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Trip.com Group Ltd

Trip.com Group LtdTCOM财报

Nasdaq · 工业 · 其他商业服务

Trip.com Group Limited is a multinational travel agency headquartered in Shanghai, China. It is the largest online travel service provider in the world.

What changed in Trip.com Group Ltd's 20-F — 2023 vs 2024

Top changes in Trip.com Group Ltd's 2024 20-F

827 paragraphs added · 900 removed · 610 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

268 edited+105 added−149 removed333 unchanged
Business Overview—PRC Government Regulations—Regulations Relating to Internet Information Security and Privacy Protection.” We conduct a significant portion of our transactions through the internet, including our online platforms and websites.
Business Overview—Government Regulations— PRC Regulations —Regulations Relating to Internet Information Security and Privacy Protection.” We conduct a significant portion of our transactions through the internet, including our online platforms and websites.
Our holding company in the Cayman Islands, the VIEs, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a group.
Our holding company in the Cayman Islands, the VIEs, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIEs and, consequently, significantly affect the financial performance of the VIEs and our company as a group.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
Nevertheless, in the event that we conduct any securities offerings that will be captured by the Overseas Offering and Listing Measures in the future, we will have to complete the filing procedures with the CSRC within three business days following the closing of the securities issuance or offering on the Nasdaq Global Select Market or the Hong Kong Stock Exchange, or within three business days following the submission of application for overseas offering and listing on any other overseas market(s).
Nevertheless, in the event that we conduct any securities offerings that will be captured by the Overseas Offering and Listing Measures in the future, we will have to complete the filing procedures with the CSRC within three business days following the closing of the securities issuance or offering on the Nasdaq Global Select Market or the Hong Kong Stock Exchange, or within three business days following the submission of application for overseas offering and listing on any other overseas market(s).
On June 24, 2022, the Standing Committee of the National People’s Congress adopted an amendment to the PRC Anti-Monopoly Law, which introduced a “safe harbor” for vertical monopoly agreements entered into by operators whose market share falls below a specific threshold to be set by the SAMR, granted the SAMR the power to suspend the review period in merger investigations under specified circumstances, allowed public prosecutors to bring a civil public interest lawsuit based on monopolistic behaviors, and significantly increased the penalties for violation of PRC Anti-Monopoly Law, among others.
On June 24, 2022, the Standing Committee of the National People’s Congress adopted an amendment to the PRC Anti-Monopoly Law, which introduced a “safe harbor” for vertical monopoly agreements entered into by operators whose market share falls below a specific threshold to be set by the SAMR, granted the SAMR the power to suspend the review period in merger investigations under specified circumstances, allowed public prosecutors to bring a civil public interest lawsuit based on monopolistic behaviors, and significantly increased the penalties for violation of PRC Anti-Monopoly Law, among others.
See “Item 4. Information on the Company—B. Business Overview—PRC Government Regulations—Regulations Relating to Foreign Exchange Supervision” for details.
See “Item 4. Information on the Company—B. Business Overview—Government Regulations—PRC Regulations—Regulations Relating to Foreign Exchange Supervision” for details.
Accordingly, these businesses are operated in China through the VIEs, and rely on contractual arrangements among our PRC subsidiaries, the VIEs, and their shareholders to direct the business operations of the VIEs. Such structure enables investors to share economic interests in China-based companies in sectors where foreign direct investment is prohibited or restricted under PRC laws and regulations.
Accordingly, these businesses are operated in China through the VIEs, and rely on contractual arrangements among our PRC subsidiaries, the VIEs, and their shareholders to direct the business operations of the VIEs. Such structure enables investors to share economic interests in companies in sectors where foreign direct investment is prohibited or restricted under PRC laws and regulations.
As of the date of this annual report, regulatory actions relating to data security or anti-monopoly concerns in Hong Kong or Macao do not have a material impact on our ability to conduct business, accept foreign investment in the future, continue to list on a United States stock exchange, or maintain our listing status on the Hong Kong Stock Exchange.
As of the date of this annual report, regulatory actions relating to data security or anti-monopoly concerns in Hong Kong or Macao do not have a material impact on our ability to conduct business, accept foreign investment in the future, continue to list on a United States stock exchange, or maintain our listing status on The Stock Exchange of Hong Kong Limited, or the Hong Kong Stock Exchange.
As the shareholder rights plan generally allows shareholders, except for the acquirer who triggers the exercise of the rights, to purchase additional shares at significantly discounted market price, the potential dilution effect is dependent on the number of shares purchased by the acquirer and other factors related to the acquisition, and may not be estimated at this time.
As the shareholder rights plan generally allows shareholders, except for the acquirer who triggers the exercise of the rights, to purchase additional shares at a significantly discounted market price, the potential dilution effect is dependent on the number of shares purchased by the acquirer and other factors related to the acquisition, and may not be estimated at this time.
If we or any of the VIEs is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the PRC regulatory authorities would have discretion to take action in dealing with such violations or failures. See “Item 3. Key Information—D.
If we or any of the VIEs is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. See “Item 3. Key Information—D.
Information of the Company—B. Business Overview—PRC Government Regulations—Regulations Relating to M&A and Overseas Listings.” Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our shares and the ADSs to significantly decline or become worthless.
Information on the Company—B. Business Overview—Government Regulations—PRC Regulations—Regulations Relating to M&A and Overseas Listings.” Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our shares and the ADSs to significantly decline or become worthless.
A severe or prolonged downturn in the global or Chinese economy may have a material and adverse effect on our business, and may materially and adversely affect our growth and profitability. For more details, see “Risk Factors—Risks Relating to Our Business and Industry—Our business is sensitive to global economic conditions.
A severe or prolonged downturn in the global economy may have a material and adverse effect on our business, and may materially and adversely affect our growth and profitability. For more details, see “Risk Factors—Risks Relating to Our Business and Industry—Our business is sensitive to global economic conditions.
During the peak holiday seasons in China, we establish limited merchant business relationships with selected ecosystem partners, in order to secure adequate supplies for our users. In merchant business relationships, we buy hotel rooms and transportation tickets before selling them to our users and thereby incur inventory risk.
During the peak holiday seasons, we establish limited merchant business relationships with selected ecosystem partners, in order to secure adequate supplies for our users. In merchant business relationships, we buy hotel rooms and transportation tickets before selling them to our users and thereby incur inventory risk.
There are, however, uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Accordingly, we cannot assure you that PRC government authorities will not ultimately take a view contrary to the opinion of our PRC legal counsel.
There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Accordingly, we cannot assure you that PRC government authorities will not ultimately take a view contrary to the opinion of our PRC legal counsel.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2022 and we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for the fiscal year ended December 31, 2023.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2022 and 2023, and we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for the fiscal year ended December 31, 2024.
While detailed interpretation of or implementation rules under these laws have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase the difficulties you face in protecting your interests. 53 Table of Contents PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds from the offerings of any securities to make loans or additional capital contributions to our PRC operating subsidiaries.
While detailed interpretation of or implementation rules under these laws have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase the difficulties you face in protecting your interests. 39 Table of Contents PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds from the offerings of any securities to make loans or additional capital contributions to our PRC operating subsidiaries.
As the PRC government restricts foreign ownership of value-added telecommunications and travel agency businesses in China, we depend on the VIEs, in which we have no ownership interest, to conduct part of our business activities through a series of contractual arrangements, which provide us with a “controlling financial interest” in the VIEs as defined in FASB ASC 810 by entitling us to (i) the power to direct activities of the VIEs that most significantly affect their economic performance, and (ii) the right to receive the economic benefits from the VIEs that could be significant to them.
As the PRC government restricts foreign ownership of the value-added telecommunications businesses in China, we depend on the VIEs, in which we have no ownership interest, to conduct part of our business activities through a series of contractual arrangements, which provide us with a “controlling financial interest” in the VIEs as defined in FASB ASC 810 by entitling us to (i) the power to direct activities of the VIEs that most significantly affect their economic performance, and (ii) the right to receive the economic benefits from the VIEs that could be significant to them.
A severe or prolonged downturn in the global or Chinese economy may have a material and adverse effect on our business, and may materially and adversely affect our growth and profitability.” • General declines or disruptions in the travel industry may materially and adversely affect our business and results of operations.
A severe or prolonged downturn in the global economy may have a material and adverse effect on our business, and may materially and adversely affect our growth and profitability.” • General declines or disruptions in the travel industry may materially and adversely affect our business and results of operations.
If our user base significantly declines or grows more slowly than our key competitors, the quality of our user support substantially deteriorates, or our business partners cease to do business with us, we may not be able to maintain and promote our brands in a cost-effective manner, and our business may be harmed. 31 Table of Contents Negative publicity related to us or in general with respect to the travel industry could impair our reputation, which in turn could materially and adversely affect our business, results of operations, and price of our ADSs or ordinary shares.
If our user base significantly declines or grows more slowly than our key competitors, the quality of our user support substantially deteriorates, or our business partners cease to do business with us, we may not be able to maintain and promote our brands in a cost-effective manner, and our business may be harmed. 20 Table of Contents Negative publicity related to us or in general with respect to the travel industry could impair our reputation, which in turn could materially and adversely affect our business, results of operations, and price of our ADSs or ordinary shares.
If we are unable to correctly predict demand for hotel rooms and transportation tickets that we are committed to purchase, we would be responsible for covering the cost of the hotel rooms and transportation tickets we are unable to sell, and our financial condition and results of operations would be adversely affected.
If we are unable to correctly predict demand for hotel rooms and transportation tickets that we are committed to purchase, we may be responsible for covering the cost of the hotel rooms and transportation tickets we are unable to sell, and our financial condition and results of operations would be adversely affected.
Changes in the fair value are reflected in our consolidated statements of income/(loss) and comprehensive income/(loss). The methodologies that we use to assess the fair value of the short-term investments involve a significant degree of management judgment and are inherently uncertain.
Changes in the fair value are reflected in our consolidated statements of income and comprehensive income. The methodologies that we use to assess the fair value of the short-term investments involve a significant degree of management judgment and are inherently uncertain.
See “—Risks Relating to Our Business and Industry—Our strategy to invest in complementary businesses and assets and establish strategic alliances involves significant risks and uncertainties that may have a material adverse effect on our business, reputation, financial condition, and results of operations.” 52 Table of Contents In addition, the Circular of the General Office of the State Council on the Establishment of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued on February 3, 2011 and the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the Ministry of Commerce that came into effect on September 1, 2011 require acquisitions by foreign investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition.
See “—Risks Relating to Our Business and Industry—Our strategy to invest in complementary businesses and assets and establish strategic alliances involves significant risks and uncertainties that may have a material adverse effect on our business, reputation, financial condition, and results of operations.” In addition, the Circular of the General Office of the State Council on the Establishment of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued on February 3, 2011 and the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the Ministry of Commerce that came into effect on September 1, 2011 require acquisitions by foreign investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition.
Therefore, in connection with our business operations and issuance or offering of securities to foreign investors, as advised by Commerce & Finance Law Offices, our PRC legal counsel, under currently effective PRC laws, regulations, and rules, as of the date of this annual report, we, our PRC subsidiaries, and the VIEs, (i) are not required to obtain permissions from or complete filing procedures with the CSRC for our historical issuances or offerings of securities to foreign investors that have been completed before the date of implementation of the Overseas Offering and Listing Measures, but are required to go through filing procedures with the CSRC for our future issuance or offering of securities (including shares, depository receipts, corporate bonds convertible into shares, and other securities in nature of equity) to foreign investors if we meet certain conditions set forth in the Overseas Offering and Listing Measures to be considered an indirect overseas offering and listing by a PRC domestic company, (ii) are not required to go through a cybersecurity review by the CAC for our issuance or offering of securities to foreign investors, (iii) are required to go through the examination and registration procedures with the National Development and Reform Commission, or the NDRC, for our issuance or offering of certain debt securities, as mandated by the NDRC circular, to foreign investors, and (iv) are not required to obtain any prior permission or approval from any other PRC government authorities for our issuance or offering of securities to foreign investors.
Therefore, in connection with our business operations and issuance or offering of securities to foreign investors, as advised by Commerce & Finance Law Offices, our PRC legal counsel, under currently effective PRC laws, regulations, and rules, as of the date of this annual report, we, our PRC subsidiaries, and the VIEs (i) are not required to obtain permissions from or complete filing procedures with the CSRC pursuant to the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies for our historical issuances or offerings of securities to foreign investors that have been completed before the date of implementation of the Overseas Offering and Listing Measures, but are required to go through filing procedures with the CSRC for our future issuance or offering of securities (including shares, depository receipts, corporate bonds convertible into shares, and other securities in nature of equity) to foreign investors if we meet certain conditions set forth in the Overseas Offering and Listing Measures to be considered an indirect overseas offering and listing by a PRC domestic company, (ii) are not required to go through a cybersecurity review by the CAC for our issuance or offering of securities to foreign investors, (iii) are required to go through the examination and registration procedures with the National Development and Reform Commission, or the NDRC, for our issuance or offering of certain debt securities, as mandated by the NDRC circular, to foreign investors, and (iv) are not required to obtain any prior permission or approval from any other PRC government authorities for our issuance or offering of securities to foreign investors.
Our strategic investments could also subject us to other uncertainties and risks, and our failure to address any of these uncertainties and risks, among others, may have a material adverse effect on our financial condition and results of operations: 28 Table of Contents • diversion of our resources and management attention; • high acquisition and financing costs; • failure to achieve our intended objectives or benefits in making these investments or revenue-enhancing opportunities; • exposure to liabilities, third-party claims, or legal proceedings involving our invested or acquired business; • potential claims or litigation regarding our board’s exercise of its duty of care and other duties required under the applicable law in connection with any of our significant investments approved by the board; and • failure to be in full compliance with applicable laws, rules, and regulations.
Our strategic investments could also subject us to other uncertainties and risks, and our failure to address any of these uncertainties and risks, among others, may have a material adverse effect on our financial condition and results of operations: • diversion of our resources and management attention; • high acquisition and financing costs; • failure to achieve our intended objectives or benefits in making these investments or revenue-enhancing opportunities; • exposure to liabilities, third-party claims, or legal proceedings involving our invested or acquired business; • potential claims or litigation regarding our board’s exercise of its duty of care and other duties required under the applicable law in connection with any of our significant investments approved by the board; and • failure to be in full compliance with applicable laws, rules, and regulations.
PRC government has significant oversight and discretion over the conduct of our business, and may intervene or influence our operations as the government deems appropriate to advance regulatory and societal goals and policy positions.
Furthermore, the PRC government has significant oversight and discretion over the conduct of our business, and may intervene or influence our operations as the government deems appropriate to advance regulatory and societal goals and policy positions.
For more details, see “Risk Factors—Risks Relating to Our Business and Industry—Strategic acquisition of complementary businesses and assets create significant challenges, such as dilutive effect on our equity securities and impact on our financial performance, that may materially and adversely affect our business, reputation, results of operations, and financial condition.” 22 Table of Contents • Our strategy to invest in complementary businesses and assets and establish strategic alliances involves significant risks and uncertainties that may have a material adverse effect on our business, reputation, financial condition, and results of operations.
For more details, see “Risk Factors—Risks Relating to Our Business and Industry—Strategic acquisition of complementary businesses and assets create significant challenges, such as dilutive effect on our equity securities and impact on our financial performance, that may materially and adversely affect our business, reputation, results of operations, and financial condition.” 12 Table of Contents • Our strategy to invest in complementary businesses and assets and establish strategic alliances involves significant risks and uncertainties that may have a material adverse effect on our business, reputation, financial condition, and results of operations.
We did not experience any material cybersecurity incident in 2021, 2022, or 2023 and up to the date of this annual report. However, we cannot assure you that unexpected interruptions to our systems will not occur in the future. We do not carry business interruption insurance to compensate us for losses that may occur as a result of such disruptions.
We did not experience any material cybersecurity incident in 2022, 2023, or 2024 and up to the date of this annual report. However, we cannot assure you that unexpected interruptions to our systems will not occur in the future. We do not carry business interruption insurance to compensate us for losses that may occur as a result of such disruptions.
For 2021, 2022, and 2023, we did not recognize any impairment charges for goodwill or indefinite lived intangible assets, because there was no indicator of impairment identified in our qualitative assessment. If different judgments or estimates had been utilized, however, material differences could have resulted in the amount and timing of the impairment charge.
For 2022, 2023, and 2024, we did not recognize any impairment charges for goodwill or indefinite lived intangible assets, because there was no indicator of impairment identified in our qualitative assessment. If different judgments or estimates had been utilized, however, material differences could have resulted in the amount and timing of the impairment charge.
The selected consolidated statements of income/(loss) data for the years ended December 31, 2021, 2022, and 2023 and the selected consolidated balance sheets data as of December 31, 2022 and 2023 have been derived from our audited consolidated financial statements and should be read in conjunction with those statements, which are included in this annual report beginning on page F-1.
The selected consolidated statements of (loss)/income data for the years ended December 31, 2022, 2023, and 2024 and the selected consolidated balance sheets data as of December 31, 2023 and 2024 have been derived from our audited consolidated financial statements and should be read in conjunction with those statements, which are included in this annual report beginning on page F-1.
See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies and Estimates—Goodwill, Intangible Assets, and Long-Lived Assets.” 30 Table of Contents If we do not compete successfully against new and existing competitors, we may lose our market share, and our business may be materially and adversely affected.
See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Critical Accounting Policies and Estimates—Goodwill, Intangible Assets and Long-Lived Assets.” 19 Table of Contents If we do not compete successfully against new and existing competitors, we may lose our market share, and our business may be materially and adversely affected.
Because the majority of our revenues are denominated in Renminbi, any restrictions on currency exchange may limit our ability to use Renminbi-denominated revenues to fund our business activities outside China or to make dividend payments in U.S. dollars. The principal PRC regulation governing foreign currency exchange is the Regulations on Administration of Foreign Exchange, as amended.
For example, because the majority of our revenues are denominated in Renminbi, any restrictions on currency exchange may limit our ability to use Renminbi-denominated revenues to fund our business activities outside China or to make dividend payments in U.S. dollars. The principal PRC regulation governing foreign currency exchange is the Regulations on Administration of Foreign Exchange, as amended.
During the COVID-19 pandemic, we experienced a significant decline in travel demand resulting in significant user cancelations and refund requests and reduced new orders relating to international and domestic travel and lodging. The supply of domestic transportation tickets and international air tickets was also adversely and significantly affected in response to comprehensive containment measures in China and elsewhere.
During the COVID-19 pandemic, we experienced a significant decline in travel demand resulting in significant user cancelations and refund requests and reduced new orders relating to international and domestic travel and lodging. The supply of domestic transportation tickets and international air tickets was also adversely and significantly affected in response to comprehensive containment measures.
In addition to market and industry factors, the prices and trading volume for listed securities may be highly volatile for factors specific to our operation, including the followings: • outbreak of contagious diseases or similar adverse public health developments, extreme unexpected bad weather, or severe natural disasters and their impacts on the travel industry; • actual or anticipated fluctuations in our quarterly operating results and variations in our results of operations that are not in line with market or research analyst expectations or changes in financial estimates by securities research analysts; 56 Table of Contents • conditions in the internet or travel industries; • announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors; • changes in the economic performance or market valuations of other internet or travel companies or other companies that primarily operate in China; • changes in major business terms between our ecosystem partners and us; • announcements made by us or our competitors of new features or functionalities or other product and service offerings, investments, acquisitions, strategic relationships, joint ventures, or capital commitments; • press and other reports, whether or not true, about our business, our directors, senior management, or other key employees, including negative reports published by short sellers, regardless of their veracity or materiality to us; • litigation and regulatory allegations or proceedings that involve us and our directors; • additions to or departures of our management; • political or market instability or disruptions, and actual or perceived social unrest in the markets where we operate; • fluctuations of exchange rates among the Renminbi, the Hong Kong dollar, and the U.S. dollar; • sales or perceived potential sales or other dispositions of existing or additional shares and/or ADSs or other equity or equity-linked securities; • any actual or alleged illegal acts of our directors, senior management, or other key employees; • any share repurchase program; • regulatory developments affecting us or our industry, users, licensors and other ecosystem partners; and • market and volume fluctuations in the stock market in general.
In addition to market and industry factors, the prices and trading volume for listed securities may be highly volatile for factors specific to our operation, including the followings: • outbreak of contagious diseases or similar adverse public health developments, extreme unexpected bad weather, or severe natural disasters and their impacts on the travel industry; • actual or anticipated fluctuations in our quarterly operating results and variations in our results of operations that are not in line with market or research analyst expectations or changes in financial estimates by securities research analysts; • conditions in the internet or travel industries; • announcements of studies and reports relating to the quality of our product and service offerings or those of our competitors; • changes in major business terms between our ecosystem partners and us; • announcements made by us or our competitors of new features or functionalities or other product and service offerings, investments, acquisitions, strategic relationships, joint ventures, or capital commitments; • press and other reports, whether or not true, about our business, our directors, senior management, or other key employees, including negative reports published by short sellers, regardless of their veracity or materiality to us; • litigation and regulatory allegations or proceedings that involve us and our directors; • additions to or departures of our management; • political or market instability or disruptions, and actual or perceived social unrest in the markets where we operate; • fluctuations of exchange rates among the Renminbi, the Hong Kong dollar, and the U.S. dollar; • sales or perceived potential sales or other dispositions of existing or additional shares and/or ADSs or other equity or equity-linked securities; • any actual or alleged illegal acts of our directors, senior management, or other key employees; • any share repurchase program; 45 Table of Contents • regulatory developments affecting us or our industry, users, licensors and other ecosystem partners; and • market and volume fluctuations in the stock market in general.
As the regulatory developments relating to these areas may change from time to time, uncertainties remain in relation to their interpretation and implementation.
As the regulatory developments relating to these areas may change from time to time, substantial uncertainties remain in relation to their interpretation and implementation.
Global pandemics, epidemics in China or elsewhere in the world, or fear of spread of contagious diseases, such as Ebola virus disease (EVD), coronavirus disease 2019 (COVID-19), Middle East respiratory syndrome (MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9 flu, and avian flu, could disrupt the travel industry and our business operations in China and elsewhere in the world, reduce or restrict demand for travel and travel-related products and services, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations.
