Please state in your risk factor that, as a result of this election, your financial statements may not be comparable to companies that comply with public company effective dates. Include a similar statement in your critical accounting policy disclosures.

The Company respectfully advises the Staff that it has elected to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act and, as a result, the Company will comply with new or revised accounting standards as required when they are adopted for public companies. In response to the Staff’s comment, the Company has revised its disclosure on page 26 to state its election under Section 107(b) of the JOBS Act, and to include a statement that its decision to opt out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) is irrevocable.

Risks Related to Our Corporate Structure, page 26

If the PRC government finds that the agreements that establish the structure …, page 26

33. Please provide additional analysis to clarify the likelihood or remoteness of PRC tax authorities implementing any new laws or regulations relating to variable interest entities, as you describe in the third full paragraph under this subject heading, in a way that would materially and adversely affect your business.

The Company respectfully advises the Staff that it is not aware of any current efforts by the PRC tax authorities to implement any new laws or regulations relating to variable interest entities. The Company believes that it has adequately disclosed the related tax risks on page 31 under the heading “Contractual arrangements we have entered into with our affiliated PRC entity may be subject to scrutiny by the PRC tax authorities. A finding that we owe additional taxes could substantially reduce our consolidated net income and the value of your investment.”

Securities and Exchange Commission 24 June 10, 2013

We rely on contractual arrangements with VIE and its shareholders for our China operations, page 27

34. Please expand your risk factor to address the term and termination provisions of your contractual arrangements. Please make similar revisions under the heading “History and Corporate Structure” beginning on page 59 to the extent not currently disclosed.

In response to the Staff’s comment, the Company has expanded the risk factor to address the term and termination provisions of the contractual arrangements on page 29 and has revised the section “History and Corporate Structure” accordingly on page 65.

35. We note your disclosure on page 61 that you are in the process of registering the pledge created by the Equity Interest Pledge Agreement with your local SAIC. Please revise this risk factor or another appropriate risk factor to disclose that you are required to register such pledges with the SAIC and to state that these agreements have not yet been registered, and therefore may be unenforceable.

The Staff’s comment is noted. The Company respectfully advises the Staff that the pledge created by the Equity Interest Pledge Agreement has been registered with the local SAIC. The Company has revised the disclosure on page 65 accordingly.

Any failure by the VIE or its respective shareholders to perform their obligations under our contractual arrangements …, page 27

36. Please elaborate on any challenges you may encounter in enforcing your contractual obligations, including why your legal remedies may not be effective. Also, please elaborate on any material uncertainties in the PRC legal system that may impede enforcement of your contracts.

In response to the Staff’s comment, the Company has revised the referenced disclosure on page 30.

37. Please describe what would happen in the event you are unable to enforce your contractual arrangements and are unable to exert effective control over our affiliated entities, including a discussion of the negative consequence to your business and the potential effect on shareholders.

In response to the Staff’s comment, the Company has revised the referenced disclosure on page 30.

Securities and Exchange Commission 25 June 10, 2013

Risks Related to Doing Business in the PRC, page 29

We may be adversely affected by the complexity, uncertainties and changes in PRC regulation of Internet and other related businesses., page 30

38. We note your risk factor disclosure on page 31 that you may be subject to penalties for failing to register with the local administration for industry and commerce, or local AIC. We also note your disclosure on page 41 that you have not registered [most of] your lease agreements with relevant PRC governmental authorities as required by PRC law. Please ensure that your opinion of counsel speaks to the lack of registration in these respects, and with respect to any other material registrations which may be required.

The Staff’s comment is noted. The Company respectfully confirms to the Staff that its PRC counsel’s legal opinion will address the lack of registration of liaison offices and leases as well as any other material registrations required for leases.

Discontinuation of any of the preferential tax treatments …, page 35

39. Please revise your disclosure to make clear when your current approval or three-year review period ends. Also, include discussion of any procedures by which you may apply for renewal of the preferential enterprise income tax rate.

In response to the Staff’s comment, the Company has revised the disclosure on page 38.

Restrictions on the remittance of RMB into and out of the PRC and governmental control of currency conversion …, page 37

40. Please expand your risk factor and, if material, provide disclosure in your Liquidity section and the notes to your financial statements to clearly describe the restrictions on your ability to use the revenues generated from your subsidiaries in the PRC outside of the PRC. For example, please disclose whether revenues generated in the PRC can be used (either with or without regulatory approval) to pay dividends to shareholders outside of the PRC or, in the event of a liquidation by either Beijing Qunar Software Technology Company Limited or Beijing Qu Na Information Technology Company Limited (the VIE), whether the proceeds of the liquidation of assets could be used outside of the PRC or be given to investors who are not PRC nationals.

The Staff’s comment is noted. The Company respectfully advises the Staff that its revenues are primarily derived from the WFOE rather than the VIE. As disclosed on the second paragraph of the first risk factor on page 39, the WFOE can pay dividends in foreign currencies to the Company without prior SAFE approval by complying with certain procedural requirement. The Company has revised the disclosure on page 39 accordingly. The Company also respectfully advises the Staff that the liquidation of Beijing Qunar Software Technology Company Limited and Beijing Qu Na Information Technology Company Limited (the “VIE”) shall follow the company liquidation procedures set forth in the Company Law of the PRC pursuant to which shareholder(s) of a company, whether located in or outside the PRC or whether or not PRC nationals, shall be entitled to receive the proceeds of the liquidation of such company, if any, after the assets of such company having been used to repay/pay outstanding loans, salaries, employees’ social benefits, taxes and other payable items. Also, the Company believes that the liquidation of the VIE will need to follow the directions of the Company and the WFOE, since under the Powers of Attorney the shareholders of the VIE have authorized WFOE’s appointee(s) approved by the Company to exercise the full rights as a shareholder of the VIE as granted by applicable laws and the VIE’s articles of association, including the liquidation rights and the right to receive liquidation proceeds. The Company has disclosed the risks of potential breach by the VIE shareholders of the contractual arrangements, which could arise in the event of liquidation, under the heading “Risk Factors – Risks Related to Our Corporate Structure – Any failure by the VIE or its respective shareholders to perform their obligations under our contractual arrangements with them may have a material adverse effect on our business and financial condition.”

