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Ctrip Announces Share Exchange Transaction with Baidu

SHANGHAI, Oct. 26, 2015 /PRNewswire/ -- Ctrip.com International, Ltd. ("Ctrip") today announced that the company has completed a share exchange transaction with Baidu, Inc. ("Baidu"), pursuant to which Baidu has exchanged 178,702,519 Class A ordinary shares[1] and 11,450,000 Class B ordinary shares of Qunar Cayman Islands Limited ("Qunar") beneficially owned by Baidu prior to the consummation of the transaction in exchange for 11,488,381 newly-issued ordinary shares of Ctrip. The share exchange ratio for the transaction is 0.725 Ctrip ADSs per Qunar ADS.[2] As a result of the transaction, Baidu will own ordinary shares of Ctrip representing approximately 25% of Ctrip's aggregate voting interest, and Ctrip will own ordinary shares of Qunar representing approximately 45% of Qunar's aggregate voting interest‎.

Four representatives, including James Liang and Jane Sun, chairman and chief executive officer, and co-president and chief operating officer of Ctrip, respectively, have been appointed to Qunar's board of directors, and Robin Li and Tony Yip, chairman and chief executive officer, and vice president, head of investments, mergers and acquisitions of Baidu, respectively, have been appointed to Ctrip's board of directors.

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