Global pandemics, epidemics , or fear of spread of contagious diseases, such as Ebola virus disease (EVD), coronavirus disease 2019 (COVID-19), Middle East respiratory syndrome (MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9 flu, and avian flu, could disrupt the travel industry and our business operations , reduce or restrict demand for travel and travel-related products and services, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations.
However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law or Hong Kong courts if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature.
However, the Cayman Islands courts are unlikely to enforce a judgment obtained from the U.S. courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature.
We try to protect our intellectual property rights by relying on intellectual property protection laws, confidentiality laws, and confidentiality contracts. However, the provisions of such laws and contracts may not provide us with sufficient protection, and legal proceedings to protect our intellectual properties from infringement could be difficult, time-consuming, and expensive in China.
We try to protect our intellectual property rights by relying on intellectual property protection laws, confidentiality laws, and confidentiality contracts. However, the provisions of such laws and contracts may not provide us with sufficient protection, and legal proceedings to protect our intellectual properties from infringement could be difficult, time-consuming, and expensive.
In addition, if future regulatory developments mandate clearance of cybersecurity review or other specific actions to be completed by China-based companies listed on foreign stock exchanges, such as us, we face uncertainties as to whether such clearance can be timely obtained, or at all.
In addition, if future regulatory developments mandate clearance of cybersecurity review or other specific actions to be completed by companies listed on foreign stock exchanges, such as us, we face uncertainties as to whether such clearance can be timely obtained, or at all.
(4) On March 18, 2021, we effected a change to our authorized share capital by a one-to-eight subdivision of shares. Concurrently, we effected a proportionate change in our ADS to ordinary share ratio from eight ADSs representing one ordinary share to one ADS representing one ordinary share. Such changes have been reflected retrospectively throughout this document.
(3) On March 18, 2021, we effected a change to our authorized share capital by a one-to-eight subdivision of shares. Concurrently, we effected a proportionate change in our ADS to ordinary share ratio from eight ADSs representing one ordinary share to one ADS representing one ordinary share. Such changes have been reflected retrospectively throughout this document.
Substantial uncertainties remain with respect to the interpretation and enforcement of the data security and privacy protection regulations and their impact to us, which makes it difficult to determine what actions or inactions may be deemed to be in violation of the applicable laws and regulations in certain circumstances.
Substantial uncertainties remain with respect to the interpretation and enforcement of the data security and privacy protection regulations of some jurisdictions and their impact to us, which makes it difficult to determine what actions or inactions may be deemed to be in violation of the applicable laws and regulations in certain circumstances.
In addition, an independent registered public accounting firm for a public company must issue an attestation report on the effectiveness of the company’s internal control over financial reporting. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting and concluded that our internal control over financial reporting was effective as of December 31, 2023.
In addition, an independent registered public accounting firm for a public company must issue an attestation report on the effectiveness of the company’s internal control over financial reporting. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting and concluded that our internal control over financial reporting was effective as of December 31, 2024.
We may not be able to repay the notes and other indebtedness, and our shares may decline in value or become worthless, if we are unable to assert our contractual rights over the assets of the VIEs, which constituted 5% of our total assets as of December 31, 2023.
We may not be able to repay the notes and other indebtedness, and our shares may decline in value or become worthless, if we are unable to assert our contractual rights over the assets of the VIEs, which constituted 5% of our total assets as of December 31, 2024.
It also remains uncertain whether we will comply with the regulatory requirements, including but not limited to filings or approvals, from the CSRC, the Cyberspace Administration of China, or the CAC, or any other PRC government authorities in all material respects.
It also remains uncertain whether we will comply with the regulatory requirements, including but not limited to filings or approvals, from the China Securities Regulatory Commission, or the CSRC, the Cyberspace Administration of China, or the CAC, or any other PRC government authorities in all material respects.
If we and the VIEs are found to be in violation of any existing or future PRC laws or regulations, the governmental authorities may exercise their discretion in accordance with the applicable laws and regulations in dealing with such violation, including, without limitation, levying fines, confiscating our income or the income of the VIEs, revoking our business licenses or the business licenses of the VIEs, requiring us and the VIEs to restructure our ownership structure or operations, and requiring us or the VIEs to discontinue any portion or all of our value-added telecommunications or travel agency businesses.
If we and the VIEs are found to be in violation of any existing or future PRC laws or regulations, the governmental authorities may exercise their broad discretion in accordance with the applicable laws and regulations in dealing with such violation, including, without limitation, levying fines, confiscating our income or the income of the VIEs, revoking our business licenses or the business licenses of the VIEs, requiring us and the VIEs to restructure our ownership structure or operations, and requiring us or the VIEs to discontinue any portion or all of our value-added telecommunications businesses.
Other trends or events that tend to reduce travel and are likely to reduce our revenues include: • actual or threatened war or terrorist activities; • an outbreak of COVID-19, EVD, MERS, SARS, H1N1 flu, H7N9 flu, and avian flu, or any other serious contagious diseases; • increasing prices in the hotel, transportation ticketing, or other travel-related sectors; • increasing occurrence of travel-related accidents; • political unrest, civil strife, or other geopolitical uncertainty; • natural disasters or poor weather conditions, such as hurricanes, earthquakes, or tsunamis, as well as the physical effects of climate change, which may include more frequent or severe storms, flooding, rising sea levels, water shortage, droughts, and wildfires; and • any travel restrictions in China or elsewhere in the world.
Other trends or events that tend to reduce travel and are likely to reduce our revenues include: • actual or threatened war or terrorist activities; • an outbreak of COVID-19, EVD, MERS, SARS, H1N1 flu, H7N9 flu, and avian flu, or any other serious contagious diseases; • increasing prices in the hotel, transportation ticketing, or other travel-related sectors; • increasing occurrence of travel-related accidents; • political unrest, civil strife, or other geopolitical uncertainty; 15 Table of Contents • natural disasters or poor weather conditions, such as hurricanes, earthquakes, or tsunamis, as well as the physical effects of climate change, which may include more frequent or severe storms, flooding, rising sea levels, water shortage, droughts, and wildfires; and • any travel restrictions in the world.
If we are found to be in violation of cybersecurity requirements in China, the government authorities may, at their discretion, conduct investigations, levy fines, request app stores to take down our apps, and cease to provide viewing and downloading services related to our apps, prohibit the registration of new users on our platform, or require us to change our business practices in a manner materially adverse to our business.
If we are found to be in violation of cybersecurity requirements in China, the government authorities may conduct investigations, levy fines, request app stores to take down our apps, and cease to provide viewing and downloading services related to our apps, prohibit the registration of new users on our platform, or require us to change our business practices in a manner materially adverse to our business.
Our current security measures may not be adequate and may contain deficiencies that we fail to identify, and advances in technology, increased levels of expertise of hackers, new discoveries in the field of cryptography or others could increase our vulnerability.
Our security measures may not be adequate temporarily and may contain deficiencies that we fail to identify, and advances in technology, increased levels of expertise of hackers, new discoveries in the field of cryptography or others could increase our vulnerability.
The inability of the PCAOB to inspect such registered public accounting firms headquartered in mainland China (including our independent auditor) in the past has deprived our investors with the benefits of such inspections.” • Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
The inability of the PCAOB to inspect such registered public accounting firms headquartered in mainland China (including our independent auditor) in the past has deprived our investors with the benefits of such inspections.” 13 Table of Contents • Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
We also cannot assure you that we will prevail in any of those legal proceedings or be able to prevent any similar claims or legal proceedings being initiated against us by others in the future. Our business depends significantly upon our ability to contract with hotels in advance for the guaranteed availability of certain hotel rooms.
We also cannot assure you that we will prevail in any of those legal proceedings or be able to prevent any similar claims or legal proceedings being initiated against us by others in the future. 16 Table of Contents Our business depends significantly upon our ability to contract with hotels in advance for the guaranteed availability of certain hotel rooms.
We completed our public offering in Hong Kong in April 2021 and the trading of our ordinary shares on the Hong Kong Stock Exchange commenced on April 19, 2021 under the stock code “9961.” As a company listed on the Hong Kong Stock Exchange pursuant to Chapter 19C of the Hong Kong Listing Rules, we are not subject to certain provisions of the Hong Kong Listing Rules pursuant to Rule 19C.11, including, among others, rules on notifiable transactions, connected transactions, share schemes, content of financial statements as well as certain other continuing obligations.
We completed our public offering in Hong Kong in April 2021 and the trading of our ordinary shares on the Hong Kong Stock Exchange commenced on April 19, 2021 under the stock code “9961.” As a company listed on the Hong Kong Stock Exchange pursuant to Chapter 19C of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, or the Hong Kong Listing Rules, we are not subject to certain provisions of the Hong Kong Listing Rules pursuant to Rule 19C.11, including, among others, rules on notifiable transactions, connected transactions, share schemes, content of financial statements as well as certain other continuing obligations.
Any of these actions may disrupt our operations and materially and adversely affect our business, financial condition, and results of operations. The European Union traditionally takes a broader view as to what is considered personal information and has imposed greater obligations under their privacy and data protection laws.
Any of these actions may disrupt our operations and materially and adversely affect our business, financial condition, and results of operations. 27 Table of Contents The European Union traditionally takes a broader view as to what is considered personal information and has imposed greater obligations under their privacy and data protection laws.
For example, the PRC government has issued statements and regulatory actions relating to areas such as the use of contractual arrangements in certain industries, regulatory approvals on overseas offerings and listings by, and foreign investment in, China-based issuers, the use of the VIEs, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy.
For example, the PRC government has issued statements and regulatory actions relating to areas such as the use of contractual arrangements in certain industries, regulatory approvals on overseas offerings and listings by, and foreign investment in, issuers with operations in China, the use of the VIEs, anti-monopoly regulatory actions, and oversight on cybersecurity and data privacy.
If we cannot raise additional funds when we need them, our ability to continue to support our business and to respond to business challenges would be significantly limited, and our business, results of operations, and financial condition would be materially and adversely affected. 41 Table of Contents Fluctuation of fair value change of short-term investments we made may affect our results of operations.
If we cannot raise additional funds when we need them, our ability to continue to support our business and to respond to business challenges would be significantly limited, and our business, results of operations, and financial condition would be materially and adversely affected. Fluctuation of fair value change of short-term investments we made may affect our results of operations.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate in the future. The majority of our revenues and cost are denominated in Renminbi, while a portion of our financial assets, financial liabilities, and our dividend payments are denominated in U.S. dollars.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate in the future. 35 Table of Contents The majority of our revenues and cost are denominated in Renminbi, while a portion of our financial assets, financial liabilities, and our dividend payments are denominated in U.S. dollars.
In addition, our independent registered public accounting firm attested the effectiveness of our internal control and reported that our internal control over financial reporting was effective as of December 31, 2023.
In addition, our independent registered public accounting firm attested the effectiveness of our internal control and reported that our internal control over financial reporting was effective as of December 31, 2024.
We also collect and process billing information and phone numbers of our users. We are subject to the privacy and data protection laws and regulations in various jurisdictions, such as China and the European Union. Privacy laws provide restrictions and guidance in connection with our storage, use, processing, disclosure, transfer, and protection of personal information.
We also collect and process billing information and phone numbers of our users. As such, we are subject to the privacy and data protection laws and regulations in various jurisdictions. Privacy laws provide restrictions and guidance in connection with our storage, use, processing, disclosure, transfer, and protection of personal information.
See “Item 16G. Corporate Governance.” We are a foreign private issuer within the meaning of the rules under the U.S. Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies. Because we qualify as a foreign private issuer under the U.S.
See “Item 16G. Corporate Governance.” 46 Table of Contents We are a foreign private issuer within the meaning of the rules under the U.S. Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies. Because we qualify as a foreign private issuer under the U.S.
The effect of this discretionary proxy is that ADS holders cannot prevent ordinary shares underlying the ADSs from being voted, absent the situations described above, and it may make it more difficult for shareholders to influence the management of our company.
The effect of this discretionary proxy is that ADS holders cannot prevent ordinary shares underlying the ADSs from being voted, absent the situations described above, and it may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.
In addition to the General Data Protection Regulation, when other future laws and regulations relating to data privacy in China or other jurisdictions come into effect, the more stringent requirements on privacy user notifications and data handling will require us to adapt our business and incur additional costs.
In addition to the General Data Protection Regulation, when other future laws and regulations relating to data privacy come into effect, the more stringent requirements on privacy user notifications and data handling will require us to adapt our business and incur additional costs.
In addition, any such future occurrences could reduce user satisfaction levels, damage our reputation and materially and adversely affect our business. 32 Table of Contents We use an internally developed booking software system that supports nearly all aspects of our booking transactions.
In addition, any such future occurrences could reduce user satisfaction levels, damage our reputation and materially and adversely affect our business. We use an internally developed booking software system that supports nearly all aspects of our booking transactions.
Any such tax would reduce the returns on your investment in our ordinary shares or ADSs. 45 Table of Contents If we exercise the option to acquire equity ownership in the VIEs, such ownership transfer requires approval from or filings with PRC governmental authorities and subject to taxation, which may result in substantial costs to us.
Any such tax may reduce the returns on your investment in the ADSs or ordinary shares. 43 Table of Contents If we exercise the option to acquire equity ownership in the VIEs, such ownership transfer requires approval from or filings with PRC governmental authorities and subject to taxation, which may result in substantial costs to us.
Further, if the number of platforms for which we develop our services increases, which is typically seen in a dynamic and fragmented mobile services market such as China, it will result in an increase in our costs and expenses.
Further, if the number of platforms for which we develop our services increases, which is typically seen in a dynamic and fragmented mobile services market, it will result in an increase in our costs and expenses.
As a result, our contractual arrangements with the VIEs may result in adverse tax consequences to us. Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us while the VIEs can only make payments to us in accordance with the contractual arrangements, which may restrict our ability to satisfy our liquidity requirements.
As a result, our contractual arrangements with the VIEs may result in adverse tax consequences to us. 42 Table of Contents Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us while the VIEs can only make payments to us in accordance with the contractual arrangements, which may restrict our ability to satisfy our liquidity requirements.
“Certain other industries” refer to, among others, important transportation services, important culture products and services, important information technology and internet products and services, and important finance services that are crucial to national security. In order to grow our business, we may pursue potential strategic acquisitions that are complementary to our business and operations.
“Certain other industries” refer to, among others, important transportation services, important culture products and services, important information technology and internet products and services, and important finance services that are crucial to national security. 37 Table of Contents In order to grow our business, we may pursue potential strategic acquisitions that are complementary to our business and operations.
We have made and intend to continue to make strategic acquisitions in the travel industry in China and overseas. If we are presented with appropriate opportunities, we may continue to acquire complementary businesses and assets in the future.
We have made and intend to continue to make strategic acquisitions in the travel industry globally. If we are presented with appropriate opportunities, we may continue to acquire complementary businesses and assets in the future.
As a result, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the year ended December 31, 2022 and we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.
As a result, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual reports on Form 20-F for the years ended December 31, 2022 and 2023, and we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F.
As of the date of this annual report, none of our company, our subsidiaries, or the VIEs has been identified as a critical information infrastructure operator by any government authorities, nor has been involved in any investigations or become subject to a cybersecurity review initiated by the CAC based on the Cybersecurity Review Measures.
As of the date of this annual report, none of our company, our subsidiaries, or the VIEs has received formal notice that it has been identified as a critical information infrastructure operator by any government authorities, nor has it been involved in any investigations or become subject to a cybersecurity review initiated by the CAC based on the Cybersecurity Review Measures.
For example, we have invested in, and may continue to invest in, organic growth by rolling out new business initiatives focusing on a diverse range of areas including expanding our one-stop travel offerings and upgrading our content capabilities. For the year ended December 31, 2023, we invested RMB12 billion (US$1.7 billion) in product development.
For example, we have invested in, and may continue to invest in, organic growth by rolling out new business initiatives focusing on a diverse range of areas including expanding our one-stop travel offerings and upgrading our content capabilities. For the year ended December 31, 2024, we invested RMB13.1 billion (US$1.8 billion) in product development.
For further details, see “—Risks Relating to Doing Business in China—The approval of and the filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings in the future under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing” and “Item 4.
For further details, see “—Risks Relating to Multi-jurisdictional Operations—The approval of and the filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings in the future under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing” and “Item 4.
Any lack of requisite approvals, licenses, or permits applicable to our business or any failure to comply with applicable laws or regulations may materially and adversely affect our business, financial condition, and results of operations.” Our subsidiaries in Hong Kong also have obtained travel agency operation licenses and insurance agency licenses that are necessary for their businesses from the Hong Kong authorities, while our Macao subsidiary substantially ceased its operations.
Risk Factors—Risks Relating to Our Business and Industry—Any lack of requisite approvals, licenses, or permits applicable to our business or any failure to comply with applicable laws or regulations may materially and adversely affect our business, financial condition, and results of operations.” Our subsidiaries in Hong Kong also have obtained travel agency operation licenses and insurance agency licenses that are necessary for their businesses from the Hong Kong authorities, while our Macao subsidiary had substantially ceased its operations in 2023.
For more details, see “Risk Factors—Risks Relating to Our Corporate Structure—PRC laws and regulations restrict foreign investment in the travel agency and value-added telecommunications businesses, and uncertainties exist with respect to the application and implementation of PRC laws and regulations.” • If the VIEs violate our contractual arrangements with them, our business could be disrupted, our reputation may be harmed and we may have to resort to litigation to enforce our rights, which may be time-consuming and expensive.
For more details, see “Risk Factors—Risks Relating to Our Corporate Structure—PRC laws and regulations restrict foreign investment in certain businesses, and substantial uncertainties exist with respect to the application and implementation of PRC laws and regulations.” • If the VIEs violate our contractual arrangements with them, our business could be disrupted, our reputation may be harmed and we may have to resort to litigation to enforce our rights, which may be time-consuming and expensive.
We partially rely on third-party computer systems to host our websites, as well as third-party licenses for some of the software underlying our technology platform. In addition, we rely on third-party transportation ticketing agencies to issue transportation tickets and travel insurance products, confirmations and deliveries in some cities in China and overseas.
We partially rely on third-party computer systems to host our websites, as well as third-party licenses for some of the software underlying our technology platform. In addition, we rely on third-party transportation ticketing agencies to issue transportation tickets and travel insurance products, confirmations and deliveries in various cities around the world.
As part of our plan to expand our product and service offerings, we have made and intend to make strategic investments in the travel service industries in China and overseas.
As part of our plan to expand our product and service offerings, we have made and intend to make strategic investments in the travel service industries globally.
Accordingly, we rely on our ecosystem partners and users to provide us with truthful information regarding the users’ consumption of our ecosystem partners’ products and services through our platform, which forms the basis for calculating the commissions that we are entitled to receive from our ecosystem partners.
We recognize revenues primarily based on commissions earned from our ecosystem partners. Accordingly, we rely on our ecosystem partners and users to provide us with truthful information regarding the users’ consumption of our ecosystem partners’ products and services through our platform, which forms the basis for calculating the commissions that we are entitled to receive from our ecosystem partners.
As a result, we cannot assure you that we will be entitled to any preferential withholding tax rate under tax treaties for dividends received from our PRC subsidiaries. If we are classified as a PRC resident enterprise for PRC enterprise income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders and ADS holders.
As a result, we cannot assure you that we will be entitled to any preferential withholding tax rate under tax treaties for dividends received from our PRC subsidiaries. If we are classified as a tax resident of certain jurisdictions for income tax purposes, such classification could result in unfavorable tax consequences to us and our shareholders or ADS holders.
If our service providers fail to provide high-quality services in a timely manner to our users, or provide services that are substantially different from its description or without licenses or permits as required by the laws and regulations despite that we have so requested, violate any applicable rules and regulations, or involve in incidents of negative publicity, our services will not meet the expectations of our users, our users may claim against us for damages and stop using our online platforms, and our reputation and brand will be damaged.
If our service providers fail to provide high-quality services in a timely manner to us or our users, or provide services that are substantially different from its description or without licenses or permits as required by the laws and regulations despite that we have so requested, our services will not meet the expectations of our users, our users may claim against us for damages and stop using our online platforms, and our reputation and brand will be damaged.
Certain enterprises may benefit from a preferential tax rate of 15% under the PRC Enterprise Income Tax Law if they qualify as “high and new technology enterprises” or if they are located in certain regions of China where favorable policies encouraging economic development are in place, subject to certain general restrictions described in the PRC Enterprise Income Tax Law and the related regulations.
In particular, under the PRC Enterprise Income Tax Law, certain enterprises may benefit from a preferential tax rate if they qualify as “high and new technology enterprises” or if they are located in certain regions of China where favorable policies encouraging economic development are in place, subject to certain restrictions.
For more details, see “Risk Factors—Risks Relating to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
For more details, see “Risk Factors—Risks Relating to Multi-jurisdictional Operations—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
Also, the PRC government has rolled out a new filing-based regime to regulate overseas offerings and listings by PRC domestic companies.
In addition, the PRC government has rolled out a new filing-based regime to regulate overseas offerings and listings by PRC domestic companies.
This amendment emphasized the enforcement of PRC Anti-Monopoly Law in the internet and other key industries. The strengthened enforcement of the PRC Anti-Monopoly Law could result in investigations on our acquisition transactions conducted in the past and make our acquisition transactions in the future more difficult due to the prior filing requirement.
This amendment emphasized the enforcement of PRC Anti-Monopoly Law in the internet and other key industries. The strengthened enforcement of the PRC Anti-Monopoly Law could result in investigations on our acquisitions or investments conducted in the past and make our acquisitions or investments in the future more difficult due to the prior filing requirement.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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We leverage various AI technologies such as natural language processing, speech recognition, computer vision, and conversational AI to inform various applications such as traffic forecasting, civil aviation big data analysis, flight delay prediction, a tourism knowledge graph, and especially, improved customer services to our global user base, among others.
We leverage various technologies such as natural language processing, speech recognition, computer vision, and conversational AI to inform various applications such as traffic forecasting, civil aviation big data analysis, flight delay prediction, a tourism knowledge graph, and especially, improved customer services to our global user base, among others.