Securities and Exchange Commission 26 June 10, 2013

The approval of the China Securities Regulatory Commission may be required in connection with this offering under PRC law …, page 39

41. We note from your discussion of the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which became effective in August 2006, that upon the advice of TransAsia Lawyers, PRC counsel, you believe that you are not required to submit an application to the CSRC for approval of this offering. However, you further state that interpretation and application of the regulations remain unclear. Please ensure that your risk factor disclosures include a materially complete discussion of the potential consequences to the company should the CSRC or other PRC regulatory agencies interpret these regulations differently. In this regard, we note that you may be at risk of fines or penalties or the repatriation of the proceeds from this offering into China may be delayed or restricted. With respect to counsel’s conclusion that “the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours … are subject to this regulation,” please make clear whether the contractual pledges of equity you describe on page 62 may be viewed as a transaction that would require approval. Please also quantify the fines or penalties you may be subject to if the CSRC or another PRC regulatory body subsequently determines that you need to obtain the CSRC’s approval for this offering.

The Staff’s comment is noted. The Company respectfully advises the Staff that (i) the risk factor disclosures include a complete discussion of the potential consequences to the Company should the CSRC or other PRC regulatory agencies interpret these regulations differently, (ii) the contractual pledges of equity have now been duly registered with the local SAIC, and that such pledges and their registration with the local SAIC are not subject to review or approval of the CSRC or any other PRC regulatory agencies other than the local SAIC, and (iii) the Company cannot quantify the fines or penalties that it may be subject to if the CSRC or another PRC regulatory body subsequently deemed that prior approval or filing was necessary under the New M&A Rules, because (a) the New M&A Rules do not specify the amount or type of fines or penalties for violations thereof, and (b) there are no implementation rules or publicly available precedents related to the enforcement of the New M&A Rules that can be used as reference to quantify such fines or penalties.

Securities and Exchange Commission 27 June 10, 2013

Risks Related to Our ADSs and this Offering, page 43

You may not receive distributions on our ordinary shares …, page 47

42. Please clarify your disclosure under this subject heading in light of your disclosure on page 45 that you do not expect to pay dividends in the foreseeable future.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 50.

We will be a “controlled company” within the meaning of the [NYSE/NASDAQ] rules …, page 48

43. Please reconcile your reference in the header of this risk factor that you “will rely” on exemptions from corporate governance requirements with your statement that you “do not intend to rely” on any exemptions in the last sentence of the first paragraph under this heading.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 51.

Use of Proceeds, page 51

44. Please disclose the amount and expected use of proceeds in the event the underwriters exercise their over-allotment option.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 54. The Company respectfully advises the Staff that it intends to use the additional proceeds from the over-allotment option, if any, for general corporate purposes.

45. Please tell us and disclose the amounts of underwriting discounts and commissions and the estimated offering expenses

The Company advises the Staff that the requested information on underwriting discounts and commissions has not yet been discussed or determined by the Company and the underwriters. In addition, the Company is not able to estimate the offering expenses until the expected offering size is determined and the counsel and accountants have substantially completed their work relating to the Offering. The Company will provide the requested information as soon as it is available.

46. Considering the restrictions and challenges discussed in the risk factor that starts on page 36, please explain to us how funds raised off-shore would be used to operate your business in China, including how you plan to structure the funding of your PRC subsidiaries from the proceeds of this offering and the timetable associated with the applicable government registration requirements and receipt of the necessary government approvals.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 54.

Securities and Exchange Commission 28 June 10, 2013

Capitalization, page 53

47. Please disclose your capitalization information as of a date no earlier than 60 days prior to the date of the prospectus. See Item 4 of Form F-1 and Item 3.B of Form 20-F.

The Company respectfully submits to the Staff that, as a foreign private issuer, the Company is permitted to present capitalization information in the capitalization table as of the same date as the most recent balance sheet required in the Registration Statement pursuant to Section 6270 of the Division of Corporate Finance’s Financial Reporting Manual.

48. Please revise your capitalization to include the amount of indebtedness from Baidu. Please distinguish secured and unsecured indebtedness. Refer to Item 4 of Form F-1 and Item 3.B of Form 20-F.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 56. The Company respectfully advises the Staff that all of such debt from Baidu are unsecured.

Enforceability of Civil Liabilities, page 57

49. Please revise your discussion to make clear the whether or how shareholders may originate a cause of action in the PRC and the Cayman Islands.

In response to the Staff’s comment, the Company has revised the relevant disclosure on pages 60 and 61.

History and Corporate Structure, page 59

50. Please clarify whether each of the transactions in which you capitalized your business to date, as described under this section heading, were in compliance with the laws of the PRC, whether they required PRC approval and whether approval was obtained. Additionally, please ensure that your opinion of counsel clarifies this issue.

The Company respectfully advises the Staff that all transactions by which it has capitalized its business to date were in compliance with the laws of the PRC and obtained all the relevant approvals (if any). The Company is discussing the legal opinion with its counsel.

Our History, page 59

51. Please revise your disclosure to discuss, to the extent material, the business of each of your subsidiaries and the businesses of each of the subsidiaries of your VIE.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 66.

Securities and Exchange Commission 29 June 10, 2013

52. Please provide disclosure pursuant to Item 4 of Form F-1 and Item 4.A.6 of Form 20-F.

The Company respectfully advises the Staff that as disclosed under the heading “Capital Expenditure” on page 89, its capital expenditures were incurred primarily in connection with investments in servers, computers and other office equipment, and leasehold improvements. Due to the nature of its business, the Company has not engaged in, nor is contemplating, any principal capital expenditures and divestitures.

Non-Competition from Baidu, page 60

53. Please file your non-competition agreement with Baidu as an exhibit to your registration statement. See Item 8 of Form F-1 and Item 601 of Regulation S-K.

The Company respectfully submits that the non-competition provision with Baidu is included in its Business Cooperation Agreement with Baidu, Inc., which is being amended at the time being and will be filed as an exhibit to the Company’s Registration Statement once the amended version becomes available.

Our Corporate Structure, page 61

Contractual Arrangements with our VIE and its shareholders, page 61

54. Please revise to explain how, through the contractual arrangements, you receive economic benefits generated from the VIE and clarify that this does not mean that you actually receive all of the VIE’s revenues.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 66.

Restated Exclusive Technical Consulting and Services Agreement, page 61

55. Please quantify the economic benefits you have received from the VIE to date in consideration for services provided by the WFOE.

The Company respectfully advises the Staff that the WFOE has not received any economic benefits from the VIE to date in consideration for services provided by the WFOE. Any service fee payable to the WFOE shall be calculated based on the VIE’s revenues reduced by its turnover taxes such as business taxes, value-added taxes and other surcharges, cost of revenues, operating expenses and an appropriate amount of retained profit that is determined pursuant to tax planning strategies and relevant tax laws. Based on this calculation methodology stipulated in Exhibit II- Calculation and Payment of the Service Fee to the Restated Exclusive Technical Consulting and Services Agreement, the service fee payable by the VIE to the WFOE has been nil to date.

In response to the Staff’s comment, the Company has revised the disclosure on page 65 to quantify the economic benefits the WFOE has received from the VIE to date in consideration for services provided by the WFOE.

Securities and Exchange Commission 30 June 10, 2013

Selected Consolidated Financial Data, page 63

56. Please provide selected historical financial data for the five most recent fiscal years. Selected financial data for either or both of the earliest two years of the five-year period may be omitted, however, if you represent to the home country regulator that such information cannot be provided, or cannot be provided on a restated basis, without unreasonable effort or expense. If so, please provide a statement to state this fact in the next amendment. Refer to Item 4 of Form F-1 and Item 3A of Form 20-F.

The Company respectfully submits that as an emerging growth company, the Company is not required to present more than two years of audited financials pursuant to Section 7(a)(2)(A) of the Securities Act.

57. We note you have dividend payable of RMB 74,001 as of December 31, 2012. As such, please disclose cash dividend paid per ordinary share for all applicable periods presented pursuant to Item 3A of Form 20-F.

The Company respectfully advises the Staff that the Company did not declare or pay any cash dividends during the year ended December 31, 2010. The Company only declared cash dividends in 2011 in connection with the Baidu Transaction and paid such cash dividends in 2011 and 2012. The Company has not otherwise declared or paid cash dividend to its holders of ordinary shares.

As such, the Company respectfully submits to the Staff that inclusion of a line item “cash dividend paid per ordinary share” in the Selected Consolidated Financial Data tables does not appear to adequately present the actual nature of such cash dividends paid by the Company in 2011 and 2012.

In response to the Staff’s comment, the Company has revised the disclosure on page 68 to disclose cash dividends paid per ordinary share for all applicable periods presented.

58. Please disclose the currency exchange rate in accordance with Item 4 of Form F-1 and Item 3.A.3 of Form 20-F.

The Company respectfully advises the Staff that, considering that the Registration Statement provides U.S. dollar equivalents in a large number of places, the Company has disclosed the exchange rate used for conversions to U.S. dollars in the Registration Statement in the “Conventions that Apply to this Prospectus” on page ii to ensure readability and brevity of its disclosure.

Securities and Exchange Commission 31 June 10, 2013

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 66

Overview, page 66

59. We note your discussion of the impact of various government regulations on your business in the risk factors section as well as your Regulation section. Please provide a description of the material effects of government regulations on your business and the effects such policies could have on your future operations. See Item 4 of Form F-1 and Item 5.A.4 of Form 20-F.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 71.

Liquidity and Capital Resources, page 82

60. We note your disclosure on page F-41 regarding the requirements to set aside profits for statutory reserves. In addition, we note your disclosures on page 37 that there are government imposed restrictions on the remittance of RMB into and out of the PRC which may restrict your PRC subsidiaries and consolidated affiliated entities from remitting sufficient foreign currency to pay dividends to the company. Please revise your disclosures to explain what impact such restrictions may have on the distributions from your PRC entities and how this may impact your operations and liquidity.

The Company respectfully advises the Staff that, under the current regulatory regime, the Company does not believe that such foreign exchange control restrictions would hinder the distributions from its PRC entities to its offshore entities. As disclosed in the relevant risk factor on page 39, currently the Company’s PRC subsidiaries are not required to obtain SAFE approval to remit dividends to the Company’s offshore entities. The Company included this risk factor to alert investors that the applicable foreign exchange control regulations may change in the future in a way that might subject the Company to approval requirements.

The Company further respectfully advises the Staff that, as nearly all of the Company’s operations are in the PRC, the operations and liquidity of the PRC entities are unlikely to be impacted if the PRC entities encountered difficulty remitting dividends to its offshore entities.

Capital Expenditures, page 84

61. Please add information concerning the principal capital expenditures currently in progress, including the method of financing. See Item 4 of Form F-1 and Item 5.B.3 of Form 20-F.

In response to the Staff’s comment, the Company has revised its disclosure on page 89 to add information concerning the principal capital expenditures currently in progress, including the method of financing.