Brand Advertising We currently operate through four leading travel brands, namely (i) Ctrip, a leading provider of online travel and related services in China; (ii) Qunar, a leading online travel agency in China; (iii) Trip.com, an online travel agency for global travelers; and (iv) Skyscanner, a leading global travel search company.
Brand Advertising We currently operate through four leading travel brands, namely (i) Ctrip, a leading provider of travel and related services in China; (ii) Qunar, a leading online travel agency in China; (iii) Trip.com, an online travel agency for global travelers; and (iv) Skyscanner, a leading global travel search company.
Business Overview—PRC Government Regulations—Regulations Relating to Internet Information Security and Privacy Protection.” Intellectual Property Our intellectual property rights primarily include trademarks and domain names associated with the names of our travel brands and copyright and other rights associated with our websites, technology platform, booking software, and other aspects of our business.
Business Overview—Government Regulations—PRC Regulations—Regulations Relating to Internet Information Security and Privacy Protection.” Intellectual Property Our intellectual property rights primarily include trademarks and domain names associated with the names of our travel brands and copyright and other rights associated with our websites, technology platform, booking software, and other aspects of our business.
Under the currently effective PRC Copyright Law, Chinese citizens, legal persons, or other organizations are entitled to, whether published or not, enjoy copyright in their works, which include, among others, works of literature, art, natural science, social science, engineering technology, and computer software.
Copyright Under the currently effective PRC Copyright Law, Chinese citizens, legal persons, or other organizations are entitled to, whether published or not, enjoy copyright in their works, which include, among others, works of literature, art, natural science, social science, engineering technology, and computer software.
Some of the core technologies underlying our user support include (i) CtripIM, an instant messenger system developed in-house, which offers a streamlined problem-solving process, (ii) Softswitch, which enables us to securely encrypt users’ displayed phone numbers to prevent leakage of sensitive user information, and (iii) SoftPBX, a telephone system software that distributes calls through the intranet to different operators after the user’s phone call is connected.
Some of the core technologies underlying our user support include (i) CtripIM, an instant messenger system developed in-house, which offers a streamlined problem-solving process, (ii) Softswitch, which enables us to securely encrypt users’ displayed phone numbers to prevent leakage of sensitive user information, (iii) SoftPBX, a telephone system software that distributes calls through the intranet to different operators after the user’s phone call is connected.
The application of the AI technologies benefits not only our users, but also our ecosystem partners. For our users, our technologies enable personalized recommendations, a streamlined user experience, enhanced user engagement, and the sharing and viewing of user-generated content. We use both public and private cloud technologies to optimize operational efficiency.
The application of the technologies benefits not only our users, but also our ecosystem partners. For our users, our technologies enable personalized recommendations, a streamlined user experience, enhanced user engagement, and the sharing and viewing of user-generated content. We use both public and private cloud technologies to optimize operational efficiency.
Founded in 1999 and listed on Nasdaq in 2003 and Hong Kong Stock Exchange in 2021, we currently operates under a portfolio of brands, including (i) Ctrip, a leading provider of online travel and related services in China, (ii) Qunar, a leading online travel agency in China, (iii) Trip.com, an online travel agency for global travelers, and (iv) Skyscanner, a leading global travel search company, with the mission “to pursue the perfect trip for a better world.” Our Platform Our one-stop travel platform connects our users and our ecosystem partners.
Founded in 1999 and listed on Nasdaq in 2003 and Hong Kong Stock Exchange in 2021, we currently operate under a portfolio of brands, including (i) Ctrip, a leading provider of travel and related services in China, (ii) Qunar, a leading online travel agency in China, (iii) Trip.com, an online travel agency for global travelers, and (iv) Skyscanner, a leading global travel search company, with the mission “to pursue the perfect trip for a better world.” Our Platform Our one-stop travel platform connects our users and our ecosystem partners.
Pursuant to the 2021 Negative List, if a PRC domestic company engaging in the prohibited business stipulated in the 2021 Negative List seeks an overseas offering and listing, it must obtain the approval from the competent governmental authorities.
Pursuant to the Negative List, if a PRC domestic company engaging in the prohibited business stipulated in the Negative List seeks an overseas offering and listing, it must obtain the approval from the competent governmental authorities.
According to the 2021 Negative List, the foreign equity interests ownership of entities that engage in value-added telecommunications business (except for e-commerce, domestic multi-party communication, storage and forwarding and call center) must not exceed 50%, and foreign investors are allowed to hold up to 100% of equity interests in an online data processing and transaction processing business (including e-commerce business operation) in China.
According to the 2024 Negative List, the foreign equity interests ownership of entities that engage in value-added telecommunications business (except for e-commerce, domestic multi-party communication, storage and forwarding and call center) must not exceed 50%, and foreign investors are allowed to hold up to 100% of equity interests in an online data processing and transaction processing business (including e-commerce business operation) in China.
The platform operator must examine the license and qualification of travel business operators inside the platform and alert the travelers for safety warning, and should take the liability if it fails to perform the obligations requested by such administrative measures. 76 Table of Contents Regulations Relating to Air-Ticketing The air-ticketing business is subject to the supervision of the China Air Transport Association and its branches.
The platform operator must examine the license and qualification of travel business operators inside the platform and alert the travelers for safety warning, and should take the liability if it fails to perform the obligations requested by such administrative measures. 63 Table of Contents Regulations Relating to Air-Ticketing The air-ticketing business is subject to the supervision of the China Air Transport Association and its branches.
According to the Arrangement for the Avoidance of Double Taxation and Tax Evasion between Mainland China and Hong Kong entered into between mainland China and Hong Kong on August 21, 2006, if the non-PRC parent company of a PRC enterprise is a Hong Kong resident which directly owns 25% or more of the equity interest of the PRC foreign-invested enterprise which pays the dividends and interests, the 10% withholding tax rate applicable under the PRC Enterprise Income Tax Law may be lowered to 5% for dividends and 7% for interest payments if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the conditions and requirements under such Arrangement for the Avoidance of Double Taxation and Tax Evasion between Mainland China and Hong Kong and other applicable laws.
According to the Arrangement for the Avoidance of Double Taxation and Tax Evasion between Mainland China and Hong Kong entered into between mainland China and Hong Kong on August 21, 2006, if the non-PRC parent company of a PRC enterprise is a Hong Kong resident which directly owns 25% or more of the equity interest of the PRC foreign-invested enterprise which pays the dividends, the 10% withholding tax rate applicable under the PRC Enterprise Income Tax Law may be lowered to 5% if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the conditions and requirements under such Arrangement for the Avoidance of Double Taxation and Tax Evasion between Mainland China and Hong Kong and other applicable laws.
Our search functions allow users to narrow search results by specifying preferences, such as time and mode of transportation, and we leverage our data analytics capability to help them book tickets that best suit their travel needs. As of December 31, 2023, our transportation ticketing network covered over 220 countries and regions.
Our search functions allow users to narrow search results by specifying preferences, such as time and mode of transportation, and we leverage our data analytics capability to help them book tickets that best suit their travel needs. As of December 31, 2024, our transportation ticketing network covered over 220 countries and regions.
Risk Factors—Risks Relating to Our Business and Industry—If we do not compete successfully against new and existing competitors, we may lose our market share, and our business may be materially and adversely affected.” Customers and Suppliers We have a broad base of customers, which primarily consist of our ecosystem partners, including airlines and other air ticket partners, hotel and alternative accommodation partners, and various value-added travel products and services partners, such as insurance companies.
Risk Factors—Risks Relating to Our Business and Industry—If we do not compete successfully against new and existing competitors, we may lose our market share, and our business may be materially and adversely affected.” 60 Table of Contents Customers and Suppliers We have a broad base of customers, which primarily consist of our ecosystem partners, including airlines and other air ticket partners, hotel and alternative accommodation partners, and various value-added travel products and services partners, such as insurance companies.
We encourage users to submit ratings, reviews, and recommendations to our platforms during their trips and after they return from their trips. Leveraging our content sharing feature, users are inspired by new travel ideas, make informed travel decisions, and share their travel experiences in an engaging community.
We encourage users to submit ratings, reviews, and recommendations to our platforms during their trips and after they return from their trips. Leveraging our content sharing feature, users are inspired by new travel ideas, make informed travel decisions, and share their travel experiences in an engaging community. Offline Channels.
Industries that are not listed in the Catalog for the Encouragement of Foreign Investment Industries (2022 Edition) and the 2021 Negative List are generally open to foreign investment unless otherwise specifically restricted by other PRC rules and regulations.
Industries that are not listed in the Catalog for the Encouragement of Foreign Investment Industries (2022 Edition) and the 2024 Negative List are generally open to foreign investment unless otherwise specifically restricted by other PRC rules and regulations.
As of the date of this annual report, we leased offices and data centers with an aggregate gross floor area of over 95,000 square meters. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
As of the date of this annual report, we leased offices and data centers with an aggregate gross floor area of over 100,000 square meters. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
Under the “guaranteed allotment” model, a hotel guarantees us a specified number of available rooms every day, allowing us to provide instant confirmations on such rooms to our users before notifying the hotel. Transportation Ticketing Users can search and book transportation tickets via our online platform and customer service centers.
Under the “guaranteed allotment” model, a hotel guarantees us a specified number of available rooms every day, allowing us to provide instant confirmations on such rooms to our users before notifying the hotel. 54 Table of Contents Transportation Ticketing Users can search and book transportation tickets via our online platform and customer service centers.
As the needs of the market further evolve, we are enriching our offerings of in-destination products and services to further expand our business. Corporate Travel Management In addition to serving individual users, we also serve corporate clients with similar products and services to help them plan business travel in a cost-efficient way.
As the needs of the market further evolve, we are enriching our offerings of in-destination products and services to further expand our business. 55 Table of Contents Corporate Travel Management In addition to serving individual users, we also serve corporate clients with similar products and services to help them plan business travel in a cost-efficient way.
Powered by our route planning algorithms and travel supply, users can customize their trips by combining two or more of our core travel products, such as air tickets and hotels, which are typically offered as a package at discounted rates.
Powered by our route planning algorithms and travel supply, users can customize their trips by combining two or more of our core travel products, such as air tickets and hotels, which are typically offered at a package price.
Skyscanner is developing an aviation sustainability framework that creates greater transparency on carbon emissions for individual flights and highlights the sustainability practices of different airlines. 73 Table of Contents We believe that rural tourism is an effective way to revitalize villages.
Skyscanner is developing an aviation sustainability framework that creates greater transparency on carbon emissions for individual flights and highlights the sustainability practices of different airlines. We believe that rural tourism is an effective way to revitalize villages.
We provide our users with travel insurance service including insurance consultation and claim settlements, from delayed and cancelled trips to accidental injury treatment, through one of the VIEs with insurance license. In 2017, we launched the first global travel SOS service in China. Users who book a trip from our platforms have access to 24/7 emergency support.
We provide our users with travel insurance service including insurance consultation and claim settlements, from delayed and cancelled trips to accidental injury treatment, through one of the subsidiaries with insurance license. In 2017, we launched the first global travel SOS service in the region. Users who book a trip from our platforms have access to 24/7 emergency support.
These technologies can support hundreds of millions of queries per day. The technology currently has covered departure or arrival cities worldwide and accommodates various languages. We have also built intelligent tools and machine learning technologies for ecosystem partners to better price their products appropriately and strengthen their competitive positions.
These technologies can support hundreds of millions of queries per day. The technology currently has covered departure or arrival cities worldwide and accommodates various languages. We have also built intelligent tools and machine learning technologies for ecosystem partners to strengthen their competitive positions.
Users not only have plenty of options for what and when to book in-destination activities, but also can book at the last minute in a quick and straightforward manner on our platform. As of December 31, 2023, we offered approximately 300,000 in-destination activities around the world.
Users not only have plenty of options for what and when to book in-destination activities, but also can book at the last minute in a quick and straightforward manner on our platform. As of December 31, 2024, we offered over 300,000 in-destination activities around the world.
According to the PRC Patent Law, any entity or individual that seeks to exploit a patent owned by another party should enter into a patent license contract with the patent owner concerned and pay patent royalties to the patent owner.
Any entity or individual that seeks to exploit a patent owned by another party should enter into a patent license contract with the patent owner concerned and pay patent royalties to the patent owner.
(8) Hui Cao and Hui Wang hold 60% and 40% of the equity interest in Beijing Qu Na Information Technology Co., Ltd., respectively. We are a holding company incorporated in the Cayman Islands and rely on dividends from our subsidiaries in China and globally and consulting and other fees paid to our subsidiaries by the VIEs in China.
(7) Hui Cao and Hui Wang hold 60% and 40% of the equity interest in Beijing Qu Na Information Technology Co., Ltd., respectively. 73 Table of Contents We are a holding company incorporated in the Cayman Islands and rely on dividends from our subsidiaries in China and globally and consulting and other fees paid to our subsidiaries by the VIEs in China.
As a result of the technology applied in accommodation search, we are able to attract and retain users and improve their overall experiences. 70 Table of Contents Marketing and Brand Awareness Through a combination of online and offline marketing, brand promotion, cross-marketing, and rewards program, we have created strong brands that are commonly associated in China with travel products and services and user support.
As a result of the technology applied in accommodation search, we are able to attract and retain users and improve their overall experiences. Marketing and Brand Awareness Through a combination of online and offline marketing, brand promotion, cross-marketing, and rewards program, we have created strong brands associated with travel products and services and user support.
Air Tickets We sell air tickets as an agent for substantially all domestic PRC airlines and major international airlines operating flights. As of December 31, 2023, we offered flights from over 600 global airlines, covering over 3,400 airports in over 220 countries and regions.
Air Tickets We sell air tickets as an agent for substantially all PRC airlines and major international airlines operating flights. As of December 31, 2024, we offered flights from over 640 global airlines, covering over 3,400 airports in over 220 countries and regions.
In December 2020, the China Banking and Insurance Regulatory Commission issued the Measures on the Supervision and Administration of Internet Insurance Business, which came into effect on February 1, 2021, pursuant to which internet insurance businesses should be carried out by insurance institutions legally established, including insurance companies and insurance intermediaries, and the insurance institutions are required to run an online platform operated in-house that satisfy certain conditions.
Pursuant to the Measures on the Supervision and Administration of Internet Insurance Business, which came into effect on February 1, 2021, internet insurance businesses should be carried out by insurance institutions legally established, including insurance companies and insurance intermediaries, and the insurance institutions are required to run an online platform operated in-house that satisfy certain conditions.
PRC Government Regulations Current PRC laws and regulations impose restrictions on foreign ownership of the travel agency and value-added telecommunications businesses in China. As a result, we conduct these businesses in China through contractual arrangements with the VIEs as well as certain independent travel agencies.
PRC Regulations Current PRC laws and regulations impose restrictions on foreign ownership of certain businesses in China. As a result, we conduct these businesses in China through contractual arrangements with the VIEs as well as certain independent travel agencies.
According to the Administrative Measures on Internet Information Services, the internet information services is classified into commercial internet information services and non-commercial internet information services; an operator of commercial internet information services must obtain a value-added telecommunications operating license for the provision of internet information services from the appropriate telecommunications authorities.
According to the Administrative Measures on Internet Information Services last amended on January 8, 2011, the internet information services is classified into commercial internet information services and non-commercial internet information services; an operator of commercial internet information services must obtain a value-added telecommunications operating license for the provision of internet information services from the appropriate telecommunications authorities.
In 2023, we streamlined and optimized our offline stores to strengthen our competitive advantage of online channels. As of December 31, 2023, we had approximately 5,700 offline stores across approximately 300 cities in China. User-Centric Approach Our users are at the center of our business’s philosophy and operations.
In 2024, we streamlined and optimized our offline stores to strengthen our competitive advantage of online channels. As of December 31, 2024, we had approximately 6,000 offline stores across approximately 300 cities in China. User-Centric Approach. Our users are at the center of our business’s philosophy and operations.
On June 24, 2022, the Standing Committee of the National People’s Congress adopted an amendment to the PRC Anti-Monopoly Law, which introduced a “safe harbor” for vertical monopoly agreements entered into by operators whose market share falls below a specific threshold to be set by the SAMR, granted the SAMR the power to suspend the review period in merger investigations under specified circumstances, allowed public prosecutors to bring a civil public interest lawsuit based on monopolistic behaviors, and significantly increased the penalties for violation of PRC Anti-Monopoly Law, among others.
The PRC Anti-Monopoly Law, which was last amended on June 24, 2022, introduced a “safe harbor” for vertical monopoly agreements entered into by operators whose market share falls below a specific threshold to be set by the SAMR, granted the SAMR the power to suspend the review period in merger investigations under specified circumstances, allowed public prosecutors to bring a civil public interest lawsuit based on monopolistic behaviors, and significantly increased the penalties for violation of PRC Anti-Monopoly Law, among others.
We also opened up our platform to international partners, search engines, e-commerce platforms, and other channels to expand their business opportunities and increase the offerings available to our users. As of December 31, 2023, our open platform provided over 1.7 million global accommodation listings, offered flights from over 600 airlines, and had a network of over 90,000 other ecosystem partners.
We also opened up our platform to international partners, search engines, e-commerce platforms, and other channels to expand their business opportunities and increase the offerings available to our users. As of December 31, 2024, our open platform provided approximately 1.5 million global accommodation listings, offered flights from over 640 airlines, and had a network of over 65,000 other ecosystem partners.
Strategic Investments and Acquisitions To further strengthen our competitive position in China and to become a major travel service provider in global markets, we constantly evaluate opportunities for strategic investments in, and acquisitions of, complementary businesses, assets and technologies and have made such investments and acquisitions from time to time. However, we have not made any material acquisitions since 2020.
Strategic Investments and Acquisitions To further strengthen our competitive position in global markets, we constantly evaluate opportunities for strategic investments in, and acquisitions of, complementary businesses, assets and technologies and have made such investments and acquisitions from time to time. However, we have not made any material acquisitions since 2020.
Leveraging our AI capabilities and travel insights accumulated over the past over 23 years, we have evolved from an emerging online travel transaction platform to a one-stop travel platform integrating a comprehensive suite of travel products and services and differentiated travel content.
Leveraging our AI capabilities and travel insights accumulated over the past years, we have evolved from an emerging online travel transaction platform to a one-stop travel platform integrating a comprehensive suite of travel products and services and differentiated travel content and connecting users and ecosystem partners from around the world.
According to the Regulations on the Security Protection of Critical Information Infrastructure which came into effect in September 2021, the critical information infrastructure operator must perform certain obligations to protect the critical information infrastructure’s security, including but not limited to, conducting network security test and risk assessment at least once a year.
According to the Regulations on the Security Protection of Critical Information Infrastructure, the critical information infrastructure operator must perform certain obligations to protect the critical information infrastructure’s security, including but not limited to, conducting network security test and risk assessment at least once a year.
The Implementation Rules of the PRC Consumer Protection Law was promulgated by the State Council on March 15, 2024 and will come into effect on July 1, 2024, according to which, if the business operators adopt automatic extension, automatic renewal, or other similar mechanisms in connection with the provisions of their services, the business operators must prominently draw the attention of the consumers before they accept the service and before the dates of automatic extension, automatic renewal, or effectiveness of other mechanisms.
The Implementation Rules of the PRC Consumer Protection Law came into effect on July 1, 2024, according to which, if the business operators adopt automatic extension, automatic renewal, or other similar mechanisms in connection with the provisions of their services, the business operators must prominently draw the attention of the consumers before they accept the service and before the dates of automatic extension, automatic renewal, or effectiveness of other mechanisms.
Under the currently effective PRC Patent Law, the protection period of a patent right for invention patents is 20 years and the protection period of a patent right for utility model patents and design patents is 10 years, both commencing from the filing date.
The protection period of a patent right for invention patents is 20 years and the protection period of a patent right for utility model patents and design patents is 10 years, both commencing from the filing date.
Offline Channels In addition to our nine customer service centers located in China and abroad, we have offline stores with our business partners to serve our users who prefer an in-person experience. In our offline stores, we provide users with one-stop services, such as travel consultation services and other local support and assistance.
In addition to our nine customer service centers and 16 call centers located around the world, we have offline stores with our business partners to serve our users who prefer an in-person experience. In our offline stores, we provide users with one-stop services, such as travel consultation services and other local support and assistance.
Among the corporate clients we have served, there are approximately 960,000 small and medium-sized enterprises and over 15,000 large enterprises, including over 300 Fortune 500 companies and over 180 Top 500 Chinese Enterprises. We provide our corporate clients with business visits, incentive trips, meetings and conferences, travel data collection and analysis, and industry benchmarking.
Among the approximately 1,000,000 corporate clients we have served, there are over 300 Fortune 500 companies and over 180 Top 500 Chinese Enterprises. We provide our corporate clients with business visits, incentive trips, meetings and conferences, travel data collection and analysis, and industry benchmarking.
In December 2020, the NDRC and the Ministry of Commerce further promulgated the Foreign Investment Security Review Measures, which came into effect on January 18, 2021. These measures require direct or indirect investment by foreign investors of PRC companies engaged in military-related or certain other industries be subject to security review before consummation of any such investment.
The Foreign Investment Security Review Measures came into effect on January 18, 2021, which require direct or indirect investment by foreign investors of PRC companies engaged in military-related or certain other industries be subject to security review before consummation of any such investment.
In November 2020, the China Banking and Insurance Regulatory Commission promulgated the Provisions on the Supervision and Administration of Insurance Agencies, which came into effect on January 1, 2021, pursuant to which an “insurance agency” refers to an agent that is instructed by and receives commissions from insurance companies to handle insurance services to the extent authorized by the insurance companies, including professional insurance agencies, sideline insurance agencies, and individual insurance agents.
The Provisions on the Supervision and Administration of Insurance Agencies, which came into effect on January 1, 2021, provide that an “insurance agency” refers to an agent that is instructed by and receives commissions from insurance companies to handle insurance services to the extent authorized by the insurance companies, including professional insurance agencies, sideline insurance agencies, and individual insurance agents.
Pursuant to the Measures for the Filing of Patent Licensing Contracts promulgated by the State Intellectual Property Office on June 27, 2011 and effective on August 1, 2011, the State Intellectual Property Office is responsible for filing of patent licensing contracts nationwide and the parties concerned must complete filing formalities within three months from the effective date of a patent licensing contract.