Securities and Exchange Commission 32 June 10, 2013

Business, page 92

Sales and Marketing, page 105

62. Please provide a description of your marketing channels for your P4P and display advertising services, including an explanation of any special sales methods. See Item 4 of Form F-1 and Item 4.B.5 of Form 20-F.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 110. The Company respectfully advises the Staff that substantially all of its marketing efforts are targeted at its users instead of its customers for P4P and display advertising services. The Company utilizes primarily its own sales team to conduct direct sales to its potential customers by way of site visits and telephone sales. The Company has also disclosed on page 73 that the majority of its advertising customers purchase its display advertising services through third-party advertising agencies. Other than the volume rebates offered to large customers and advertising rebates to third-party advertising agencies, the Company does not use any special sales methods.

Regulation, page 107

63. Please revise the first paragraph of this section to make it clear that you discuss all regulations that materially affect your business, not just PRC regulations. See Item 4 of Form F-1 and Item 4.B.8 of Form 20-F.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 113.

64. Please include discussion under this section heading of the regulations and registration requirements referenced in the last paragraph of the risk factor titled “We may be adversely affected by the complexity, uncertainties …” on page 30, and in the risk titled “We face certain risks relating to the real properties…” on page 41.

In response to the Staff’s comment, the Company has revised disclosure on Regulations on Foreign Ownership in Value-Added Telecommunications Service on page 114, and added disclosure on Regulations on Leases on pages 134.

Management, page 128

Directors and Executive Officers, page 128

65. Please discuss any arrangement or understanding with your major shareholders or others pursuant to which any director or executive officer was selected as a director or executive officer. See Item 4 of Form F-1 and Item 6.A.5 of Form 20-F. In this regard, we note as examples only the affiliations between Mr. Chenchao (CC) Zhuang and Baidu Holdings Limited, Mr. Robin Yanhong Li and Baidu Holdings Limited, and between Mr. Richard Jin Choon Lim and the GSR funds.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 137.

Securities and Exchange Commission 33 June 10, 2013

66. We note the disclosure in the fourth risk factor on page 47 which references key personnel and employees. Please provide the disclosure required by Item 4 of Form F-1 and Item 6.A.1 of Form 20-F with respect to any such key personnel upon whose work the company is dependent.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 50.

Board of Directors, page 130

67. We note your risk factor disclosure on pages 20 and 28 regarding conflicts of interest. Please clarify whether you have any procedures for handling conflicts of interests and whether directors are required to disclose any conflicts of interests.

The Company respectfully advises the Staff that the directors and officers of the Company are required to disclose any conflicts of interests they have with respect to the subject matter before each board meeting. In addition, the Company’s management conducts quarterly review of its transactions with related parties, including directors and officers.

Equity Incentive Plan, page 132

68. Please provide the amount of ordinary shares underlying the options granted to each of your directors and executive officers in your table on page 133.

In response to the Staff’s comments, the Company has revised the footnote to the table on page 140 to clarify the reason for the omission of the actual amount of ordinary shares underlying such options.

The Company respectfully advises the Staff that, pursuant to Item 6.B.1 of Form 20-F, “disclosure of compensation is required on an individual basis unless individual disclosure is not required in the company’s home country and is not otherwise publicly disclosed by the company.” The Company respectfully advises the Staff the ordinary shares underlying the options held by each of the three directors and officers listed in the table on page 140 are not required to be disclosed in either the Cayman Islands or the PRC, and are not otherwise publicly disclosed by the Company. As such, the Company respectfully requests that the Staff allows to the Company to keep the disclosure on page 140 as is.

69. Please explain how your disclosure that Chenchao (CC) Zhuang would beneficially own less than 1% of our outstanding ordinary shares upon exercise of all options granted to him is consistent with your disclosure on page 134 that he is the beneficial owner of 7.77% of ordinary shares prior to this offering.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 141.

Securities and Exchange Commission 34 June 10, 2013

Principal Shareholders, page 134

70. Please disclose the natural person(s) or public company that has the ultimate voting or investment control over the shares held by Baidu Holdings Limited. For guidance, refer to Question 140.02 of our Regulation S-K Compliance and Disclosure Interpretations.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 142.

71. Footnote (1) to the beneficial ownership chart references footnote (8) which does not appear on page 135. Please revise or advise.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 141.

Description of Share Capital, page 137

72. Please include discussion of the relevance of entering the shares in the register of members (shareholders), including the procedures and timing required to make appropriate entries. Please make clear that the depositary will initially be listed in the register of members and include a statement in this section that the company will perform the procedures necessary to register the shares in the register of members. You should also discuss the ability of shareholders to seek rectification of the register of members.

In response to the Staff’s comment, the Company has revised the relevant disclosure on page 148.

Taxation, page 158

73. Here and under the section titled “Enforceability of Civil Liabilities” on page 57, please include discussion of all material jurisdictions as necessary, for example, the Hong Kong.

The Staff’s comment is duly noted. The Company respectfully advises the Staff that the Company has included discussions of all material jurisdictions as the Company can currently anticipate, and that the Company will amend the discussions accordingly if additional material jurisdictions arise in the contemplated offering.

U.S. Federal Income Tax Considerations, page 159

74. Please revise your disclosure under this heading as follows:

• Make clear the “Treaty” referenced on page 161, including its material terms;

• Make clear whether you will annually provide investors with the information necessary to make appropriate elections regarding your status as a PFIC;

• Include discussion of the requirements of the Hiring Incentives to Restore Employment Act of 2010 discussed under the section titled “Information Reporting and Backup Withholding” on page 163.

In response to the Staff’s comment, the Company has added such a statement on pages 169, 170 and 171.

Securities and Exchange Commission 35 June 10, 2013

Underwriting, page 164

Commissions, page 165

75. Please disclose, as a percentage of the total offering amount, the underwriting discounts and commissions you have agreed to pay your underwriters. See Item 4 of Form F-1 and Item 9.F.1 of Form 20-F.

The Company advises the Staff that the requested information on underwriting discounts and commissions has not yet been discussed or determined by the Company and the underwriters. The Company will provide the requested information as soon as it is available.

Experts, page 173

76. Please provide a statement to the effect that your auditor’s report is included in your registration statement with the consent of your auditor. See Item 4 of Form F-1 and Item 10.G of Form 20-F.

The Company respectfully advises the Staff that the confidential submission of the draft registration statement of an emerging growth company under the JOBS Act does not constitute a filing. As a result, the draft registration statement does not have to include the consent of the Company’s auditor. The Company supplementally advises the Staff that a consent of its auditor will be included in a public filing of the registration statement.

Consolidated Statements of Cash Flows, page F-6

77. Please explain to us and disclose the nature of cash distributions of RMB 1,529,662 and RMB 74,256 under cash flow from financing activities for 2011 and 2012, respectively.

The Company respectfully advises the Staff that the nature of cash distributions of RMB 1,529,662 and RMB 74,256 under cash flows from financing activities for the years ended December 31, 2011 and 2012 were related to distributions to ordinary shareholders and non-employees with vested share entitlements who had exercised their awards upon the closing of the Baidu Transaction as disclosed on F-36.

In response to the Staff’s comment, the Company has revised its disclosure on F-6 and F-36 to disclose the nature of cash distributions of RMB 1,529,662 and RMB 74,256 under cash flow from financing activities for 2011 and 2012, respectively.

Securities and Exchange Commission 36 June 10, 2013

Revenue recognition, page F-15

Pay-for-performance services, page F-16

78. Tell us in further detail how you are recognizing the portion of the revenue associated with the award credits used for cost-per-click services. In this regard, explain to us how revenue is recognized proportionately as services including those in connection to award credits are delivered to the customer. Lastly, tell us and disclose the amount of revenue deferred as of December 31, 2012, and the estimated period of time over which such deferred revenue will be recognized; if estimable.

The Company respectfully advises the Staff that it is recognizing the portion of the revenue associated with the award credits used for cost-per-click services when the customers apply the award credits to the clicks the Company directs to the customers’ webpages.

The customers make an upfront non-refundable advance payment that entitles them to receive cost-per-click services based on the rates of the cost-per-click services when the services are rendered. The upfront non-refundable payment is applied to the clicks the Company directs to the customers’ webpages on a monthly basis. The amount of award credits earned by the customers will be determined at the end of each month based on the customers’ spending on cost-per-click services for the month. The award credits can only be used for cost-per-click services, do not expire and are not redeemable for cash. Based on the Company’s operating history over the past six years, the customers generally apply the award credits to services rendered in the following month. Furthermore, all of the Company’s cost-per-click contracts stipulate that the Company is entitled to payment based on proportional performance when the contract is terminated.

The Company accounts for the award credits granted to its customers in conjunction with the current month’s spending on cost-per-click services analogous to an element included in a multiple-element arrangement pursuant to ASC 605-25 (specifically, as a current sale of cost-per-click services and an obligation to deliver future cost-per-click services). The clicks sold and award credits earned constitute separate deliverables, and therefore, the monthly spending is allocated between the clicks sold and the award credits earned by the customers based on their relative-selling-prices. The Company’s relative-selling-price for each deliverable is determined based on the Company’s best estimate of selling price (“BESP”) for that deliverable because neither vendor specific objective evidence nor third-party evidence of selling price exists. In determining its BESP for each deliverable, the Company considers the number of award credits that it anticipates ultimately will be applied to cost-per-click services, the timing of expected application of the award credits, its overall pricing model and objectives, as well as market or competitive conditions that may impact the price at which the Company would transact if the deliverable were sold regularly on a standalone basis.

Taking into consideration the above factors, the relative selling value of the clicks sold and award credits earned, respectively, is proportionate to the amount of clicks delivered and amount of clicks to be delivered in the future, respectively. Therefore, such revenue is recognized proportionately as services including those in connection to award credits are delivered to the customer.

Securities and Exchange Commission 37 June 10, 2013

The amount of revenue deferred as of December 31, 2012 recorded in customer advances and deposits amounted to RMB 5,554 and the estimated period of time over which such deferred revenue will be recognized is one month.

In response to the Staff’s comment, the Company revised its disclosure on F-16 to disclose the amount of revenue deferred as of December 31, 2012, and the estimated period of time over which such deferred revenue will be recognized.

Display advertising services, page F-17

79. We note your disclosure that your display advertising service arrangements involves multiple deliverables such as banner advertisements, logos and other media insertions delivered over the same period of time. We also note the arrangements including free advertising elements. In that regard, tell us and disclose how you allocate and recognize revenue associated with this apparent deliverable in the multiple deliverables arrangement.

The Company respectfully advises the Staff that the banner advertisements, logos, other media insertions and the free advertising elements are each considered to be a separate deliverable in the multiple deliverable arrangements. As disclosed in F-16, the total consideration of each multiple deliverable arrangement is allocated to each deliverable on the basis of their relative selling price. The Company’s relative selling price is determined based on the Company’s best estimate of selling price (“BESP”) for that deliverable because neither vendor specific objective evidence nor third-party evidence of selling price exists. In determining its BESP for each deliverable, the Company considers its overall pricing model and objectives, as well as market or competitive conditions that may impact the price at which the Company would transact if the deliverable were sold regularly on a standalone basis. In addition, the consideration allocated to the delivered element is limited to the amount that is not contingent upon the delivery of additional deliverables or meeting other specified performance conditions. The Company also monitors the conditions that affect its determination of selling price for each deliverable and reassesses such estimates periodically.