Pursuant to the Measures for the Filing of Patent Licensing Contracts, the State Intellectual Property Office is responsible for filing of patent licensing contracts nationwide and the parties concerned must complete filing formalities within three months from the effective date of a patent licensing contract.
We provide marketing planning and travel media services to our ecosystem partners, as well as a wide range of advertising services to pan-industry brand partners.
Other Travel-Related Services Our other travel-related services primarily include online advertising and financial services. We provide marketing planning and travel media services to our ecosystem partners, as well as a wide range of advertising services to pan-industry brand partners.
We have also worked with major internet portals and leading mobile applications in their respective sectors to advertise locally and also have worked with top smart phone manufacturers to increase the number of our app downloads and promote more activations and transactions.
We have purchased related keywords or directory links to direct potential users to our websites. We have also worked with major internet portals and leading mobile applications in their respective sectors to advertise locally and also have worked with top smart phone manufacturers to increase the number of our app downloads and promote more activations and transactions.
According to the Circular on Optimizing Administration of Foreign Exchange to Support the Development of Foreign-related Business issued by SAFE on April 10, 2020, eligible enterprises are allowed to make domestic payments by using their income under capital accounts, such as capital funds, foreign debts and the proceeds from overseas listing, without submitting the evidentiary materials concerning authenticity of such capital for banks in advance; provided that their capital use is authentic and in compliance with administrative regulations on the use of income under capital accounts.
Eligible enterprises are allowed to make domestic payments by using their income under capital accounts, such as capital funds, foreign debts and the proceeds from overseas listing, without submitting the evidentiary materials concerning authenticity of such capital for banks in advance; provided that their capital use is authentic and in compliance with administrative regulations on the use of income under capital accounts.
On August 31, 2018, the Standing Committee of the National People’s Congress promulgated the PRC E-Commerce Law, which came into effect on January 1, 2019. The PRC E-commerce Law imposes a series of requirements on e-commerce operators including e-commerce platform operators, merchants operating on the platform and the individuals and entities carrying out business online.
The PRC E-Commerce Law, which came into effect on January 1, 2019, imposes a series of requirements on e-commerce operators including e-commerce platform operators, merchants operating on the platform and the individuals and entities carrying out business online.
As of December 31, 2023, we had nine customer service centers located in China and abroad, including Shanghai, Nantong, Guangzhou, Manila, Bangkok, Kuala Lumpur, Tokyo, Seoul, and Edinburgh. These customer service centers are staffed with in-house travel specialists who have participated in a formal training program before commencing work.
We are committed to maintaining high service standards worldwide. As of December 31, 2024, we had nine customer service centers located around the world, including in Shanghai, Nantong, Guangzhou, Manila, Bangkok, Kuala Lumpur, Tokyo, Seoul, and Edinburgh. These customer service centers are staffed with in-house travel specialists who have participated in a formal training program before commencing work.
Our online reservation and fulfillment infrastructure enables our users to explore, search, reserve, and purchase travel products and other value-added services through our online channels in China, and have continued to expand globally. For the year ended December 31, 2023, over 90% of our total transaction orders were executed through our mobile channels.
Our online channels consist of our mobile applications, other mobile access channels, and websites. Our online reservation and fulfillment infrastructure enables our users to explore, search, reserve, and purchase travel products and other value-added services through our online channels. For the year ended December 31, 2024, over 90% of our total transaction orders were executed through our mobile channels.
According to these regulations, employers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, maternity insurance and housing funds.
According to the PRC Social Insurance Law the Provisional Regulations on the Collection and Payment of Social Insurance Premium and the Regulations on the Administration of Housing Fund, employers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, maternity insurance and housing funds.
The proportion of willingness-based foreign exchange settlement of capital for foreign-invested enterprises is temporarily set at 100%. SAFE can adjust such proportion in due course based on the circumstances of the international balance of payments.
The bank in charge must conduct post spot checking in accordance with the requirements. The proportion of willingness-based foreign exchange settlement of capital for foreign-invested enterprises is temporarily set at 100%. SAFE can adjust such proportion in due course based on the circumstances of the international balance of payments.
The PRC government authorities have wide discretion in the interpretation and enforcement of these laws. As a major internet platform, we are exposed to risks of being deemed to be a critical information infrastructure operator or a network platform operator meeting the above criteria under the PRC cybersecurity laws.
As a major internet platform, we are exposed to risks of being deemed to be a critical information infrastructure operator or a network platform operator meeting the above criteria under the PRC cybersecurity laws.
On December 30, 2019, the Ministry of Commerce and the SAMR jointly promulgated the Measures on Reporting of Foreign Investment Information, which came into effect on January 1, 2020. Foreign investors or foreign-invested enterprises must submit investment information to the commerce administrative authorities through the Enterprise Registration System and the National Enterprise Credit Information Publicity System.
The Measures on Reporting of Foreign Investment Information, jointly promulgated by the Ministry of Commerce and the SAMR and effective since January 1, 2020, provide that foreign investors or foreign-invested enterprises must submit investment information to the commerce administrative authorities through the Enterprise Registration System and the National Enterprise Credit Information Publicity System.
The SOS service currently covers three major categories: (i) support in emergencies such as natural disasters and terrorist attacks, (ii) support in case of injury or illness during the journey, including assistance in medical treatment, delivery of medicines, and translation services, and (iii) assistance provided when valuables are lost during the journey, including assistance in the recovery of lost property and eventually bringing the property back to the home country. 69 Table of Contents Technology Since our inception, we have been able to support the growth in our online and offline traffic and transactions with our technology and infrastructure.
The SOS service currently covers three major categories: (i) support in emergencies such as natural disasters and terrorist attacks, (ii) support in case of injury or illness during the journey, including assistance in medical treatment, delivery of medicines, and translation services, and (iii) assistance provided when valuables are lost during the journey, including assistance in the recovery of lost property and eventually bringing the property back to the home country.
Regulations Relating to Anti-Monopoly and Anti-Unfair Competition According to the PRC Anti-Unfair Competition Law, which was adopted by the Standing Committee of the National People’s Congress on September 2, 1993, came into effect as of December 1, 1993, and last amended on April 23, 2019, unfair competition refers to that the operator disrupts the market competition order and damages the legitimate rights and interests of other operators or consumers in violation of the provisions of the PRC Anti-Unfair Competition Law in the production and operating activities.
Regulations Relating to Anti-Monopoly and Anti-Unfair Competition According to the PRC Anti-Unfair Competition Law, which was last amended on April 23, 2019, unfair competition refers to that the operator disrupts the market competition order and damages the legitimate rights and interests of other operators or consumers in violation of the provisions of the PRC Anti-Unfair Competition Law in the production and operating activities.
However, according to the Notice on the Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, which was promulgated by the State Taxation Administration on February 20, 2009 and came into effect on the same date, if the PRC tax authorities determine, in their discretion, that a company benefits unjustifiably from such reduced income tax rate due to a transaction or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement of the Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties issued by the State Taxation Administration on February 3, 2018 and effective on April 1, 2018, if an applicant’s business activities do not constitute substantive business activities, it could result in the negative determination of the applicant’s status as a “beneficial owner,” and consequently, the applicant could be precluded from enjoying the above-mentioned reduced income tax rate of 5% under the Arrangement for the Avoidance of Double Taxation and Tax Evasion between Mainland China and Hong Kong. 83 Table of Contents Value-Added Tax All taxpayers selling goods or providing processing, repairing, or replacement labor services, sales of services, intangible assets and real property and importing goods in China must pay a value-added tax in accordance with the Provisional Regulations on Value-added Tax and its implementation rules.
However, according to the Notice on the Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, which came into effect on February 20, 2009, if the PRC tax authorities determine, in their discretion, that a company benefits unjustifiably from such reduced income tax rate due to a transaction or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement of the Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties effective on April 1, 2018, if an applicant’s business activities do not constitute substantive business activities, it could result in the negative determination of the applicant’s status as a “beneficial owner,” and consequently, the applicant could be precluded from enjoying the above-mentioned reduced income tax rate of 5% under the Arrangement for the Avoidance of Double Taxation and Tax Evasion between Mainland China and Hong Kong.
According to these regulations, labor contracts in written form must be executed to establish labor relationships between employers and employees. In addition, wages cannot be lower than local minimum wage.
Regulations Relating to Labor and Social Security According to the PRC Labor Law, the PRC Labor Contract Law and the Implementation Regulations on PRC Labor Contract Law, labor contracts in written form must be executed to establish labor relationships between employers and employees. In addition, wages cannot be lower than local minimum wage.
The PRC Tourism Law aims to protect tourists’ and tour operators’ legal rights, regulate travel market, protect and make a reasonable use of travel resources, and promote the development of travel industry, and sets forth specific requirements for the operation of travel agencies.
Restrictions Relating to Travel Agency The PRC Tourism Law, which was last amended in 2018, aims to protect tourists’ and tour operators’ legal rights, regulate travel market, protect and make a reasonable use of travel resources, and promote the development of travel industry, and sets forth specific requirements for the operation of travel agencies and the activities in which travel agencies are prohibited to engage.
(2) The 57% owners of Qunar Cayman Islands Limited are several non-U.S. investment entities, namely M Strat Holdings, L.P., Momentum Strategic Holdings, L.P., Ocean Management Limited, and Earthly Paradise Investment Fund L.P., which are consolidated by us under U.S. GAAP.
Notes: (1) Indirectly owned through Blossom International Holding (formerly known as Trip.com International), a Cayman Islands company. (2) The 57% owners of Qunar Cayman Islands Limited are several non-U.S. investment entities, namely M Strat Holdings, L.P., Momentum Strategic Holdings, L.P., Ocean Management Limited, and Earthly Paradise Investment Fund L.P., which are consolidated by us under U.S. GAAP.
As of December 31, 2023, significant VIEs included Ctrip Commerce (VIE), Shanghai Huacheng (VIE), Chengdu Ctrip (VIE), and Qunar Beijing (VIE). The contractual arrangements that we entered into with the VIEs may be amended and/or restated from time to time.
As of December 31, 2024, significant VIEs and VIEs’ subsidiaries included Ctrip Commerce (VIE), Shanghai Huacheng (VIE), and Qunar Beijing (VIE). The contractual arrangements that we entered into with the VIEs may be amended and/or restated from time to time. We optimize the functions of various VIEs from time to time to avoid duplicative operations among these VIEs.
Regulations Relating to Advertising Business The PRC Advertisement Law, which was promulgated by the Standing Committee of the National People’s Congress on October 27, 1994 and last amended on April 29, 2021, requires advertisers to ensure that the content of the advertisements are true.
Regulations Relating to Advertising Business The PRC Advertisement Law, which was last amended on April 29, 2021, requires advertisers to ensure that the content of the advertisements are true.
According to these measures, the product seller or the service provider who markets any product or service through live streaming on the internet, which constitutes a commercial advertisement, must take the corresponding responsibilities and perform obligations of advertisers in accordance with the laws and regulations, and the live streaming operators and marketers should also take corresponding responsibilities and perform obligations if they provide advertising design, production, agency, or publishing services or constitutes an advertising endorsement. 80 Table of Contents Regulations Relating to Insurance Business In April 2021, the China Banking and Insurance Regulatory Commission promulgated the Administrative Measures for Licenses of Banking and Insurance Institutions, which came into effect on July 1, 2021.
According to these measures, the product seller or the service provider who markets any product or service through live streaming on the internet, which constitutes a commercial advertisement, must take the corresponding responsibilities and perform obligations of advertisers in accordance with the laws and regulations, and the live streaming operators and marketers should also take corresponding responsibilities and perform obligations if they provide advertising design, production, agency, or publishing services or constitutes an advertising endorsement.
We also provide travel insurance products, such as flight delay insurance, air accident insurance, and baggage loss coverage, and various ancillary value-added services built around users’ air travel needs, such as air-ticket delivery, online check-in and seat selection, express security screening, real-time flight status tracker, and airport VIP lounge services. 67 Table of Contents Other Tickets Other tickets covered by our transportation ticketing service include train, long-distance bus, and ferry tickets.
We also provide travel insurance products, such as flight delay insurance, air accident insurance, and baggage loss coverage, and various ancillary value-added services built around users’ air travel needs, such as air-ticket delivery, online check-in and seat selection, express security screening, real-time flight status tracker, and airport VIP lounge services.
For the year ended December 31, 2023 and up to the date of this annual report, we had not been subject to any material fines or other penalties due to non-compliance with health, work safety, social, or environmental regulations.
For the year ended December 31, 2024 and up to the date of this annual report, we had not been subject to any material fines or other penalties due to non-compliance with health, work safety, social, or environmental regulations. 61 Table of Contents Government Regulations As a global business, we are subject to changing government regulations across multiple jurisdictions.
The regulations applicable to the prevailing value-added tax are the Notice of the Ministry of Finance and the State Taxation Administration on Adjusting Value added Tax Rates, issued on April 4, 2018 and came into effect on May 1, 2018, and the Notice of the Ministry of Finance, the State Taxation Administration and the General Administration of Customs on Relevant Policies for Deepening Value Added Tax Reform, issued on March 20, 2019 and came into effect on April 1, 2019.
The regulations applicable to the prevailing value-added tax are the Notice of the Ministry of Finance and the State Taxation Administration on Adjusting Value added Tax Rates and the General Administration of Customs on Relevant Policies for Deepening Value Added Tax Reform.
In February 2021, the Anti-Monopoly Guidelines for the Internet Platform Economy Sector were promulgated by the Anti-Monopoly Commission of the State Council. These guidelines outline certain practices that may, if without justifiable reasons, constitute abuse of dominant position. The guidelines also expressly state that concentration involving variable interest entities will also be subject to antitrust filing requirements.
This amendment emphasized the enforcement of PRC Anti-Monopoly Law in the internet and other key industries. The Anti-Monopoly Guidelines for the Internet Platform Economy Sector outline certain practices that may, if without justifiable reasons, constitute abuse of dominant position. The guidelines also expressly state that concentration involving variable interest entities will also be subject to antitrust filing requirements.
User Support We provide user support online and offline through multiple channels such as calls, instant messaging, email, and social networks, in multiple media formats such as voice, text, image, and video, 24 hours a day, seven days a week.
We have diversified our live streaming distribution channels by collaborating with leading live streaming platforms. 56 Table of Contents User Support We provide user support online and offline through multiple channels such as calls, instant messaging, email, and social networks, in multiple media formats such as voice, text, image, and video, 24 hours a day, seven days a week.
Regulations Relating to Foreign Investment in China Foreign Investment Industrial Policy Investments activities in China by foreign investors are principally governed by the Catalog for the Encouragement of Foreign Investment Industries (2022 Edition) and the 2021 Negative List promulgated by the Ministry of Commerce and the NDRC, which came into effect on January 1, 2023 and January 1, 2022, respectively.
Regulations Relating to Foreign Investment in China Foreign Investment Industrial Policy Investments activities in China by foreign investors are principally governed by the Catalog for the Encouragement of Foreign Investment Industries (2022 Edition) and the 2024 Negative List promulgated by the Ministry of Commerce and the NDRC, which set forth the industries in which foreign investments are encouraged, restricted, and prohibited.
The regulations, among other things, further purport to require that an overseas special purpose vehicle directly or indirectly controlled by PRC domestic individuals or entities for the purpose of overseas listing to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. 85 Table of Contents On July 6, 2021, the PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law.
The regulations, among other things, further purport to require that an overseas special purpose vehicle directly or indirectly controlled by PRC domestic individuals or entities for the purpose of overseas listing to obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.
As of December 31, 2023, we held over 1,200 computer software copyrights and over 200 other copyrights registered with the PRC Copyright Administration. 72 Table of Contents As of December 31, 2023, we had over 300 registered domain names in China, including ctrip.com, and approximately 30 registered domain names outside China, including trip.com, all of which have been registered with www.markmonitor.com, and we have full legal rights over these domain names.
As of December 31, 2024, we had over 300 registered domain names in China, including ctrip.com, and approximately 30 registered domain names outside China, including trip.com, all of which have been registered with www.markmonitor.com, and we have full legal rights over these domain names.
Regulations Relating to Dividend Distributions The principal laws and regulations regulating the dividend distribution of dividends by foreign-invested enterprises in China include the PRC Company Law, the latest amended edition of which will come into effect on July 1, 2024, and the PRC Foreign Investment Law.
Regulations Relating to Dividend Distributions The principal laws and regulations regulating the dividend distribution of dividends by foreign-invested enterprises in China include the PRC Company Law and the PRC Foreign Investment Law.
Operating Results.” 71 Table of Contents User Privacy and Data Security Data security is crucial to our business operations. We have internal rules and policies to govern how we may use and share personal information, as well as protocols, technologies and systems in place to ensure that such information will not be accessed or disclosed improperly.
We have internal rules and policies to govern how we may use and share personal information, as well as protocols, technologies and systems in place to ensure that such information will not be accessed or disclosed improperly.
We consistently refine our product interfaces to enable an increasingly frictionless booking experience for our users with full transparency in pricing, terms, and value-added services. We extend good care for our users by providing 24/7 user support all along their trips.
We consistently refine our product interfaces to enable an increasingly frictionless booking experience for our users with full transparency in pricing, terms, and value-added services.
(6) Min Fan and Qi Shi hold 99.5% and 0.5% of the equity interest in Chengdu Ctrip Travel Agency Co., Ltd., respectively. (7) Bo Sun and Maohua Sun hold 89.8% and 10.2% of the equity interest in Shanghai Ctrip Commerce Co., Ltd., respectively.
(6) Bo Sun and Maohua Sun hold 89.8% and 10.2% of the equity interest in Shanghai Ctrip Commerce Co., Ltd., respectively.
The security protection departments are responsible for organizing the identification of critical information infrastructure in their respective industries and areas in accordance with the identification rules, and will inform the identification results to the operators in a timely manner and report such results to the public security department of the State Council. 79 Table of Contents In July 2022, the CAC promulgated the Security Assessment Measures for Data Outbound Transfer, which came into effect on September 1, 2022.
The security protection departments are responsible for organizing the identification of critical information infrastructure in their respective industries and areas in accordance with the identification rules, and will inform the identification results to the operators in a timely manner and report such results to the public security department of the State Council.
Since most of our users are from China, to date, the third quarter of each year generally contributes the highest portion of our annual net revenues primarily due to the strong demand for both leisure and business travel activities during the summer.
For example, in China, to date, the third quarter of each year generally contributes the highest portion of our annual net revenues primarily due to the strong demand for both leisure and business travel activities during the summer. These seasonality trends are difficult to discern in our historical results because our revenues have grown substantially since inception.
As of December 31, 2023, our products and services through Trip.com were available in 24 languages, 35 local currencies and 39 local sites, and our products and services through Skyscanner were available in 35 languages and over 50 countries and regions globally.
Qunar also maintains its main PRC site of Qunar through its subsidiaries and Qunar Beijing (VIE). As of December 31, 2024, our products and services through Trip.com were available in 24 languages, 35 local currencies and 40 local sites, and our products and services through Skyscanner were available in 35 languages and over 50 countries and regions globally.
Based on our travel product and service offerings, user base, and industry value chain, we also have obtained necessary licenses to facilitate users and ecosystem partners on our platform with our financial services, which mainly cover consumer financing, supply-chain financing, and a range of digital solutions for our users and ecosystem partners. 68 Table of Contents Content Offerings We consolidate and aggregate travel-related content for our users to help them get inspired by new travel ideas, make informed travel decisions, and share their travel experiences.
Based on our travel product and service offerings, user base, and industry value chain, we also have obtained necessary licenses to facilitate users and ecosystem partners on our platform with our financial services, which mainly cover consumer financing, and a range of digital solutions for our users and ecosystem partners.
We also opened approximately 5,700 offline stores as of December 31, 2023 to supplement our online marketing to acquire more consumers in the lower-tier cities in China and those who prefer an in-person experience.
We also opened approximately 6,000 offline stores as of December 31, 2024 to supplement our online marketing to acquire more consumers who prefer an in-person experience.
In October 2019, we changed our company name to “Trip.com Group Limited.” Since our inception, we have conducted the majority of our operations in China. We have also expanded our operations overseas since 2009.
In October 2019, we changed our company name to “Trip.com Group Limited.” Since our inception, we have conducted the majority of our operations in China. We have also expanded our operations overseas since 2009. On March 18, 2021, we effected a change to our authorized share capital by a one-to-eight subdivision of shares.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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If we do not have the intention to sell the security and it is not more likely than not that we will be required to sell the security before recovery of the amortized cost basis and we determine that the decline in fair value below the amortized cost basis of an available-for-sale security is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance for credit losses in the consolidated statements of (loss)/income.
If we do not have the intention to sell the security and it is not more likely than not that we will be required to sell the security before recovery of the amortized cost basis and we determine that the decline in fair value below the amortized cost basis of an available-for-sale security is entirely or partially due to credit-related factors, the credit loss is measured and recognized as an allowance for credit losses in the consolidated statements of income.
If the cost of acquisition is less than the fair value of the net assets of a subsidiary acquired, the difference is recognized directly in the consolidated statements of (loss)/income and comprehensive (loss)/income. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment.
If the cost of acquisition is less than the fair value of the net assets of a subsidiary acquired, the difference is recognized directly in the consolidated statements of income and comprehensive income. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment.
If the amortized cost basis of an available-for-sale security exceeds its fair value and if we have the intention to sell the security or it is more likely than not that we will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the consolidated statements of (loss)/income.
If the amortized cost basis of an available-for-sale security exceeds its fair value and if we have the intention to sell the security or it is more likely than not that we will be required to sell the security before recovery of the amortized cost basis, an impairment is recognized in the consolidated statements of income.
Holding Company Structure Trip.com Group Limited is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries and the VIEs in China. As a result, our ability to pay dividends mainly depends upon dividends paid by our PRC subsidiaries.
Holding Company Structure Trip.com Group Limited is a holding company with no material operations of its own. We conduct our operations primarily through our subsidiaries, and the VIEs and VIEs’ subsidiaries in China. As a result, our ability to pay dividends mainly depends upon dividends paid by our PRC subsidiaries.
Under PRC law, each of our subsidiaries and the VIEs in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital.
Under PRC law, each of our subsidiaries, and the VIEs and VIEs’ subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital.
We were in compliance with all of the applicable debt covenants as of December 31, 2023. • In June 2015, we issued convertible senior notes in an aggregate principal amount of US$400 million, which may be converted into our ADSs, at each holder’s option, at any time prior to the close of business on the second business day immediately preceding the maturity date of July 1, 2025 based on an initial conversion rate of 9.3555 of our ADSs per US$1,000 principal amount of notes.
We were in compliance with all of the applicable debt covenants as of December 31, 2024. • In June 2015, we issued convertible senior notes in an aggregate principal amount of US$400 million, which may be converted into our ADSs, at each holder’s option, at any time prior to the close of business on the second business day immediately preceding the maturity date of July 1, 2025 based on an initial conversion rate of 9.3555 of our ADSs per US$1,000 principal amount of notes.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2024 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2025 that are reasonably likely to have a material effect on our net revenues, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.
As of December 31, 2023, we qualitatively assessed various events and circumstances, including macroeconomics conditions, industry and market considerations, our overall financial performance as well as the share price, and concluded by weighing all these factors in their entirety that it was not more likely than not the fair value of our single reporting unit was lower than its carrying value.
As of December 31, 2024, we qualitatively assessed various events and circumstances, including macroeconomics conditions, industry and market considerations, our overall financial performance as well as the share price, and concluded by weighing all these factors in their entirety that it was not more likely than not the fair value of our single reporting unit was lower than its carrying value.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2023. While the above indicates our material cash requirements as of December 31, 2023, the actual amounts we are eventually required to pay may be different in the event that any agreements are renegotiated, canceled or terminated.
Other than as discussed above, we did not have any significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024. While the above indicates our material cash requirements as of December 31, 2024, the actual amounts we are eventually required to pay may be different in the event that any agreements are renegotiated, canceled or terminated.
There was no impairment of goodwill during the years ended December 31, 2021, 2022, and 2023. Separately identifiable intangible assets that have determinable lives continue to be amortized and consist primarily of non-compete agreements, customer list, supplier relationship, technology, business relationship and payment business license as of December 31, 2022 and 2023.
There was no impairment of goodwill during the years ended December 31, 2022, 2023, and 2024. Separately identifiable intangible assets that have determinable lives continue to be amortized and consist primarily of non-compete agreements, customer list, supplier relationship, technology, business relationship and payment business license as of December 31, 2023 and 2024.
We amortize intangible assets on a straight-line basis over their estimated useful lives, which is 3 to 15 years. The estimated life of amortized intangibles is reassessed if circumstances occur that indicate the life has changed. Other intangible assets that have indefinite useful life primarily include trademark and domain names.
We amortize intangible assets on a straight-line basis over their estimated useful lives, which is 2 to 15 years. The estimated life of amortized intangibles is reassessed if circumstances occur that indicate the life has changed. Other intangible assets that have indefinite useful life primarily include trademark and domain names.
If different judgments or estimates had been utilized, however, material differences could have resulted in the amount and timing of the impairment charge. 95 Table of Contents Share-Based Compensation . We follow ASC 718 “Stock Compensation,” to account for the share-based payments.
If different judgments or estimates had been utilized, however, material differences could have resulted in the amount and timing of the impairment charge. 80 Table of Contents Share-Based Compensation . We follow ASC 718 “Stock Compensation,” to account for the share-based payments.
If this comparison indicates that there is impairment, we recognize impairment of long-lived assets to the extent the carrying amount of such assets exceeds the fair value. In 2021, 2022, and 2023, we did not recognize any impairment charges for goodwill, intangible assets or long-lived assets.
If this comparison indicates that there is impairment, we recognize impairment of long-lived assets to the extent the carrying amount of such assets exceeds the fair value. In 2022, 2023, and 2024, we did not recognize any impairment charges for goodwill, intangible assets or long-lived assets.
Our cash and cash equivalents consist of cash on hand and liquid investments which are unrestricted as to withdrawal or use. Our financing activities consist of issuance and sale of our ordinary shares, convertible senior notes and exchangeable senior notes to investors and related parties and borrowings from third-party lenders.
Our cash and cash equivalents consist of cash on hand and liquid investments which are unrestricted as to withdrawal or use. Our financing activities consist of issuance and sale of our ordinary shares, convertible senior notes and exchangeable senior notes to investors and borrowings from third-party lenders.
Some of our PRC subsidiaries and VIEs allocate a portion of its after-tax profits after contribution of statutory reserve funds based on PRC accounting standards to a discretionary surplus funds at its discretion. The statutory reserve funds are not distributable as cash dividends.
Some of our PRC subsidiaries and VIEs is required to allocate a portion of its after-tax profits after contribution of statutory reserve funds based on PRC accounting standards to a discretionary surplus funds at its discretion. The statutory reserve funds are not distributable as cash dividends.
Revenue from other businesses comprise primarily of online advertising services and financial services, which are recognized ratably over the time or upon relevant performance obligations being fulfilled. Business Combination. We apply ASC 805 “Business Combination,” which requires that all business combinations not involving entities or business under common control be accounted for under the acquisition method.
Revenue from other businesses comprise primarily of online advertising services and financial services, which are recognized ratably over the time or upon relevant performance obligations being fulfilled. 78 Table of Contents Business Combination. We apply ASC 805 “Business Combination,” which requires that all business combinations not involving entities or business under common control be accounted for under the acquisition method.
We are the go-to destination for travelers in China, and increasingly for travelers around the world, to explore travel and get inspired, to make informed and cost-effective travel bookings, and to enjoy hassle-free, on-the-go support and share travel experience.
We are the go-to destination for travelers in Asia, and increasingly for travelers around the world, to explore travel and get inspired, to make informed and cost-effective travel bookings, and to enjoy hassle-free, on-the-go support and share travel experience.
The most significant variables in these valuations are discount rates, terminal values, growth rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. 93 Table of Contents Fair Value of Available-for-sale Debt Investments.
The most significant variables in these valuations are discount rates, terminal values, growth rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Fair Value of Available-for-sale Debt Investments.
The change in our effective tax rate was primarily due to the combined impacts of changes in respective profitability of its subsidiaries with different tax rates, changes in deferred tax liabilities relating to withholding tax, certain non-taxable income or loss resulting from the fair value changes in equity securities investments and exchangeable senior notes recorded in other income/(expense), and changes in valuation allowance provided for deferred tax assets.
The change in our effective tax rate was primarily due to the combined impacts of (i) changes in respective profitability of its subsidiaries with different tax rates, (ii) changes in deferred tax liabilities relating to withholding tax, (iii) certain non-taxable income or loss resulting from the fair value changes in equity securities investments and exchangeable senior notes recorded in other income/(expense), and (iv) changes in valuation allowance provided for deferred tax assets.
Details of the fair value measurement of available-for-sale debt investments, particularly the fair value hierarchy, the valuation techniques and key inputs, including significant unobservable inputs, the relationship of unobservable inputs to fair value are disclosed in Note 8 of the audited consolidated financial statements included elsewhere in this annual report. Investment.
Details of the fair value measurement of available-for-sale debt investments, particularly the fair value hierarchy, the valuation techniques and key inputs, including significant unobservable inputs, the relationship of unobservable inputs to fair value are disclosed in Note 8 of the audited consolidated financial statements included elsewhere in this annual report. 79 Table of Contents Investment.
In the future, we will continue to invest in technology to further enhance our operations, which may increase our capital expenditure or operating costs but should improve our operating and cost efficiency and service quality in the long run. Seasonality Our users generally come to our platform for travel products and services to satisfy their leisure and business trip needs.
In the future, we will continue to invest in technology to further enhance our operations, which may increase our capital expenditure or operating costs but should improve our operating and cost efficiency and service quality in the long run. 75 Table of Contents Seasonality Our users generally come to our platform for travel products and services to satisfy their leisure and business trip needs.
Sales and marketing expenses as a percentage of our net revenues were 25%, 21%, and 21% in 2021, 2022, and 2023, respectively. General and administrative expenses primarily include payroll compensation, benefits and travel expenses for our administrative staff, credit losses, professional service fees, and administrative office expenses.
Sales and marketing expenses as a percentage of our net revenues were 21%, 21%, and 22% in 2022, 2023, and 2024, respectively. General and administrative expenses primarily include payroll compensation, benefits and travel expenses for our administrative staff, credit losses, professional service fees, and administrative office expenses.
Nine of our PRC subsidiaries and two of the VIEs benefit from a preferential tax rate of 15% by either qualifying as high and new technology enterprises or qualifying under the Catalog of Encouraged Industries in Western Regions under the PRC Enterprise Income Tax Law.
Seventeen of our PRC subsidiaries and three of the VIEs benefit from a preferential tax rate of 15% by either qualifying as high and new technology enterprises or qualifying under the Catalog of Encouraged Industries in Western Regions under the PRC Enterprise Income Tax Law.
General and administrative expenses increased by 31% to RMB3.7 billion (US$527 million) in 2023 from RMB2.8 billion in 2022, primarily due to an increase in general and administrative personnel related expenses. Interest Income Interest income remained stable and amounted to RMB2.1 billion (US$294 million) in 2023, as compared to RMB2.0 billion in 2022.
General and Administrative . General and administrative expenses increased by 31% to RMB3.7 billion in 2023 from RMB2.8 billion in 2022, primarily due to an increase in general and administrative personnel related expenses. Interest Income Interest income remained stable and amounted to RMB2.1 billion in 2023, as compared to RMB2.0 billion in 2022.
Interest Expense Interest expense increased by 37% to RMB2.1 billion (US$291 million) in 2023 from RMB1.5 billion in 2022, primarily due to higher interest rate of long-term debt in 2023. 98 Table of Contents Other Income/(Expense) Other expense was RMB667 million (US$94 million) in 2023, compared to other income of RMB2.0 billion in 2022.
Interest Expense Interest expense increased by 37% to RMB2.1 billion in 2023 from RMB1.5 billion in 2022, primarily due to higher interest rate of long-term debt in 2023. Other Income/(Expense) Other expense was RMB667 million (US$94 million) in 2023, compared to other income of RMB2.0 billion in 2022.
Product development expenses as a percentage of our net revenues were 45%, 42%, and 27% in 2021, 2022, and 2023, respectively. Sales and marketing expenses primarily include payroll compensation and benefits for our sales and marketing personnel, advertising expenses, and other related marketing and promotion expenses.
Product development expenses as a percentage of our net revenues were 42%, 27%, and 25% in 2022, 2023, and 2024, respectively. Sales and marketing expenses primarily include payroll compensation and benefits for our sales and marketing personnel, advertising expenses, and other related marketing and promotion expenses.
As of December 31, 2021, 2022, and 2023, a valuation allowance of RMB892 million, RMB1.5 billion, and RMB922 million (US$130 million), respectively, was provided primarily for net operating losses where it is more likely than not that the deferred tax assets resulting from such losses of certain subsidiaries will not be realized.
As of December 31, 2022, 2023, and 2024, a valuation allowance of RMB1.5 billion, RMB922 million and RMB712 million (US$98 million), respectively, was provided primarily for net operating losses where it is more likely than not that the deferred tax assets resulting from such losses of certain subsidiaries will not be realized.
Hence, we recorded valuation allowance against our gross deferred tax assets in order to reduce the deferred tax assets to the amount that is more likely than not to be realized. Allowance for Expected Credit Losses .
Hence, we recorded valuation allowance against our gross deferred tax assets in order to reduce the deferred tax assets to the amount that is more likely than not to be realized. 81 Table of Contents Allowance for Expected Credit Losses .
Other expense in 2023 primarily consisted of RMB1.5 billion (US$212 million) fair value loss of equity securities investments and exchangeable senior notes and RMB115 million (US$16 million) impairments of long-term investments, partially offset by the RMB608 million (US$86 million) government grants and RMB177 million (US$25 million) dividend from long-term investments.
Other expense in 2023 primarily consisted of RMB1.5 billion fair value loss of equity securities investments and exchangeable senior notes and RMB115 million impairments of long-term investments, partially offset by the RMB608 million government grants and RMB177 million dividend from long-term investments.
In addition, we have utilized and will continue to utilize the products and services of third parties to support our technology platform. D.
In addition, we have utilized and will continue to utilize the products and services of third parties to support our technology platform. 98 Table of Contents D.
We operate our transportation ticketing business primarily through our wholly-owned subsidiaries, the VIEs, and a network of ecosystem partners. Commissions from transportation ticketing rendered are recognized after tickets are issued as this is when our performance obligation is satisfied. Packaged tours .
We operate our transportation ticketing business primarily through our wholly-owned subsidiaries, the VIEs and VIEs’ subsidiaries, and a network of ecosystem partners. Commissions from ticketing reservations rendered are recognized when tickets are issued as this is when our performance obligation is satisfied.
Based on the guarantee arrangements, the maximum amount of the future payments is approximately RMB943 million (US$133 million), which is the guaranteed amount of the air ticket that we could issue rather than a financial guarantee.
Based on the guarantee arrangements, the maximum amount of the future payments is approximately RMB961 million (US$132 million), which is the guaranteed amount of the air ticket that we could issue rather than a financial guarantee.
Operating Results We are a leading one-stop travel platform globally, integrating a comprehensive suite of travel products and services and differentiated travel content.
Operating Results We are a leading one-stop travel service provider globally, integrating a comprehensive suite of travel products and services and differentiated travel content.
General and administrative expenses as a percentage of our net revenues were 15%, 14%, and 8% in 2021, 2022, and 2023, respectively. Taxation Our effective income tax rate was -57%, 26%, and 16% for 2021, 2022, and 2023, respectively. We are subject to various rates of income tax under different jurisdictions.
General and administrative expenses as a percentage of our net revenues were 14%, 8%, and 8% in 2022, 2023, and 2024, respectively. 77 Table of Contents Taxation Our effective income tax rate was 26%, 16%, and 15% for 2022, 2023, and 2024, respectively. We are subject to various rates of income tax under different jurisdictions.
The 2020 Exchangeable Notes are exchangeable, at the option of the holders and subject to certain conditions, into cash, ADSs of H World, or a combination thereof, at our election subject to certain conditions. The current exchange rate of the 2020 Exchangeable Notes is 25.6215 H World ADSs per US$1,000 principal amount of the notes.
The 2020 Exchangeable Notes are exchangeable, at the option of the holders and subject to certain conditions, into cash, ADSs of H World, or a combination thereof, at our election subject to certain conditions. The initial exchange rate of the 2020 Exchangeable Notes is 24.7795 H World ADSs per US$1,000 principal amount of the notes.
We offer a comprehensive suite of travel products and services leveraging our network of ecosystem partners. Our relationships with our expanding pool of ecosystem partners enable us to provide a diverse selection of travel offerings from budget to premium products and services, including long-tail and customized products, to satisfy the needs of our user base.
Our relationships with our expanding pool of ecosystem partners enable us to provide a diverse selection of travel offerings from budget to premium products and services, including long-tail and customized products, to satisfy the needs of our user base.
Major Factors Affecting Our Results of Operations Economy and travel industry trends As a leading travel platform both in China and globally, our business is driven by the demand for travel services in our key markets, especially in China. Demand for travel services primarily depends on the growth of the economy.
Major Factors Affecting Our Results of Operations Economy and travel industry trends As a leading travel service provider globally, our business is driven by the demand for travel services in our key markets. Demand for travel services primarily depends on the growth of the economy.
Accommodation Reservation . Accommodation reservation revenue increased by 133% to RMB17.3 billion (US$2.4 billion) in 2023 from RMB7.4 billion in 2022. This was in line with the 170% increase in accommodation reservation GMV (including Qunar), primarily due to the substantial recovery of travel market. Transportation Ticketing .
Accommodation reservation revenue increased by 133% to RMB17.3 billion in 2023 from RMB7.4 billion in 2022. This was in line with the 170% increase in accommodation reservation GMV, primarily due to the substantial recovery of travel market. Transportation Ticketing . Transportation ticketing revenue increased by 123% to RMB18.4 billion in 2023 from RMB8.3 billion in 2022.
The unused deposits are repaid at the end of the guaranteed period on an annual basis. As of December 31, 2023, the total quota of the air tickets that we were entitled to issue was up to RMB1.1 billion (US$153 million). The total amount of the deposit we paid was RMB147 million (US$21 million).
The unused deposits are repaid at the end of the guaranteed period on an annual basis. As of December 31, 2024, the total quota of the air tickets that we were entitled to issue was up to RMB1.1 billion (US$152 million). The total amount of the deposit we paid was RMB149 million (US$20 million).
The change in our effective tax rate was primarily due to the combined impacts of changes in respective profitability of its subsidiaries with different tax rates, certain non-taxable income or loss resulting from the fair value changes in equity securities investments and exchangeable senior notes, and changes in valuation allowance provided for deferred tax assets.
The change in effective tax rate was primarily due to the combined impacts of (i) changes in the respective profitability of our subsidiaries with different tax rates, (ii) changes in deferred tax liabilities relating to withholding tax, (iii) certain non-taxable income or loss resulting from the fair value changes in equity securities investments and exchangeable senior notes recorded in other income/(expense), and (iv) changes in valuation allowance provided for deferred tax assets.
Payment due within one year from December 31, 2023 for our debt obligations amounted to RMB27.4 billion (US$3.9 billion). Payment due after one year from December 31, 2023 for our debt obligations amounted to RMB20.2 billion (US$2.8 billion). The following sets forth our major debt obligations as of December 31, 2023 which require payments in subsequent periods.
Payment due after one year from December 31, 2024 for our debt obligations amounted to RMB20.6 billion (US$2.8 billion). The following sets forth our major debt obligations as of December 31, 2024 which require payments in subsequent periods.
The super-credit is not expected to continue after December 31, 2023. 92 Table of Contents If the PRC tax authorities determine that our Cayman Islands holding company is a “resident enterprise” for PRC enterprise income tax purposes, a withholding tax of 10% may be imposed on dividends that non-PRC resident enterprise holders of our ordinary shares or ADSs receive from us and on gains realized on their sale or other disposition of ordinary shares or ADSs, if such income is considered income derived from within mainland China.
If the PRC tax authorities determine that our Cayman Islands holding company is a “resident enterprise” for PRC enterprise income tax purposes, a withholding tax of 10% may be imposed on dividends that non-PRC resident enterprise holders of our ordinary shares or ADSs receive from us and on gains realized on their sale or other disposition of ordinary shares or ADSs, if such income is considered income derived from within mainland China.
Other income in 2022 primarily consisted of the RMB1.3 billion fair value gain of equity securities investments and exchangeable senior notes, RMB1.1 billion gain from the fair value remeasurement upon the discontinuance of the equity method of the investment, and RMB618 million government grants, partially offset by the RMB949 million impairments of long-term investments.
Other income in 2022 primarily consisted of the RMB1.3 billion fair value gain of equity securities investments and exchangeable senior notes, RMB1.1 billion gain from the fair value remeasurement upon the discontinuance of the equity method of the investment, and RMB618 million government grants, partially offset by the RMB949 million impairments of long-term investments. 85 Table of Contents Income Tax Expense Income tax expense increased to RMB1.8 billion in 2023 from RMB682 million in 2022.
As of December 31, 2021, 2022, and 2023, we recorded deferred tax assets, net of valuation allowances, of RMB1.7 billion, RMB1.3 billion, and RMB2.6 billion (US$363 million), respectively.
As of December 31, 2022, 2023, and 2024, we recorded deferred tax assets, net of valuation allowances, of RMB1.3 billion, RMB2.6 billion, and RMB3.3 billion (US$446 million), respectively.
Our ability to strengthen our brand recognition and maintain market position We operate some of the most recognized travel brands, including Ctrip, Qunar, Trip.com, and Skyscanner. Our ability to strengthen our brand recognition and maintain our market position among online travel agency platforms is critical for us to build and maintain relationships with our users and ecosystem partners.
Our ability to strengthen our brand recognition and maintain market position We operate some well-recognized travel brands, including Ctrip, Qunar, Trip.com, and Skyscanner. Our ability to strengthen our brand recognition and maintain our market position in travel market is critical for us to build and maintain relationships with our users and ecosystem partners.
Instead, we act as an agent in substantially all of our transactions. Our risk of loss due to obligations for canceled hotel and airline ticket reservations is thus relatively remote. Accordingly, we recognize revenues primarily based on commissions earned rather than transaction value.
Instead, we act as an agent in substantially all of our transactions. Our risk of loss due to obligations for canceled hotel and airline ticket reservations is thus relatively remote. Accordingly, we recognize revenues primarily based on commissions earned rather than transaction value. PRC laws and regulations restrict foreign investment in certain businesses, including value-added telecommunications industry.
Net cash used in financing activities in 2023 amounted to RMB2.5 billion (US$360 million), compared to net cash used in financing activities of RMB6.7 billion in 2022 and net cash provided by financing activities of RMB3.9 billion in 2021. We did not make any dividend payment in 2021, 2022, or 2023.
Net cash used in financing activities in 2024 amounted to RMB6.7 billion (US$921 million), compared to net cash used in financing activities amounted to RMB2.5 billion in 2023 and net cash used in financing activities of RMB6.7 billion in 2022. We did not make any dividend payment in 2022, 2023, and 2024.
In 2023, we derived approximately 39% of our total revenues from our accommodation reservation, 41% from transportation ticketing, 7% from packaged tour, 5% from corporate travel, and 8% from other products and services.
In 2024, we derived approximately 40% of our total revenues from our accommodation reservation, 38% from transportation ticketing, 8% from packaged tour, 5% from corporate travel, and 9% from other products and services.
Sales and marketing expenses increased by 117% to RMB9.2 billion (US$1.3 billion) in 2023 from RMB4.3 billion in 2022, primarily due to an increase in sales and marketing related activities. General and Administrative .
Product development expenses increased by 45% to RMB12.1 billion in 2023 from RMB8.3 billion in 2022, primarily due to an increase in product development personnel related expenses. Sales and Marketing . Sales and marketing expenses increased by 117% to RMB9.2 billion in 2023 from RMB4.3 billion in 2022, primarily due to an increase in sales and marketing related activities.
GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the balance sheet and the reported amounts of revenues and expenses during the financial reporting period.
Critical Accounting Policies and Estimates We prepare financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the balance sheet and the reported amounts of revenues and expenses during the financial reporting period.