In response to the Staff’s comment, the Company has also revised its disclosures on F-16 and F-17 to disclose how it allocates and recognizes revenue associated with the free advertising elements in its multiple deliverable arrangements.

8. Income Taxes, page F-26

80. We note the line item “deemed revenue” within your reconciliation of the differences between the statutory tax rate and the effective tax rate for enterprise income tax expense. Please enhance your disclosure to explain the nature of this line item and how it is calculated.

In response to the Staff’s comment, the Company has revised its disclosure on F-27 to disclose the nature of the “deemed revenue” line item and how it is calculated.

Securities and Exchange Commission 38 June 10, 2013

81. We note the significant change in your unrecognized tax benefits from 2011 to 2012 and the increase due to an increase in deemed revenues, corporate income taxes related to intercompany transactions, and temporary differences associated with certain accrued expenses. In that regard, please further explain how the deemed revenues triggers unrecognized tax benefits as it appears the related impact are already included in your statutory to effective tax rate reconciliation on page F-27.

The Company respectfully advises the Staff that the Company acts as an agent for its air travel facilitating services including aviation insurance policies (the “Aviation Insurance Arrangements”) in accordance with ASC 605 and therefore, the Company presents revenues from such transactions on a net basis in the consolidated statements of comprehensive loss. Under the current PRC tax laws and regulations, the Company’s existing business arrangement more likely than not will subject the Company to income taxes on a gross basis for the Aviation Insurance Arrangements. The difference between the net revenue and the gross revenue is recognized as deemed revenue for additional income taxes, which is permanent item that affects the effective tax rate. The associated income tax expense is calculated by applying the applicable tax rate to the deemed revenue amount and includes the late payment interest based on the applicable tax rules. The Company has revised its disclosure on F-27 to disclose the nature of the “deemed revenue” line item and how it is calculated.

The Company also respectfully advises the Staff below supplemental information: while the Company is in the process of reviewing the existing business arrangement to assess how to reduce the “deemed revenue” exposure under the PRC tax laws and regulations, the Company declares such revenue on a net basis in its income tax returns filed with the PRC tax authorities. Therefore, the deemed revenue amount triggers unrecognized benefits even though the related impact is already included in the Company’s statutory to effective tax rate reconciliation on page F-27.

12. Convertible preferred shares, page F-34

82. We read your disclosure, “On July 20, 2011, in connection with the closing of the Baidu Transaction, the Convertible Preferred Shares were modified and converted into 63,699,680 ordinary shares in total with a distribution of RMB1,337,604 (note 14).” In that regard, please tell us and disclose in sufficient detail how the convertible preferred shares were modified and how they were part of the ordinary shares subscription with Baidu in 2011. Also, explain and disclose what the cash distribution represents and how it was accounted for in the financial statements.

The Company respectfully advises the Staff that, on June 22, 2011, 1,632,965 convertible preferred shares converted into the same number of ordinary shares.

On July 20, 2011, The Company modified the convertible preferred shares by adjusting the conversion ratio and distributing fixed cash payments per ordinary share to facilitate a closing condition of the Baidu Transaction that the convertible preferred shares be converted into ordinary shares.

Securities and Exchange Commission 39 June 10, 2013

On the closing date of the Baidu Transaction, the then existing 61,297,314 convertible preferred shares were converted into 3,615,818 ordinary shares, 991,348 Class A, 49,971,749 Class B and 6,718,399 Class C ordinary shares, respectively. In addition, the Company declared dividends of US$3.4074, US$1.6113, US$3.5475 and US$2.3655 for each ordinary share, Class A, Class B and Class C ordinary share, respectively. The dividend amounts for each class of ordinary shares reflected the dilution of the equity interest of each class of ordinary shares after the closing of the Baidu Transaction. The total dividends declared to the holders of convertible preferred shares amounted to RMB1,337,604. Simultaneously, each Class A, Class B and Class C ordinary share was converted into 1.77606, 0.93950 and 1.45001 ordinary share, respectively. There were no other modifications to the terms and conditions of the convertible preferred shares.

As a result, all the convertible preferred shares were converted into 63,699,680 ordinary shares in total.

The Company respectfully advises the Staff that the cash distribution upon the closing of the Baidu Transaction amounting to RMB 1,337,604 as discussed above represented the dividends declared and paid to the holders of convertible preferred shares on July 20, 2011. The dividends were accounted for as distribution and were included in “Distribution and payment of CERH fees” in the consolidated statements of changes in shareholders’ deficit.

In response to the Staff’s comment, the Company has revised its disclosure on F-34 and F-35 to disclose how the convertible preferred shares were modified and how they were part of the ordinary shares subscription with Baidu in 2011, and what the cash distribution represents and how it was accounted for in the consolidated financial statements.

13. Redeemable ordinary shares, page F-35

83. Refer to the third paragraph on subsequent accounting for the redeemable ordinary shares. We note your disclosure that “[a]s the fair value exceeded the redemption value of $1.45533 per share, there was no downward accretion to the redemption value under ASC 480-10-S99-1.” However, the guidance within ASC 480-10-S99-1 (or SAB Topic 3C Question 2) applies only when the fair value is lower than the redemption value resulting in a subsequent upward accretion. In your situation, we are unclear how the literature would preclude you from a downward accretion to the redemption value. Please explain. Also, advise us the business purpose of setting your redemption value lower than the ordinary share fair value upon its reclassification from permanent to mezzanine equity.

The Company respectfully advises the Staff that the inclusion of the redemption clause in its memorandum and articles of association is considered to be a substantial modification to the Company’s ordinary shares not held by Baidu, and the Company accounted for the modification as an extinguishment of those ordinary shares in exchange for the issuance of redeemable ordinary shares by analogy to ASC 815-40-35-9-2. Therefore, the initial carrying amount of the redeemable ordinary shares, representing the fair value of the redeemable ordinary shares on the date of modification, is $1.58 per share, which exceeded the redemption value of $1.45533 per share. Paragraph 16 of ASC 480-10-S99-3A states that the amount presented in temporary equity of a redeemable equity instrument should be no less than the initial amount reported in temporary equity for the instrument. Hence, the Company did not downward accrete the redeemable ordinary shares to its redemption value.