Our capital expenditure commitments primarily consist of contracted future purchases of property, equipment, and software. The unpaid purchase price due within one year after December 31, 2023 was RMB23 million (US$3.2 million) as of December 31, 2023. The unpaid purchase price due after one year from December 31, 2023 was RMB1 million (US$0.1 million).
Our capital expenditure commitments primarily consist of contracted future purchases of property, equipment, and software. The unpaid purchase price due within one year after December 31, 2024 was RMB95 million (US$13 million) as of December 31, 2024.
As of December 31, 2023, US$1.5 billion was outstanding under this facility. • In December 2022, we entered into a facility agreement as a borrower with certain financial institutions for a US$1,488 million and HK$80 million dual tranche term loan facility (equivalent to around US$1.5 billion in aggregate). The facility has a 3-year tenor.
In addition, we may redeem the 2020 Exchangeable Notes subject to certain conditions. • In December 2022, we entered into a facility agreement as a borrower with certain financial institutions for a US$1,488 million and HK$80 million dual tranche term loan facility (equivalent to around US$1.5 billion in aggregate). The facility has a 3-year tenor.
We also benefit from certain other key trends in China’s travel industry that affect how and how often users choose to purchase travel services, such as the increasing consumption potential in China’s rising middle class, user preference for diverse travel options, the booming demand for high-quality travel experience, and technology-driven enhancement in the travel industry supply chain.
Economic growth generally stimulates willingness to pay for travel services and their affordability, thus helping increase travel frequency and spending. 74 Table of Contents We also benefit from certain other key trends in the travel industry that affect how and how often users choose to purchase travel services, such as the increasing consumption potential in the rising middle class, user preference for diverse travel options, the booming demand for high-quality travel experience, and technology-driven enhancement in the travel industry supply chain.
Liquidity and Capital Resources Liquidity The following table sets forth the summary of our cash flows for the periods indicated: For the Year Ended December 31, 2021 2022 2023 RMB RMB RMB US$ (in millions) Net cash provided by operating activities 2,475 2,641 22,004 3,098 Net cash (used in)/provided by investing activities (4,148 ) 1,136 5,919 835 Net cash provided by/(used in) financing activities 3,919 (6,717 ) (2,547 ) (360 ) Effect of foreign exchange rate changes on cash and cash equivalents, restricted cash (465 ) 231 120 18 Net increase/(decrease) in cash and cash equivalents, restricted cash 1,781 (2,709 ) 25,496 3,591 Cash and cash equivalents, restricted cash, beginning of year 19,415 21,196 18,487 2,604 Cash and cash equivalents, restricted cash, end of year 21,196 18,487 43,983 6,195 Net cash provided by operating activities in 2023 was RMB22.0 billion (US$3.1 billion) compared to net cash provided by operating activities of RMB2.6 billion in 2022.
Liquidity and Capital Resources Liquidity The following table sets forth the summary of our cash flows for the periods indicated: For the Years Ended December 31, 2022 2023 2024 RMB RMB RMB US$ (in millions) Net cash provided by operating activities 2,641 22,004 19,625 2,692 Net cash provided by /(used in) investing activities 1,136 5,919 (6,052 ) (828 ) Net cash used in financing activities (6,717 ) (2,547 ) (6,710 ) (921 ) Effect of foreign exchange rate changes on cash and cash equivalents, restricted cash 231 120 247 31 Net (decrease)/increase in cash and cash equivalents, restricted cash (2,709 ) 25,496 7,110 974 Cash and cash equivalents, restricted cash, beginning of year 21,196 18,487 43,983 6,026 Cash and cash equivalents, restricted cash, end of year 18,487 43,983 51,093 7,000 Net cash provided by operating activities in 2024 was RMB19.6 billion (US$2.7 billion) compared to net cash provided by operating activities of RMB22.0 billion in 2023.
In 2021, 2022, and 2023, our accommodation reservation revenue was RMB8.1 billion, RMB7.4 billion, and RMB17.3 billion (US$2.4 billion), representing 41%, 37%, and 39% of our total revenues, respectively. We generate substantially all of our accommodation reservation revenue through commissions from hotel reservation partners through our platform.
Accommodation reservation revenue constitutes a significant source of our revenues. In 2022, 2023, and 2024, our accommodation reservation revenue was RMB7.4 billion, RMB17.3 billion, and RMB21.6 billion (US$3.0 billion), representing 37%, 39%, and 40% of our total revenues, respectively. We generate substantially all of our accommodation reservation revenue through commissions from hotel reservation partners through our platform.
Packaged tours revenue increased by 294% to RMB3.1 billion (US$442 million) in 2023 from RMB797 million in 2022, primarily due to the substantial recovery of travel market. Corporate Travel. Corporate travel revenue increased by 109% to RMB2.3 billion (US$317 million) in 2023 from RMB1.1 billion in 2022, primarily due to the substantial recovery of travel market. Others .
Corporate travel revenue increased by 109% to RMB2.3 billion in 2023 from RMB1.1 billion in 2022, primarily due to the substantial recovery of travel market. Others . Other revenues increased to RMB3.5 billion in 2023 from RMB2.5 billion in 2022.
Since most of our users are from China, to date, the third quarter of each year generally contributes the highest portion of our annual net revenues primarily due to the strong demand for both leisure and business travel activities during the summer.
Therefore, our business is subject to seasonal fluctuations, and our revenues may vary from quarter to quarter throughout a year. In China, to date, the third quarter of each year generally contributes the highest portion of our annual net revenues primarily due to the strong demand for both leisure and business travel activities during the summer.
Our effective income tax rate in 2022 was 26%, as compared to -57% in 2021.
Our effective income tax rate in 2023 was 16%, compared to 26% in 2022.
The proceeds borrowed under this facility will first be used for refinancing our certain existing transferrable term and revolving loan facilities, and the remaining portion may then be used for general corporate purposes. As of December 31, 2023, US$1,188 million and HK$80 million was outstanding under this facility.
The proceeds borrowed under this facility will first be used for refinancing our certain existing transferrable term and revolving loan facilities, and the remaining portion may then be used for general corporate purposes.
Equity in (Loss)/Income of Affiliates Equity in income of affiliates in 2023 was RMB1.1 billion (US$151 million), compared to equity in loss of affiliates of RMB586 million in 2022.
Equity in (Loss)/Income of Affiliates Equity in income of affiliates in 2024 was RMB2.8 billion (US$387 million), compared to equity in income of affiliates of RMB1.1 billion in 2023.
Other income in 2022 primarily consisted of the RMB1.3 billion fair value gain of equity securities investments and exchangeable senior notes, RMB1.1 billion gain from the fair value remeasurement upon the discontinuance of the equity method of the investment, and RMB618 million government grants, partially offset by the RMB949 million impairments of long-term investments.
Other income in 2024 primarily consisted of RMB1.1 billion fair value gain of equity securities investments and exchangeable senior notes, RMB787 million government grants, RMB170 million dividend from long-term investments, partially offset by the RMB122 million impairments of long-term investments.
Equity in (Loss)/Income of Affiliates Equity in loss of affiliates was RMB586 million, compared to equity in income of affiliates was RMB96 million in 2021. This was primarily due to the loss incurred from our equity method investments in 2022. 100 Table of Contents B.
Equity in (Loss)/Income of Affiliates Equity in income of affiliates in 2023 was RMB1.1 billion, compared to equity in loss of affiliates of RMB586 million in 2022. This was primarily due to the income incurred from our equity method investments in 2023.
As of the date of this annual report, we have convertible senior notes outstanding in an aggregate principal amount of US$5 million, exchangeable senior notes outstanding in an aggregate principal amount of US$500 million, and two major facility loans outstanding under which the aggregate outstanding principal balance is US$2.7 billion.
As of the date of this annual report, we have convertible senior notes outstanding in an aggregate principal amount of US$1.5 billion, consisting of US$3.9 million of our 1.99% convertible senior notes due 2025 and US$1.5 billion of our 0.75% convertible senior notes due 2029, exchangeable senior notes outstanding in an aggregate principal amount of US$500 million, and one major facility loan outstanding under which the aggregate outstanding principal balance is US$1.2 billion.
We intend to fund our existing and future material cash requirements with our existing cash balance and other financing alternatives. We will continue to make cash commitments, including capital expenditures, to support the growth of our business.
No unpaid purchase price due after one year from December 31, 2024. 96 Table of Contents We intend to fund our existing and future material cash requirements with our existing cash balance and other financing alternatives. We will continue to make cash commitments, including capital expenditures, to support the growth of our business.
In 2021, 2022, and 2023, revenue from our corporate travel services was RMB1.3 billion, RMB1.1 billion, and RMB2.3 billion (US$317 million), respectively. We contract with corporate clients based on a service fee model. Travel reservations are made via online and offline services for transportation ticket booking, accommodation reservation, and packaged-tour services.
Our corporate travel revenue primarily includes commissions from transportation ticketing booking, accommodation reservation, and packaged-tour services rendered to corporate clients. In 2022, 2023, and 2024, revenue from our corporate travel services was RMB1.1 billion, RMB2.3 billion, and RMB2.5 billion (US$343 million), respectively. We contract with corporate clients based on a service fee model.
Operating Expenses Operating expenses include product development expenses, sales and marketing expenses, and general and administrative expenses. Product Development. Product development expenses increased by 45% to RMB12.1 billion (US$1.7 billion) in 2023 from RMB8.3 billion in 2022, primarily due to an increase in product development personnel related expenses. Sales and Marketing .
Product development expenses increased by 8% to RMB13.1 billion (US$1.8 billion) in 2024 from RMB12.1 billion in 2023, primarily due to an increase in product development personnel related expenses. Sales and Marketing .
Transportation ticketing revenue increased by 123% to RMB18.4 billion (US$2.6 billion) in 2023 from RMB8.3 billion in 2022. This was in line with the 120% increase in transportation ticketing GMV (including Qunar), primarily due to the substantial recovery of travel market. Packaged Tours .
This was in line with the 120% increase in transportation ticketing GMV, primarily due to the substantial recovery of travel market. Packaged Tours . Packaged tours revenue increased by 294% to RMB3.1 billion in 2023 from RMB797 million in 2022, primarily due to the substantial recovery of travel market. Corporate Travel.
In July 2020, we completed our put right offer relating to these convertible senior notes at an aggregate purchase price of US$395 million. 102 Table of Contents • In July 2020, we issued the US$500 million in aggregate principal amount of 1.50% exchangeable senior notes due 2027, or the 2020 Exchangeable Notes.
In July 2020, we completed our put right offer relating to these convertible senior notes at an aggregate purchase price of US$395 million.
The table below sets forth the revenues from our principal lines of business as a percentage of our total revenues for the periods indicated: For the Year Ended December 31, 2021 2022 2023 Revenues Accommodation reservation 41 % 37 % 39 % Transportation ticketing 34 % 41 % 41 % Packaged tours 6 % 4 % 7 % Corporate travel 7 % 5 % 5 % Others 12 % 13 % 8 % Total revenues 100 % 100 % 100 % Under most circumstances, we do not take ownership of the products and services being sold.
For the Years Ended December 31, 2022 2023 2024 Revenues: Accommodation reservation 37 % 39 % 40 % Transportation ticketing 41 % 41 % 38 % Packaged tours 4 % 7 % 8 % Corporate travel 5 % 5 % 5 % Others 13 % 8 % 9 % Total revenues 100 % 100 % 100 % Under most circumstances, we do not take ownership of the products and services being sold.
Income Tax Expense Income tax expense increased to RMB1.8 billion (US$246 million) in 2023 from RMB682 million in 2022. Our effective income tax rate in 2023 was 16%, compared to 26% in 2022.
Income Tax Expense Income tax expense was RMB2.6 billion (US$357 million) in 2024, compared to RMB1.8 billion in 2023. Our effective income tax rate in 2024 was 15%, compared to 16% in 2023.
For the Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in millions, except for percentages) Revenues: Accommodation reservation 8,148 41 7,400 37 17,257 2,431 39 Transportation ticketing 6,905 34 8,253 41 18,443 2,598 41 Packaged tours 1,105 6 797 4 3,140 442 7 Corporate travel 1,347 7 1,079 5 2,254 317 5 Others 2,524 12 2,526 13 3,468 488 8 Total revenues 20,029 100 20,055 100 44,562 6,276 100 Less: Sales tax and surcharges (6 ) (0 ) (16 ) (0 ) (52 ) (7 ) (0 ) Net revenues 20,023 100 20,039 100 44,510 6,269 100 Cost of revenues (4,598 ) (23 ) (4,513 ) (23 ) (8,121 ) (1,144 ) (18 ) Gross profit 15,425 77 15,526 77 36,389 5,125 82 Operating expenses: Product development (1) (8,992 ) (45 ) (8,341 ) (42 ) (12,120 ) (1,707 ) (27 ) Sales and marketing (1) (4,922 ) (25 ) (4,250 ) (21 ) (9,202 ) (1,296 ) (21 ) General and administrative (1) (2,922 ) (14 ) (2,847 ) (14 ) (3,743 ) (527 ) (8 ) Total operating expenses (16,836 ) (84 ) (15,438 ) (77 ) (25,065 ) (3,530 ) (56 ) (Loss)/Income from operations (1,411 ) (7 ) 88 0 11,324 1,595 25 Interest income 2,132 11 2,046 10 2,090 294 5 Interest expense (1,565 ) (8 ) (1,514 ) (8 ) (2,067 ) (291 ) (5 ) Other income/(expense) 373 2 2,015 10 (667 ) (94 ) (1 ) (Loss)/income before income tax expense and equity in income/(loss) of affiliates (471 ) (2 ) 2,635 12 10,680 1,504 24 Income tax expense (270 ) (1 ) (682 ) (3 ) (1,750 ) (246 ) (4 ) Equity in income/(loss) of affiliates 96 0 (586 ) (3 ) 1,072 151 2 Net (loss)/income (645 ) (3 ) 1,367 6 10,002 1,409 22 Net income/(loss) attributable to non-controlling interests 95 0 36 0 (84 ) (12 ) (0 ) Net (loss)/income attributable to Trip.com Group Limited (550 ) (3 ) 1,403 6 9,918 1,397 22 Note: (1) Share-based compensation was included in the associated operating expense categories as follows: For the Year Ended December 31, 2021 2022 2023 RMB % RMB % RMB US$ % (in millions, except for percentages) Product development (802 ) (4 ) (567 ) (3 ) (870 ) (123 ) (2 ) Sales and marketing (149 ) (1 ) (115 ) (1 ) (158 ) (22 ) (0 ) General and administrative (730 ) (4 ) (506 ) (3 ) (806 ) (113 ) (2 ) 97 Table of Contents Any discrepancies in the above table between the amounts or percentages identified as total amounts or percentages and the sum of the amounts or percentages listed therein are due to rounding. 2023 compared to 2022 Revenues Total revenues increased by 122% to RMB44.6 billion (US$6.3 billion) in 2023 from RMB20.0 billion in 2022, primarily due to the substantial recovery of travel market.
For the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in millions, except for percentages) Revenues: Accommodation reservation 7,400 37 17,257 39 21,612 2,961 40 Transportation ticketing 8,253 41 18,443 41 20,301 2,781 38 Packaged tours 797 4 3,140 7 4,336 594 8 Corporate travel 1,079 5 2,254 5 2,502 343 5 Others 2,526 13 3,468 8 4,626 634 9 Total revenues 20,055 100 44,562 100 53,377 7,313 100 Less: Sales tax and surcharges (16 ) (0 ) (52 ) (0 ) (83 ) (11 ) (0 ) Net revenues 20,039 100 44,510 100 53,294 7,302 100 Cost of revenues (4,513 ) (23 ) (8,121 ) (18 ) (9,990 ) (1,368 ) (19 ) Gross profit 15,526 77 36,389 82 43,304 5,934 81 Operating expenses: Product development (1) (8,341 ) (42 ) (12,120 ) (27 ) (13,139 ) (1,800 ) (25 ) Sales and marketing (1) (4,250 ) (21 ) (9,202 ) (21 ) (11,902 ) (1,631 ) (22 ) General and administrative (1) (2,847 ) (14 ) (3,743 ) (8 ) (4,086 ) (560 ) (8 ) Total operating expenses (15,438 ) (77 ) (25,065 ) (56 ) (29,127 ) (3,991 ) (55 ) Income from operations 88 0 11,324 25 14,177 1,943 27 Interest income 2,046 10 2,090 5 2,341 321 4 Interest expense (1,514 ) (8 ) (2,067 ) (5 ) (1,735 ) (238 ) (3 ) Other income/(expense) 2,015 10 (667 ) (1 ) 2,220 304 4 Income before income tax expense and equity in (loss)/income of affiliates 2,635 12 10,680 24 17,003 2,330 32 Income tax expense (682 ) (3 ) (1,750 ) (4 ) (2,604 ) (357 ) (5 ) 82 Table of Contents For the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in millions, except for percentages) Equity in (loss)/income of affiliates (586 ) (3 ) 1,072 2 2,828 387 5 Net income 1,367 6 10,002 22 17,227 2,360 32 Net loss/(income) attributable to non-controlling interests and mezzanine classified non-controlling interests 36 0 (84 ) (0 ) (160 ) (22 ) (0 ) Net income attributable to Trip.com Group Limited 1,403 6 9,918 22 17,067 2,338 32 Note: (1) Share-based compensation was included in the associated operating expense categories as follows: For the Years Ended December 31, 2022 2023 2024 RMB % RMB % RMB US$ % (in millions, except for percentages) Product development (567 ) (3 ) (870 ) (2 ) (976 ) (134 ) (2 ) Sales and marketing (115 ) (1 ) (158 ) (0 ) (171 ) (24 ) (0 ) General and administrative (506 ) (3 ) (806 ) (2 ) (895 ) (123 ) (2 ) Any discrepancies in the above table between the amounts or percentages identified as total amounts or percentages and the sum of the amounts or percentages listed therein are due to rounding. 2024 compared to 2023 Revenues Total revenues increased by 20% to RMB53.4 billion (US$7.3 billion) in 2024 from RMB44.6 billion in 2023, primarily driven by resilient travel demand and consumption throughout the year.
Other revenues increased to RMB3.5 billion (US$488 million) in 2023 from RMB2.5 billion in 2022. Cost of Revenues Cost of revenues increased by 80% to RMB8.1 billion (US$1.1 billion) in 2023 from RMB4.5 billion in 2022, which was in line with the increase in our total revenues.
Cost of Revenues Cost of revenues increased by 80% to RMB8.1 billion in 2023 from RMB4.5 billion in 2022, which was in line with the increase in our total revenues. Operating Expenses Operating expenses include product development expenses, sales and marketing expenses, and general and administrative expenses. Product Development.
The allowance is measured as the amount by which the debt security’s amortized cost basis exceeds our best estimate of the present value of cash flows expected to be collected. 94 Table of Contents We monitor our investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information.
We monitor our investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information.
Advertising revenue is recognized ratably over the fixed term of the agreement as services are provided or upon relevant performance obligations being fulfilled through the display of the advertisements.
In 2022, 2023, and 2024, revenue from other business was RMB2.5 billion, RMB3.5 billion, and RMB4.6 billion (US$634 million), respectively. Advertising revenue is recognized ratably over the fixed term of the agreement as services are provided or upon relevant performance obligations being fulfilled through the display of the advertisements.
Net cash provided by investing activities in 2023 amounted to RMB5.9 billion (US$835 million), compared to net cash provided by investing activities of RMB1.1 billion in 2022 and net cash used in investing activities of RMB4.1 billion in 2021.
Net cash used in investing activities in 2024 amounted to RMB6.1 billion (US$828 million), compared to net cash provided by investing activities of RMB5.9 billion in 2023 and net cash provided by investing activities of RMB1.1 billion in 2022. The change in 2024 in comparison to 2023 was primarily due to net cash outflows for short-term investments.
In 2023, we recorded share-based compensation expense of RMB1.8 billion (US$258 million), compared to RMB1.2 billion in 2022 and RMB1.7 billion in 2021. Share-based compensation expense is included in the same income statement category as the cash compensation paid to the recipient of the share-based award.
Share-based compensation expense is included in the same income statement category as the cash compensation paid to the recipient of the share-based award.
Referral fees are recognized on the departure date of the packaged tours as this is when our performance obligation is satisfied. Corporate Travel. Our corporate travel revenue primarily includes commissions from transportation ticket booking, accommodation reservation, and packaged-tour services rendered to corporate clients.
We bundle the packaged-tour products and services and receive referral fees from ecosystem partners for packaged-tour products and services through our platform. Referral fees are recognized on the departure date of the packaged tours as this is when our performance obligation is satisfied. Corporate Travel.
Other income in 2021 primarily consisted of the RMB550 million government grants, partially offset by the RMB170 million fair value loss of equity securities investments and exchangeable senior notes. Income Tax Expense Income tax expense increased to RMB682 million in 2022 from RMB270 million in 2021.
Other expense in 2023 primarily consisted of RMB1.5 billion fair value loss of equity securities investments and exchangeable senior notes and RMB115 million impairments of long-term investments, partially offset by the RMB608 million government grants and RMB177 million dividend from long-term investments.
As of December 31, 2021, 2022, and 2023, the allowance for expected credit losses was RMB815 million, RMB770 million, and RMB496 million (US$70 million), respectively. 96 Table of Contents Results of Operations The following table sets forth a summary of our consolidated statements of operations for the periods indicated both in amount and as a percentage of net revenues.
Results of Operations The following table sets forth a summary of our consolidated statements of operations for the periods indicated both in amount and as a percentage of total revenues.
Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. 103 Table of Contents C. Research and Development, Patents and Licenses, etc. Our research and development efforts consist of continuing to develop our proprietary technology as well as incorporating new technologies from third parties.
Taxation.” C. Research and Development, Patents and Licenses, etc. Our research and development efforts consist of continuing to develop our proprietary technology as well as incorporating new technologies from third parties.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

63 edited+10 added−11 removed76 unchanged
The committee or the full board of directors, as appropriate, will determine the type or types of incentive share awards to be granted and provisions and terms and conditions of each grant and may at their absolute discretion adjust the exercise price of an option grant.
The committee or the full board of directors, as appropriate, will determine the type or types of incentive share awards to be granted and provisions and terms and conditions of each grant and may at their absolute discretion adjust the exercise price of an option grant.
The exercise price per share subject to an option may be reduced by the committee or the full board of directors, without shareholder or option holder approval.
The exercise price per share subject to an option may be reduced by the committee or the full board of directors, without shareholder or option holder approval.
The term of each option grant should be stated in the stock option agreement, provided that the term would not exceed ten years from the date of the grant, and in the case of incentive share options, five years from the date of the grant. Vesting Schedule .
The term of each option grant should be stated in the stock option agreement, provided that the term would not exceed ten years from the date of the grant, and in the case of incentive share options, five years from the date of the grant. Vesting Schedule .
Based on the same Schedule 13G filing, Capital World Investors is a division of Capital Research and Management Company, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited.
Based on the same Schedule 13G/A filing, Capital World Investors is a division of Capital Research and Management Company, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited.
Employees’ Share Incentive Plans Our board of directors has made share-based awards under five share incentive plans, namely, the Global Share Incentive Plan, as amended and restated in July 2018 and further amended and restated in December 2019, which we refer to as the Second A&R Global Plan, the 2007 Share Incentive Plan, the 2005 Employees’ Stock Option Plan, the 2003 Employees’ Stock Option Plan, and the 2000 Employees’ Stock Option Plan.
Employees’ Share Incentive Plans Our board of directors has made share-based awards under five share incentive plans, namely, the Global Share Incentive Plan, as amended and restated in July 2018 and further amended and restated in December 2019, which we refer to as the Second A&R Global Plan, the 2007 Share Incentive Plan, the 2005 Employees’ Stock Option Plan, the 2003 Employees Stock’ Option Plan, and the 2000 Employees’ Stock Option Plan.
As a result, any United States judgment is enforceable in Hong Kong pursuant to the common law regime in Hong Kong for recognizing and enforcing foreign judgments, which provides that a foreign judgment is enforceable if (i) it is final and conclusive on the merits, (ii) the judgment has been rendered by a court of competent jurisdiction, (iii) the judgment must be for a fixed sum of money, (iv) the judgment must be between the same parties as those before the Hong Kong court, and (v) enforcement of the judgment is not a breach of natural justice or against public policy.
As a result, any United States judgment is enforceable in Hong Kong pursuant to the common law regime in Hong Kong for recognizing and enforcing foreign judgments, which provides that a foreign judgment is enforceable if (i) it is final and conclusive on the merits, (ii) the judgment has been rendered by a court of competent jurisdiction, (iii) the judgment must be for a fixed sum of money, (iv) the judgment must be between the same parties as those before the Hong Kong court, and (v) enforcement of the judgment is not a breach of natural justice or against public policy. 109 Table of Contents F.
We believe that we maintain a good working relationship with our employees, and we did not experience any significant labor disputes or any difficulty in recruiting staff for our operations in 2023. E.
We believe that we maintain a good working relationship with our employees, and we did not experience any significant labor disputes or any difficulty in recruiting staff for our operations in 2024. E.
F. Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Disclosure of A Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
A shareholder may in certain circumstances have rights to damages if a duty owed by the directors is breached. Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
A shareholder may in certain exceptional limited circumstances have rights to seek damages if a duty owed by the directors is breached. Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
As Nasdaq Rules permit a foreign private issuer like us to follow the corporate governance practices of its home country, we chose to rely on home country practice in lieu of the requirement to have a majority of independent directors on our board under Nasdaq Rules. See “Item 16G.
As Nasdaq Rules permit a foreign private issuer like us to follow the corporate governance practices of its home country, we chose to rely on home country practice in lieu of the requirement to have a majority of independent directors on our board under Nasdaq Rules. See “Item 16G. Corporate Governance.” Committees of the Board of Directors Audit Committee .
The types of incentive share awards pursuant to the Second A&R Global Plan include, among other things, an option, a restricted share award, a share appreciation right award and a restricted share unit award. Award Agreements .
The types of incentive share awards pursuant to the Second A&R Global Plan include, among other things, an option, a restricted share award, a share appreciation right award and a restricted share unit award. 104 Table of Contents Award Agreements .
The types of incentive share awards pursuant to the 2007 Share Incentive Plan include, among other things, an option, a restricted share award, a share appreciation right award and a restricted share unit award. 108 Table of Contents Award Agreements .
The types of incentive share awards pursuant to the 2007 Share Incentive Plan include, among other things, an option, a restricted share award, a share appreciation right award and a restricted share unit award. Award Agreements .
The following paragraphs summarize the principal terms of our Second A&R Global Plan. 109 Table of Contents Plan Administration . Our compensation committee of the board of directors, or a committee delegated by our compensation committee, will administer the plan.
The following paragraphs summarize the principal terms of our Second A&R Global Plan. Plan Administration . Our compensation committee of the board of directors, or a committee delegated by our compensation committee, will administer the plan.
Options and stock purchase rights granted under our plan are evidenced by a stock option agreement or a stock purchase right agreement, as applicable, that sets forth the terms, conditions and limitations for each grant. Eligibility .
Options and stock purchase rights granted under our plan are evidenced by a stock option agreement or a stock purchase right agreement, as applicable, that sets forth the terms, conditions and limitations for each grant. 103 Table of Contents Eligibility .
The address for Baidu Holdings Limited is c/o Baidu, Inc., No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, the People’s Republic of China, and the address for Baidu, Inc. is No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, the People’s Republic of China.
The address for Baidu, Inc. and Baidu Holdings Limited is Baidu Campus, No. 10 Shangdi 10th Street, Haidian District, Beijing 100085, the People’s Republic of China.
Under the Second A&R Global Plan, the maximum aggregate number of ordinary shares that may be issued pursuant to awards was 158,821,811 as of the first business day of 2024, with annual increases on January 1 of each subsequent calendar year by the number of ordinary shares representing 3% of our then total issued and outstanding share capital as of December 31 of the preceding year until the termination of the plan.
Under the Second A&R Global Plan, the maximum aggregate number of ordinary shares that may be issued pursuant to awards was 178,419,933 as of the first business day of 2025, with annual increases on January 1 of each subsequent calendar year by the number of ordinary shares representing 3% of our then total issued and outstanding share capital as of December 31 of the preceding year until the termination of the plan.
Directors and Senior Management The names of our current directors and senior management, their ages as of the date of this annual report, and the principal positions with Trip.com Group Limited held by them are as follows: Directors and Executive Officers Age Position/Title James Jianzhang Liang 54 Co-founder; Executive Chairman of the Board Min Fan 58 Co-founder; Vice Chairman of the Board and President Jane Jie Sun 55 Chief Executive Officer and Director Cindy Xiaofan Wang 48 Chief Financial Officer and Executive Vice President Xing Xiong 50 Chief Operating Officer Neil Nanpeng Shen (1)(2) 56 Co-founder; Independent Director Qi Ji (2) 57 Co-founder; Independent Director Gabriel Li (1) 56 Vice Chairman of the Board, Independent Director JP Gan (1) (2) 52 Independent Director Junjie He 39 Director Notes: (1) Member of the Audit Committee.
Directors and Senior Management The names of our current directors and senior management, their ages as of the date of this annual report, and the principal positions with Trip.com Group Limited held by them are as follows: Directors and Executive Officers Age Position/Title James Jianzhang Liang 55 Co-founder; Executive Chairman of the Board Min Fan 59 Co-founder; Vice Chairman of the Board and President Jane Jie Sun 56 Chief Executive Officer and Director Cindy Xiaofan Wang 49 Chief Financial Officer and Executive Vice President Xing Xiong 51 Chief Operating Officer Neil Nanpeng Shen (1)(2) 57 Co-founder; Independent Director Qi Ji (2) 58 Co-founder; Independent Director Gabriel Li (1) 57 Vice Chairman of the Board; Independent Director JP Gan (1)(2) 53 Independent Director Rong Luo 43 Director Notes: (1) Member of the Audit Committee.
He also served as our chief executive officer from January 2006 to March 2013, as our chief operating officer from November 2004 to January 2006, and as our executive vice president from 2000 to November 2004. During his tenure as our chief executive officer, Mr.
Fan has served as our president since February 2009. He also served as our chief executive officer from January 2006 to March 2013, as our chief operating officer from November 2004 to January 2006, and as our executive vice president from 2000 to November 2004. During his tenure as our chief executive officer, Mr.
The following table summarizes, as of February 29, 2024, the outstanding options granted under our 2007 Share Incentive Plan and the Second A&R Global Plan to the individual executive officers and directors named below. No restricted share units granted under these plans were outstanding as of February 29, 2024. The table gives effect to the modifications described above.
The following table summarizes, as of February 28, 2025, the outstanding options granted under our 2007 Share Incentive Plan and the Second A&R Global Plan to the individual executive officers and directors named below. No restricted share units granted under these plans were outstanding as of February 28, 2025.
Liang has won many accolades for his contributions to the Chinese travel industry, including Best CEO in the internet category in the 2016 All-Asia Executive Team Rankings by Institutional Investor and 2015 China’s Business Leader of the Year by Forbes. Mr. Liang obtained his master’s and bachelor’s degrees from Georgia Institute of Technology in the United States.
Liang has won many accolades for his contributions to the Chinese travel industry, including Best CEO in the internet category in the 2016 All-Asia Executive Team Rankings by Institutional Investor and 2015 China’s Business Leader of the Year by Forbes. Mr.
We have entered into standard forms of employment agreements with our executive officers. Under these agreements, we paid cash compensation to our executive officers in an aggregate amount of US$1.6 million in 2023, excluding compensation paid to Min Fan, James Jianzhang Liang, and Jane Jie Sun, who also serve and receive compensation as our executive directors.
Under these agreements, we paid cash compensation to our executive officers in an aggregate amount of US$2.1 million in 2024, excluding compensation paid to Min Fan, James Jianzhang Liang, and Jane Jie Sun, who also serve and receive compensation as our executive directors.
Ordinary Shares Underlying Options Granted Exercise Price (US$/Share) Date of Grant Date of Expiration James Jianzhang Liang 35,658,666 20.25; 22.46; 30.93; 40.62; 43.84; 26.13; 31.68; 25.92; 31.86; 18.18; 35.55; 0.01; 41.91 From January 9, 2014 to February 21, 2024 From February 9, 2026 to February 21, 2032 Jane Jie Sun 15,981,334 9.82; 20.25; 22.46; 30.93; 40.62; 43.84; 26.13; 31.68; 25.92; 31.86; 18.18; 35.55; 0.01; 41.91 From January 27, 2013 to February 21, 2024 From January 27, 2026 to February 21, 2032 Min Fan * 9.82; 20.25; 22.46; 30.93; 40.62; 43.84; 0.00125; 31.68; 18.18; 0.01 From January 27, 2013 to February 5, 2024 From January 27, 2026 to February 5, 2032 Cindy Xiaofan Wang * 0.00125; 26.13; 31.68; 18.18; 0.01 From February 9, 2018 to February 5, 2024 From February 9, 2026 to February 5, 2032 Xing Xiong * 30.93; 40.62; 43.84; 26.13; 25.92; 31.86; 18.18; 0.01; 37.41 From September 28, 2015 to February 5, 2024 From February 9, 2026 to February 5, 2032 Neil Nanpeng Shen * 9.82; 22.46; 30.93; 40.62; 43.84; 26.13; 31.68; 31.86; 18.18; 35.55; 37.41 From January 27, 2013 to February 5, 2024 From January 27, 2026 to February 5, 2032 Qi Ji * 22.46; 40.62; 43.84; 31.68; 31.86; 18.18; 35.55; 37.41 From December 6, 2014 to February 5, 2024 From February 9, 2026 to February 5, 2032 Gabriel Li * 9.82; 22.46; 40.62; 43.84; 26.13; 31.68; 31.86; 18.18; 35.55; 37.41 From January 27, 2013 to February 5, 2024 From January 27, 2026 to February 5, 2032 JP Gan * 30.93; 40.62; 43.84; 26.13; 31.68; 31.86; 18.18; 35.55; 37.41 From September 28, 2015 to February 5, 2024 From February 9, 2026 to February 5, 2032 * Aggregate number of shares represented by all grants of options to the person account for less than 1% of our total outstanding ordinary shares.
The table gives effect to the modifications described above. 102 Table of Contents Ordinary Shares Underlying Options Granted Exercise Price (US$/Share) Date of Grant Date of Expiration James Jianzhang Liang 38,658,666 20.25; 22.46; 30.93; 40.62; 43.84; 26.13; 31.68; 25.92; 31.86; 18.18; 35.55; 0.01; 41.91; 57.30 From January 9, 2014 to February 25, 2025 From February 9, 2026 to February 25, 2033 Jane Jie Sun 17,531,334 9.82; 20.25; 22.46; 30.93; 40.62; 43.84; 26.13; 31.68; 25.92; 31.86; 18.18; 35.55; 0.01; 41.91; 57.30 From January 27, 2013 to February 25, 2025 From January 27, 2026 to February 25, 2033 Min Fan * 20.25; 22.46; 40.62; 31.68; 0.00125; 18.18; 0.01 From January 9, 2014 to February 25, 2025 From January 9, 2027 to February 25, 2033 Cindy Xiaofan Wang * 0.00125; 18.18; 0.01 From December 4, 2019 to February 25, 2025 From December 4, 2027 to February 25, 2033 Xing Xiong * 40.62; 43.84; 25.92; 31.86; 18.18; 0.01; 37.41; 57.30 From November 14, 2016 to February 25, 2025 From February 9, 2026 to February 25, 2033 Neil Nanpeng Shen * 9.82; 22.46; 30.93; 40.62; 43.84; 26.13; 31.68; 31.86; 18.18; 35.55; 37.41; 57.30 From January 27, 2013 to February 25, 2025 From January 27, 2026 to February 25, 2033 Qi Ji * 22.46; 40.62; 43.84; 31.68; 31.86; 18.18; 35.55; 37.41; 57.30 From December 6, 2014 to February 25, 2025 From February 9, 2026 to February 25, 2033 Gabriel Li * 9.82; 22.46; 40.62; 43.84; 26.13; 31.68; 31.86; 18.18; 35.55; 37.41; 57.30 From January 27, 2013 to February 25, 2025 From January 27, 2026 to February 25, 2033 JP Gan * 40.62; 43.84; 31.86; 18.18; 35.55; 37.41; 57.30 From November 14, 2016 to February 25, 2025 From February 9, 2026 to February 25, 2033 * Aggregate number of shares represented by all grants of options to the person account for less than 1% of our total outstanding ordinary shares.
It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than what may reasonably be expected from a person of his knowledge and experience.
Our directors also owe to our company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than what may reasonably be expected from a person of his knowledge and experience.
Sun and 11,091,000 ordinary shares that were issuable upon exercise of options exercisable within 60 days after February 29, 2024 held by Ms. Sun. (6) Mr. Shen’s business address is Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong.
Sun and 12,981,334 ordinary shares that were issuable upon exercise of options exercisable within 60 days after February 28, 2025 held by Ms. Sun. (5) Mr. Shen’s business address is Suite 3613, 36/F, Two Pacific Place, 88 Queensway, Hong Kong.
Shen also co-founded and served as non-executive co-chairman of Homeinns Hotel Group (formerly known as Home Inns & Hotels Management Inc.) (Nasdaq: HMIN, delisted), a leading economy hotel chain in China, which commenced operations in July 2002. Currently, Mr.
Shen served as our president from August 2003 to October 2005 and as chief financial officer from 2000 to October 2005. Mr. Shen also co-founded and served as non-executive co-chairman of Homeinns Hotel Group (formerly known as Home Inns & Hotels Management Inc.) (Nasdaq: HMIN, delisted), a leading economy hotel chain in China, which commenced operations in July 2002. Mr.
Share Ownership As of February 29, 2024, 646,691,754 of our ordinary shares were issued and outstanding (excluding the 36,836,020 ordinary shares that were issued to Bank of New York Mellon, the depositary of our ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our stock incentive plans and for our treasury ADSs, and treasury shares we own).
Share Ownership As of February 28, 2025, 653,603,432 of our ordinary shares were issued and outstanding (excluding the 59,939,963 ordinary shares that were issued to Bank of New York Mellon, the depositary of our ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our stock incentive plans and for our treasury ADSs, and treasury shares we own).
(2) For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the number of ordinary shares outstanding as of February 29, 2024, the number of ordinary shares underlying share options held by such person or group that were exercisable within 60 days after February 29, 2024.
(2) For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the number of ordinary shares outstanding as of February 28, 2025, the number of ordinary shares underlying share options held by such person or group that were exercisable within 60 days after February 28, 2025. 107 Table of Contents (3) Includes 6,812,376 ordinary shares (including ordinary shares represented by ADSs) beneficially owned by Mr.
Li is a non-executive director of Qeeka Home (Cayman) Inc. (SEHK: 1739), where he has been a director since April 2015, and was a director of Sangfor Technologies Inc. (SZSE: 300454) from January 2017 to December 2019. Mr. Li graduated from the University of California in Berkeley, the United States, with a bachelor’s degree in chemical engineering in May 1990.
(SEHK: 1739) from April 2015 to November 2024, and a director of Sangfor Technologies Inc. (SZSE: 300454) from January 2017 to December 2019. Mr. Li graduated from the University of California in Berkeley, the United States, with a bachelor’s degree in chemical engineering in May 1990.
These agreements provide for terms of service, salary and additional cash compensation arrangements, all of which have been reflected in the 2023 aggregate compensation amount. See “Item 6. Directors, Senior Management and Employees — B. Compensation — Employees’ Share Incentive Plans” for options granted to our executive officers in 2023.
These agreements provide for terms of service, salary and additional cash compensation arrangements, all of which have been reflected in the 2024 aggregate compensation amount. See “Item 6. Directors, Senior Management and Employees—B.
Fan and 1,086,671 ordinary shares that were issuable upon exercise of options exercisable within 60 days after February 29, 2024 held by Mr. Fan. (5) Includes 1,219,868 ordinary shares (including ordinary share represented by ADSs) beneficially owned by Ms.
Liang and 29,658,667 ordinary shares that were issuable upon exercise of options exercisable within 60 days after February 28, 2025 held by Mr. Liang. (4) Includes 1,219,868 ordinary shares (including ordinary shares represented by ADSs) beneficially owned by Ms.
It will be, however, difficult for U.S. shareholders to originate actions against us in mainland China in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or ordinary shares, to establish a connection to mainland China for a court of mainland China to have jurisdiction as required under the PRC Civil Procedures Law. 114 Table of Contents Furthermore, the United States and Hong Kong do not have a bilateral treaty or multilateral convention in force on reciprocal recognition and enforcement of judgments.
It will be, however, difficult for U.S. shareholders to originate actions against us in mainland China in accordance with PRC laws because we are incorporated under the laws of the Cayman Islands and it will be difficult for U.S. shareholders, by virtue only of holding the ADSs or ordinary shares, to establish a connection to mainland China for a court of mainland China to have jurisdiction as required under the PRC Civil Procedures Law.
(8) 60,782,439 9.4 % Capital World Investors (9) 40,454,846 6.3 % Notes: * Less than 1% of our total outstanding ordinary shares. (1) Beneficial ownership is determined in accordance with the SEC rules, and includes voting or investment power with respect to the securities.
(7) 45,953,524 7.0% Capital World Investors (8) 40,454,846 6.2% BlackRock, Inc. (9) 34,810,086 5.3% Notes: * Less than 1% of our total outstanding ordinary shares. (1) Beneficial ownership is determined in accordance with the SEC rules, and includes voting or investment power with respect to the securities.
Corporate Governance.” 110 Table of Contents Committees of the Board of Directors Audit Committee . Our audit committee reports to the board regarding the appointment of our independent auditors, the scope and results of our annual audits, compliance with our accounting and financial policies and management’s procedures and policies relatively to the adequacy of our internal accounting controls.
Our audit committee reports to the board regarding the appointment of our independent auditors, the scope and results of our annual audits, compliance with our accounting and financial policies and management’s procedures and policies relatively to the adequacy of our internal accounting controls. 105 Table of Contents As of the date of this annual report, our audit committee consists of Messrs.
As of the date of this annual report, our audit committee consists of Messrs. Gan, Li and Shen. All of these directors meet the audit committee independence standard under Rule 10A-3 under the Exchange Act. The independence definition under Rules 5605 of the Nasdaq Rules is met by Messrs. Gan, Li and Shen.
Gan, Li and Shen. All of these directors meet the audit committee independence standard under Rule 10A-3 under the Exchange Act. The independence definition under Rules 5605 of the Nasdaq Rules is met by Messrs. Gan, Li and Shen. In addition, all the members of our audit committee qualify as “audit committee financial experts” as defined in the Nasdaq Rules.
Gan obtained his master’s degree in business administration from the University of Chicago Graduate School of Business in June 1999 and his bachelor’s degree in business administration from the University of Iowa in May 1994. Junjie He has served as our director since July 2022. Mr. He has also been a director of iQIYI, Inc.
Gan obtained his master’s degree in business administration from the University of Chicago Graduate School of Business in June 1999 and his bachelor’s degree in business administration from the University of Iowa in May 1994. Rong Luo has served as our director since February 2025. Mr.
Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, housing fund, unemployment and other statutory benefits.
Compensation—Employees’ Share Incentive Plans” for options granted to our executive officers in 2024. 101 Table of Contents Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, housing fund, unemployment and other statutory benefits.
Xing Xiong has served as our chief operating officer since February 2021. Mr. Xiong has over 20 years of experience in technology and management and is currently in charge of air ticketing, accommodation, corporate travel, technology, international business, and other aspects of our operations. Mr.
Xing Xiong has served as our chief operating officer since February 2021, and is currently in charge of air ticketing, accommodation, corporate travel, technology, international business, and other areas of our group. Mr. Xiong became our executive vice president in 2016.
Gabriel Li has served at different times on our board of directors since March 2000. Mr. Li has been vice chairman of our board since August 2003 and an independent director since October 2003. Mr. Li has been serving as the managing partner and a member of the investment committee of Orchid Asia Group Management Limited since August 2004. Mr.