Securities and Exchange Commission 40 June 10, 2013

In response to the Staff’s comment, the Company revised its disclosure on F-35 to clarify that it accounted for the reclassification of the ordinary shares from permanent equity to mezzanine equity as an extinguishment.

The Company respectfully advises the Staff that the inclusion of the redemption clause in the memorandum and articles of association was to guarantee the minority shareholders (amongst which included the founders of the Company) a reasonable return on their investment upon the closing of the Baidu Transaction, which gave Baidu a controlling interest. During the negotiations of the Baidu Transaction, Baidu had committed to irrevocably waive its redemption right. In addition, Baidu’s position was that if the minority shareholders would exercise their redemption rights, the enterprise fair value of the Company would decrease considering the departure of the founders from the Company. Based on this position, the minority shareholders and Baidu mutually agreed that the redemption value should be set lower than the enterprise fair value used for pricing the Baidu Transaction. Therefore, the business purpose of setting the redemption value lower than the ordinary share fair value upon reclassification from permanent to mezzanine equity was to provide an equitable return to the minority shareholders that was fair to all parties in the transaction.

16. Share-based compensation, page F-37

Employee Options, page F-37

84. We note you granted options with performance conditions based on revenue and net income targets. Tell us and revise your disclosure to provide the specifics with regard to the performance targets.

The Company respectfully advises the Staff that the specifics with regard to the performance targets to be achieved, for the year ended December 31, 2012, were as follows:

a) at least 90% of the total consolidated revenue target of RMB530,000;

b) at least 90% of the total revenue target from hotels for reservations and sales facilitated through the Company’s platforms of RMB150,000; and

c) the Company recorded a consolidated net income.

In response to the Staff’s comment, the Company has revised its disclosure on F-37 and F-38 to disclose specifics with regard to the performance targets.

Early exercise of share options on December 31, 2010 and January 2, 2012, page F-38

85. Refer to your disclosure where you state, “[T]he fair value of the share options immediately after the modification was lower than the fair value of the options immediately before the modification. Therefore, the Company did not recognize any incremental compensation costs related to such modification.” Please explain and disclose the purpose of the modification and why it resulted in a lower fair value after the modification.

Securities and Exchange Commission 41 June 10, 2013

The Company respectfully advises the Staff that the purpose of the modification of the share options was to achieve a more favorable tax position for the option holders under the People’s Republic of China (the “PRC”) individual income tax regulations. The Company did not benefit from the early legal exercise. Specifically, under the PRC tax law, the option holder is subject to individual income tax when the share option is legally exercised and the related tax liability is based on the value of the share option upon legal exercise. While the early legal exercise of the share options immediately triggers the income tax payment by the option holder, the option holder may benefit as the tax liability is calculated based on the current rather than future value of the share options which may become significantly higher as the Company continues to grow.

The Company respectfully advises the Staff that the Company considered whether the fair value of the award increased immediately after the early exercise of the share options was allowed. As disclosed in F-37, the Company adopted the Black-Scholes-Merton model to assess the fair value of share options and the fair value of the share options under that model is based on the fair value of the underlying equity interest, expected stock volatility, expected dividends, risk-free interest rate, exercise price and expected term of the share option. The early exercise had no impact to any of these assumptions except for the expected term of the share option. The repayment term of the non-recourse loans was the longer of three years or the original vesting period, and was shorter than the expected term immediately before the modification which ranged from seven to ten years. The repayment term reduced the expected terms of the share options as the Company expects option holders to repay the loan at the end of the repayment term who may otherwise have to forgo the awards. Based on the Black-Scholes-Merton model, a shorter expected term reduces the fair value of the share option. As a result, the fair value of the share option decreased immediately following the modification.

In response to the Staff’s comment, the Company has revised its disclosure on F-38 to disclose the purpose of the modification and why it resulted in a lower fair value after the modification.

Modification of the Plan on June 22, 2011, page F-39

86. Please provide to us your accounting analysis for the modification of the Plan on June 22, 2011. In doing so, please explain to us the purpose of the CERH fee payments to employees with vested and non-vested options. In addition, tell us and disclose how you accounted for the payments in the financial statements. Please also supplement your analysis with a summary discussion of why the fair value of the awards immediately after the modification with a proportionately adjusted exercise price was lower than the fair value of the awards immediately before the modification.

The Company respectfully advises the Staff that the purpose of the CERH fee payments to employees with vested and unvested options was to compensate them for the dilution in their equity interests of the Company as a result of the issuance of ordinary shares to Baidu. It was a closing condition of the Baidu Transaction that grantees provided their consent to the issuance of ordinary shares to Baidu.

Securities and Exchange Commission 42 June 10, 2013

As disclosed in F-39, as of the date of modification, all vested and unvested share options and share entitlements held by employees were converted into share entitlements to purchase 1.77606 share entitlements at a proportionately adjusted exercise price. In addition, such employees were entitled to receive a cash payment amounting to US$1.6113 per unit held (the “Employee CERH Fee”) by such employees upon the closing of the Baidu Transaction.

All the awards issued up to the modification date were considered equity awards and the Plan does not have any anti-dilution protection clauses. Thus the Company considered the accounting treatment in accordance with ASC 718-20-35-3.

As disclosed in F-37, the Company adopted the Black-Scholes-Merton model to assess the fair value of share options. The Company assessed the incremental fair value of each award due to the modification with the assistance from an independent third-party appraiser. The Company is ultimately responsible for the determination of all amounts related to share-based compensation recorded in the financial statements. While the conversion ratio and the exercise price of each award were adjusted in favor of the grantee, such effect was unable to fully offset the dilution of the equity interest when Baidu obtained the controlling interest in the Company through the subscription of ordinary shares. As a result, the fair value of the award immediately after the modification was lower than the fair value of the award immediately before the modification.

The Company considered the accounting impact for vested and unvested awards separately. As the Employee CERH Fee for vested awards was fixed and not indexed to the Company’s shares and was not subject to any future services, the Company concluded that the cash payment represented a settlement. As explained above, there was no incremental fair value of the modified awards over the original awards due to the modification and thus the settlement did not result in any additional compensation cost. The Employee CERH Fee for vested awards was accounted for as a repurchase of the equity instrument in accordance with ASC 718-20-55-97 and the cash payment was included in “Distribution and payment of CERH fees” in the consolidated statements of changes in shareholders’ deficit.

As the Employee CERH Fee related to unvested awards requires future services by the grantee, the Company considered the guidance in ASC 718-20-55-144 and concluded that such Employee CERH Fee represented a modification that changed the classification from equity to liability. According to ASC 718-20-55-124, the liability is recorded at the fair value of the award multiplied by the proportion of the service period that has elapsed for unvested awards. To the extent that the liability exceeds the amount recognized in equity for the original award, the excess is recognized as compensation cost. The remaining portion of the liability component is recognized as compensation expense over the remaining vesting period as the Employee CERH Fee is fixed.

Securities and Exchange Commission 43 June 10, 2013

The Company respectfully advises the Staff that it relied on ASC 718-20-35-3 to determine the basis of the bifurcation of the liability and equity components. ASC 718-20-35-3 states that a modification of the terms or conditions of an equity award is treated as an exchange of the original award for a new award and, in substance, the Company repurchased the original award by issuing a new award with liability and equity components. Hence, the determination of the extent to which the liability portion exceeded the corresponding amount recognized in equity for the original award is based on the relative allocation of the fair value of the entire award at the modification date, between the equity and the liability components. The difference between the fair value of the modified liability portion of the award as of modification date and the grant date fair value of that portion of the award for the service period that had elapsed amounting to RMB9,472 was recognized as additional compensation expense upon modification.

As explained above, the fair value of the award immediately after the modification was lower than the fair value of the award immediately before the modification. There was no additional compensation expense for the equity portion of the unvested awards arising from the modification and thus the compensation expense for the equity portion would continue to be based on that portion’s original grant date fair value.

In response to the Staff’s comment, the Company has revised its disclosure on F-39 to disclose how it accounted for the CERH fee payments.

87. We note that you make CERH payments to employees with non-vested options based on their original vesting schedules and that the payment obligation is a liability award subject to remeasurement and bi-furcation based on the relative fair value of the liability and equity components of the award. Please explain to us why the liability amount would be subject to remeasurement in light of the fact that it is fixed at $1.6113. In addition, explain why bi-furcation based on the relative fair value of the liability and equity components is appropriate by citing the relevant accounting literature you relied upon for bi-furcation.

The Company respectfully confirms with the Staff that the liability amount would remain unchanged in light of the fact that it is fixed at $1.6113 per unit.

As the Employee CERH Fee related to unvested awards requires future services by the grantee, the Company considered the guidance in ASC 718-20-55-144 and concluded that such Employee CERH Fee represented a modification that changed the classification from equity to liability. According to ASC 718-20-55-124, the liability is recorded at the fair value of the award multiplied by the proportion of the service period that has elapsed for unvested awards. To the extent that the liability exceeds the amount recognized in equity for the original award, the excess is recognized as compensation cost. The remaining portion of the liability component is recognized as compensation expense over the remaining vesting period as the Employee CERH Fee is fixed.

The Company respectfully advises the Staff that it relied on ASC 718-20-35-3 to determine the basis of the bifurcation of the liability and equity components. ASC 718-20-35-3 states that a modification of the terms or conditions of an equity award is treated as an exchange of the original award for a new award and, in substance, the Company repurchased the original award by issuing a new award with liability and equity components. Hence, the determination of the extent to which the liability portion exceeded the corresponding amount recognized in equity for the original award is based on the relative allocation of the fair value of the entire award at the modification date, between the equity and the liability components. The difference between the fair value of the modified liability portion of the award as of modification date and the grant date fair value of that portion of the award for the service period that had elapsed amounting to RMB9,472 was recognized as additional compensation expense upon modification.

Securities and Exchange Commission 44 June 10, 2013

In response to the Staff’s comment, the Company has revised its disclosure on F-39 to clarify that the liability amount is not subject to remeasurement because it is fixed at US$1.6113 per unit.

Undertakings, page II-3

88. Please provide the undertakings required by Item 9 of Form F-1 and Item 512(a)(5) and (6) of Regulation S-K.

In response to the Staff’s comment, the Company has added such undertakings on page II-3.

*        *        *         *

Securities and Exchange Commission 45 June 10, 2013

If you have any questions regarding this submission, please contact me at +86-10-8567-5005 (li.he@davispolk.com) or my colleague, Liang Tao at +852-2533-3361(liang.tao@davispolk.com), or Raymond Wong of Ernst & Young Hua Ming LLP at +86-10-5815-2823 (raymond.wong@cn.ey.com).

Thank you for your time and attention.

Yours sincerely,

/s/ Li He

Li He

Enclosures

Annex A

cc: Mr. Chenchao (CC) Zhuang, Chief Executive Officer Mr. Sam Hanhui Sun, Chief Financial Officer Qunar Cayman Islands Limited   Mr. Raymond Wong, Partner Ernst & Young Hua Ming LLP   Leiming Chen, Esq., Partner Simpson Thacher & Bartlett LLP