Li has been vice chairman of our board since August 2003 and an independent director since October 2003. Mr. Li has been serving as the managing partner and a member of the investment committee of Orchid Asia Group Management Limited since August 2004. Mr. Li was a non-executive director of Qeeka Home (Cayman) Inc.
(8) Includes 60,782,439 ordinary shares beneficially owned as of September 11, 2023 by Baidu, Inc. and its wholly-owned subsidiary, Baidu Holdings Limited, based on the information contained in the Schedule 13 D/A filed by Baidu, Inc. and Baidu Holdings Limited on September 14, 2023.
(7) Includes 45,953,524 ordinary shares beneficially owned as of September 25, 2024 by Baidu, Inc. and its wholly-owned subsidiary, Baidu Holdings Limited, based on the information contained in the Schedule 13 D/A filed by Baidu, Inc. and Baidu Holdings Limited on September 27, 2024.
Ordinary Shares Beneficially Owned (1) Number % (2) Directors and Senior Management: James Jianzhang Liang (3) 33,734,376 5.0 % Min Fan (4) 6,739,530 1.0 % Jane Jie Sun (5) 12,310,868 1.9 % Neil Nanpeng Shen (6) * * Cindy Xiaofan Wang * * Xing Xiong * * Other directors and executive officers as a group, each of whom individually owns less than 0.1% * * All directors and officers as a group (7) 58,006,668 8.4 % Principal Shareholders: Baidu, Inc.
Ordinary Shares Beneficially Owned (1) Number % (2) Directors and Senior Management: James Jianzhang Liang (3) 36,471,043 5.3% Jane Jie Sun (4) 14,201,202 2.1% Min Fan * * Neil Nanpeng Shen (5) * * Xing Xiong * * Other directors and executive officers as a group, each of whom individually owns less than 0.1% * * All directors and officers as a group (6) 59,558,978 8.5% Principal Shareholders: Baidu, Inc.
He was the chief executive officer and president of our Company from 1999 to 2001. Mr. Ji founded H World Group Limited (Nasdaq: HTHT; SEHK: 1179), served as its director since February 2007. He has also served as the executive chairman of its board since August 2009 and its chief executive officer from November 2019 to September 2021.
Qi Ji is one of the co-founders of our company. He has served as our director since our inception and as an independent director since 2008. He was the chief executive officer and president of our Company from 1999 to 2001. Mr. Ji founded H World Group Limited (Nasdaq: HTHT; SEHK: 1179), served as its director since February 2007.
Prior to his current role, he also served at H World Group Limited as chief executive officer from January 2012 to May 2015 and from 2007 to August 2009. Mr. Ji has over 20 years of experience in the hospitality industry.
He has also served as the executive chairman of its board since August 2009 and its chief executive officer from November 2019 to September 2021. Prior to his current role, he also served at H World Group Limited as chief executive officer from January 2012 to May 2015 and from 2007 to August 2009. Mr.
The address for Capital World Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071. 113 Table of Contents To our knowledge, we believe that as of February 29, 2024, 320,107,735 ordinary shares were held by two record shareholders in the United States, including 320,107,727, ordinary shares (including ordinary shares that were issued for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our stock incentive plans and treasury shares that were repurchased but not retired by our company) held of record by The Bank of New York Mellon, the depositary of our ADS program.
To our knowledge, we believe that as of February 28, 2025, 347,218,770 ordinary shares were held by two record shareholders in the United States, including 347,218,762 ordinary shares (including ordinary shares that were issued for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our stock incentive plans and treasury shares that were repurchased but not retired by our company) held of record by The Bank of New York Mellon, the depositary of our ADS program.
Employees As of December 31, 2023, we, our subsidiaries, and the VIEs had 36,249 employees, including 2,757 in management and administration, 13,770 in our customer service centers, 3,553 in sales and marketing, and 16,169 in product development including supplier management personnel and technical support personnel.
Employees As of December 31, 2024, we, our subsidiaries, and the VIEs and VIEs’ subsidiaries had 41,073 employees, including 3,024 in management and administration, 16,383 in our customer service centers, 4,283 in sales and marketing, and 17,383 in product development including supplier management personnel and technical support personnel.
(9) Includes 40,454,846 ordinary shares beneficially owned as of December 29, 2023 by Capital World Investors, based on the information contained in the Schedule 13G filed by Capital World Investors with the SEC on February 9, 2024.
(8) Includes 56,367,252 ordinary shares beneficially owned as of December 31, 2024 by Capital World Investors, based on the information contained in the Schedule 13G/A filed by Capital World Investors with the SEC on November 13, 2024.
(7) Includes 16,618,910 ordinary shares and 41,387,758 ordinary shares that were issuable upon exercise of options exercisable within 60 days after February 29, 2024 held by all of our current directors and executive officers, as a group.
(6) Includes 14,004,985 ordinary shares and 45,553,993 ordinary shares that were issuable upon exercise of options exercisable within 60 days after February 28, 2025 held by all of our current directors and executive officers, as a group.
Xiong joined us in April 2013 and has held a number of managerial positions at our company, including R&D director, chief executive officer of our air ticketing business unit, and executive vice president. Prior to joining us, Mr. Xiong held several management positions in research and development teams at Microsoft and Expedia.
He was appointed senior vice president of our Trip.com brand in 2015, chief executive officer of our air ticketing business in 2014, and vice president of technology in 2013. Mr. Xiong joined us as senior R&D director in 2013. Prior to joining us, Mr. Xiong held several management positions in the research and development teams of Microsoft and Expedia.
We, our subsidiaries, and the VIEs had 32,202 employees as of December 31, 2022 and 33,732 employees as of December 31, 2021. Most of our employees are based in Shanghai, Beijing, Nantong, Guangzhou, and Chengdu. Our success depends on our ability to attract, retain, and motivate qualified personnel.
We, our subsidiaries, and the VIEs had 36,249 employees as of December 31, 2023 and 32,202 employees as of December 31, 2022. A substantial majority of our employees are based in China. 106 Table of Contents Our success depends on our ability to attract, retain, and motivate qualified personnel.
Our shareholders are entitled to vote together as a single class on all matters submitted to shareholders vote. No shareholder has different voting rights from other shareholders.
Our shareholders are entitled to vote together as a single class on all matters submitted to shareholders vote. No shareholder has different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.
Min Fan is one of the co-founders of our company. Mr. Fan has been a member of our board of directors since October 2006 and has served as the vice chairman of our board of directors since March 2013. Mr. Fan has served as our president since February 2009.
Liang obtained his master’s and bachelor’s degrees from Georgia Institute of Technology in the United States. 99 Table of Contents Min Fan is one of the co-founders of our company. Mr. Fan has been a member of our board of directors since October 2006 and has served as the vice chairman of our board of directors since March 2013. Mr.
We have also been advised by our Cayman Islands legal counsel that, although there is no statutory enforcement in the Cayman Islands of judgments obtained in any federal or state court in the United States, the courts of the Cayman Islands will recognize and enforce in the courts of the Cayman Islands a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final and conclusive, (iv) is not in respect of taxes, a fine or a penalty, (v) is not inconsistent with a Cayman Islands judgment in respect of the same matter, and (vi) is not impeachable on the grounds of fraud and was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy).
We have been informed by Maples and Calder (Hong Kong) LLP, our Cayman Islands legal counsel, that the United States and the Cayman Islands do not have a treaty providing for reciprocal recognition and enforcement of judgments of U.S. courts in civil and commercial matters and the courts of the Cayman Islands are unlikely to (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers, predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) in original actions brought in the Cayman Islands, to impose liabilities against us or our directors or officers, predicated upon the securities laws of the United States or any state in the United States, so far as the liabilities imposed by those provisions are penal in nature. 108 Table of Contents We have also been advised by our Cayman Islands legal counsel that, although there is no statutory enforcement in the Cayman Islands of judgments obtained in any federal or state court in the United States, the courts of the Cayman Islands will recognize and enforce in the courts of the Cayman Islands a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final, (iv) is not in respect of taxes, a fine or a penalty, and (v) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. 112 Table of Contents The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 29, 2024 by each of our directors and executive officers and each person known to us to beneficially own 5% or more of our ordinary shares.
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 28, 2025 by each of our directors and executive officers and each person known to us to beneficially own 5% or more of our ordinary shares.
Directors are reimbursed for all expenses incurred in connection with each Board of Directors meeting and when carrying out their duties as directors of our company. See “Item 6. Directors, Senior Management and Employees — B. Compensation — Employees’ Share Incentive Plans” for options granted to our directors in 2023.
Under these agreements, we paid cash compensation (inclusive of directors’ fees) to our directors in an aggregate amount of US$1.8 million in 2024. Directors are reimbursed for all expenses incurred in connection with each Board of Directors meeting and when carrying out their duties as directors of our company. See “Item 6. Directors, Senior Management and Employees—B.
Under the 2007 Share Incentive Plan, options to purchase 12,741,434 shares were granted and outstanding as of February 29, 2024. Under the Second A&R Global Plan, options to purchase 79,056,522 shares and 523,193 restricted share units were granted and outstanding as of February 29, 2024.
Under the 2007 Share Incentive Plan, options to purchase 11,378,891 shares were granted and outstanding as of February 28, 2025. Under the Second A&R Global Plan, options to purchase 79,363,004 shares and 281,249 restricted share units were granted and outstanding as of February 28, 2025.
Gan, Ji and Shen, all of whom meet the “independence” definition under the Nasdaq Rules. Duties of Directors Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty to act honestly and in good faith in the best interests of our company.
Duties of Directors Under Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty to act honestly and in good faith in the best interests of our company. Our directors must also exercise their powers only for a proper purpose.
There are no family relationships among any of the directors or executive officers of our company. 104 Table of Contents Biographical Information James Jianzhang Liang is one of the co-founders and the executive chairman of our company.
Each of our directors will hold office until such director’s successor is elected and duly qualified, or until such director’s earlier death, bankruptcy, insanity, resignation or removal. There are no family relationships among any of the directors or executive officers of our company. Biographical Information James Jianzhang Liang is one of the co-founders and the executive chairman of our company.
In addition, all the members of our audit committee qualify as “audit committee financial experts” as defined in the Nasdaq Rules. Compensation Committee . Our compensation committee reviews and evaluates and, if necessary, revises the compensation policies adopted by the management. Our compensation committee also determines all forms of compensation to be provided to our senior executive officers.
Compensation Committee . Our compensation committee reviews and evaluates and, if necessary, revises the compensation policies adopted by the management. Our compensation committee also determines all forms of compensation to be provided to our senior executive officers. In addition, the compensation committee reviews all annual bonuses, long-term incentive compensation, share options, employee pension and welfare benefit plans.
In addition, the compensation committee reviews all annual bonuses, long-term incentive compensation, share options, employee pension and welfare benefit plans. Our chief executive officer may not be present at any committee meeting during which her compensation is deliberated. As of the date of this annual report, our compensation committee consists of Messrs.
Our chief executive officer may not be present at any committee meeting during which her compensation is deliberated. As of the date of this annual report, our compensation committee consists of Messrs. Gan, Ji and Shen, all of whom meet the “independence” definition under the Nasdaq Rules.
Following the one-to-eight share subdivision on March 18, 2021, the number of ordinary shares that each grantee is entitled to according to the previously granted share option and restricted share is increased by eight times, while the weighted average grant date fair value per restricted share and the weighted average exercise price per share option are diluted by eight times. 107 Table of Contents In June and July 2023, as approved by our compensation committee, we extended the exercise period of certain options that were granted under our 2007 Share Incentive Plan to our directors and executive officers for additional three years from their respective original expiration dates.
Following the one-to-eight share subdivision on March 18, 2021, the number of ordinary shares that each grantee is entitled to according to the previously granted share option and restricted share is increased by eight times, while the weighted average grant date fair value per restricted share and the weighted average exercise price per share option are diluted by eight times.
Neil Nanpeng Shen founded HongShan (formerly known as Sequoia China) in 2005 and has been serving as the founding managing partner since then. Mr. Shen served as our president from August 2003 to October 2005 and as chief financial officer from 2000 to October 2005. Mr.
Neil Nanpeng Shen is one of the co-founders of our company and has been our company’s director since our inception and an independent director since October 2008. Neil Nanpeng Shen founded HongShan (formerly known as Sequoia China) in 2005 and has been serving as the founding managing partner since then. Mr.
He co-founded Homeinns Hotel Group (formerly known as Home Inns & Hotels Management Inc.) (Nasdaq: HMIN, delisted), and served as its chief executive officer from 2002 to January 2005. He received his bachelor’s degree in engineering mechanics and master degree in mechanical engineering from Shanghai Jiao Tong University in China in 1989 and February 1992, respectively.
Ji has over 20 years of experience in the hospitality industry. He co-founded Homeinns Hotel Group (formerly known as Home Inns & Hotels Management Inc.) (Nasdaq: HMIN, delisted), and served as its chief executive officer from 2002 to January 2005.
Shen received his master’s degree from Yale University in November 1992 and his bachelor’s degree in applied mathematics from Shanghai Jiao Tong University in July 1988. Qi Ji is one of the co-founders of our company. He has served as our director since our inception and as an independent director since 2008.
Shen also served as a non-executive director of BTG Hotels Group (SHSE: 600258) from January 2017 to April 2024, and a non-executive director of Meituan (SEHK: 3690) from October 2015 to June 2024. Mr. Shen received his master’s degree from Yale University in November 1992 and his bachelor’s degree in applied mathematics from Shanghai Jiao Tong University in July 1988.
He obtained his bachelor’s degree from the Guanghua School of Management, Peking University in 2007. 106 Table of Contents B. Compensation We have entered into a standard form of director agreement with each of our directors. Under these agreements, we paid cash compensation (inclusive of directors’ fees) to our directors in an aggregate amount of US$1.8 million in 2023.
Luo holds bachelor’s degrees in both information management and systems and economics from Peking University, a master’s degree in management science and engineering from Tsinghua University, and a Ph.D. degree in management science from Peking University. B. Compensation We have entered into a standard form of director agreement with each of our directors.
Removed
Each of our directors will hold office until such director’s successor is elected and duly qualified, or until such director’s earlier death, bankruptcy, insanity, resignation or removal.
Added
He has over 20 years of technology and management experience. He holds a bachelor’s degree in Computer Science from Peking University, and a master’s degree in Computer Science from Northeastern University in the United States.
Removed
Currently, he also serves as a director of MakeMyTrip Limited (Nasdaq: MMYT). Mr.
Added
He received his bachelor’s degree in engineering mechanics and master degree in mechanical engineering from Shanghai Jiao Tong University in China in 1989 and February 1992, respectively. 100 Table of Contents Gabriel Li has served at different times on our board of directors since March 2000. Mr.
Removed
Xiong obtained his bachelor’s degree in computer science from Peking University in 1997, and his master’s degree in computer science from Northeastern University in the United States in 1999. 105 Table of Contents Neil Nanpeng Shen is one of the co-founders of our company and has been our company’s director since our inception and an independent director since October 2008.
Added
Luo has served as the executive vice president of Baidu since October 2024 and previously served as the chief financial officer of Baidu from November 2021 to October 2024. Prior to joining Baidu, Mr. Luo served as the chief financial officer of TAL Education Group (NYSE: TAL) from November 2014 to October 2021 and played several key management roles.
Removed
Shen also serves as a director of a number of public and private companies, including a non-executive director of BTG Hotels Group (SHSE: 600258) since January 2017, and a non-executive director of Meituan (formerly Meituan Dianping) (SEHK: 3690) since October 2015. Mr. Shen was an independent non-executive director of PDD Holdings Inc.
Added
Prior to that, Mr. Luo was the chief financial officer of eLong Inc. from 2013 to 2014. Before that, Mr. Luo held different financial management positions at Lenovo Group and Microsoft. Mr.
Removed
(Nasdaq: PDD) from April 2018 to November 2022, a non-executive director of Noah Holdings Limited (NYSE: NOAH; SEHK: 6686) from January 2016 to August 2023, and a non-executive director of Ninebot Limited (SHSE: 689009) from July 2015 to December 2023. Mr.
Added
Compensation—Employees’ Share Incentive Plans” for options granted to our directors in 2024. We have entered into standard forms of employment agreements with our executive officers.
Removed
(Nasdaq: IQ) since March 2021 and currently serves as the chairman of its board of directors. Mr. He joined Baidu, Inc. (Nasdaq: BIDU, SEHK: 9888) in June 2019 and currently serves as a senior vice president of Baidu. Mr. He was appointed as the leader, and be in full charge, of the Mobile Ecosystem Group (MEG) in May 2022.
Added
In June and July 2023, as approved by our compensation committee, we extended the exercise period of certain options that were granted under our 2007 Share Incentive Plan to our directors and executive officers for additional three years from their respective original expiration dates.
Removed
Prior to his current position, Mr. He oversaw Baidu’s M&A (Mergers & Acquisition), SIM (Strategic Investment Management), SOM (Sales Operation and Management), and FP&A (Financial Planning & Analysis) departments. Prior to joining Baidu, he had rich working experience with investment firms including China International Capital Corporation (CICC), CITIC Private Equity, Warburg Pincus and Tibet Langrun Capital. Mr.
Added
Officers are elected by and serve at the discretion of the board of directors. D.
Removed
Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to act with skill and care.
Added
The address for Capital World Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071. (9) Includes 34,810,086 ordinary shares beneficially owned as of December 31, 2024 by BlackRock, Inc., based on the information contained in the Schedule 13G filed by BlackRock, Inc. on January 30, 2025.
Removed
Officers are elected by and serve at the discretion of the board of directors. 111 Table of Contents Board Diversity Board Diversity Matrix (As of February 29, 2024) Country of Principal Executive Offices: Singapore Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 8 Female Male Non- Binary Did Not Disclose Gender Part I: Gender Identity Directors 1 7 — — Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ — Did Not Disclose Demographic Background 3 D.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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We may exercise the option by issuing a written notice to the shareholder of the VIE. Subject to the evaluation requirements or other restrictions imposed by applicable PRC laws and regulations, the purchase price should be equal to the contribution actually made by the shareholder for the equity interest.
We may exercise the option by issuing a written notice to the shareholder of Ctrip Commerce (VIE). Subject to the evaluation requirements or other restrictions imposed by applicable PRC laws and regulations, the purchase price should be equal to the contribution actually made by the shareholder for the equity interest.
This agreement is valid and binding on the parties, their heirs, successors and permitted assignees. We retain the exclusive right to terminate the agreements at any time by delivering a written notice to the shareholder of applicable VIE. Hui Cao and Hui Wang also entered into an equity option agreement with Qunar, Qunar Software and Qunar Beijing (VIE).
This agreement is valid and binding on the parties, their heirs, successors and permitted assignees. We retain the exclusive right to terminate the agreements at any time by delivering a written notice to the shareholder of Ctrip Commerce (VIE). Hui Cao and Hui Wang also entered into an equity option agreement with Qunar, Qunar Software and Qunar Beijing (VIE).
Each such power of attorney is effective until such time as such shareholder ceases to hold any equity interest in Qunar Beijing (VIE). The terms of the power of attorney with respect to Qunar Beijing (VIE) are substantially similar to the terms described in the foregoing paragraph. Technical Consulting and Services Agreements .
Each such power of attorney is effective until such time as such shareholder ceases to hold any equity interest in Qunar Beijing (VIE). The terms of the power of attorney with respect to Qunar Beijing (VIE) are substantially similar to the terms described in the foregoing paragraph. 110 Table of Contents Technical Consulting and Services Agreements .
This agreement is valid and binding on the parties, their successors and permitted assignees. The VIEs and their shareholders agree not to enter into any transaction that would affect the assets, obligations, rights or operations of the VIEs without our prior written consent.
This agreement is valid and binding on the parties, their successors and permitted assignees. 112 Table of Contents The VIEs and their shareholders agree not to enter into any transaction that would affect the assets, obligations, rights or operations of the VIEs without our prior written consent.
Although the service fees are typically determined based on the number of transportation tickets sold, given the fact that the nominee shareholders of such VIEs have irrevocably appointed a designated person to vote on their behalf on all matters they are entitled to vote on, we have the right to determine the level of service fees paid and therefore receive substantially all of the economic benefits of the VIEs in the form of service fees.
Although the service fees are typically determined based on the number of transportation tickets sold, given the fact that the nominee shareholders of Ctrip Commerce (VIE) have irrevocably appointed a designated person to vote on their behalf on all matters they are entitled to vote on, we have the right to determine the level of service fees paid and therefore receive substantially all of the economic benefits of the VIEs in the form of service fees.
In the event any of such VIE breaches any of its obligations or any shareholder of such VIEs breaches his or her obligations, as the case may be, under these agreements, we are entitled to enforce the equity pledge right and sell or otherwise dispose of the pledged equity interests, and have priority in receiving payment from proceeds from the auction or sale of all or part of the pledge until the obligations are settled.
In the event Ctrip Commerce (VIE) breaches any of its obligations or any shareholder of Ctrip Commerce (VIE) breaches his or her obligations, as the case may be, under these agreements, we are entitled to enforce the equity pledge right and sell or otherwise dispose of the pledged equity interests, and have priority in receiving payment from proceeds from the auction or sale of all or part of the pledge until the obligations are settled.
The services fees paid by all of the VIEs as a percentage of their total net income were 108%, 136%, and 128% for the years ended December 31, 2021, 2022, and 2023, respectively. Ctrip Travel Network will exclusively own any intellectual property rights arising from the performance of this agreement.
The services fees paid by all of the VIEs as a percentage of their total net income were 136%, 128%, and 92% for the years ended December 31, 2022, 2023, and 2024, respectively. Ctrip Travel Network will exclusively own any intellectual property rights arising from the performance of this agreement.
Therefore, if we exercise these options, we may choose to cancel the outstanding loans we extended to the shareholders of such VIEs pursuant to the loan agreements as the loans were used solely for equity contribution purposes. The initial term of these agreements is 10 years and may be renewed automatically in 10-year terms unless we disapprove the extension.
Therefore, if we exercise these options, we may choose to cancel the outstanding loans we extended to the shareholders of Ctrip Commerce (VIE) pursuant to the loan agreements as the loans were used solely for equity contribution purposes. The initial term of these agreements is 10 years and may be renewed automatically in 10-year terms unless we disapprove the extension.
These business loan amounts were injected into the applicable VIEs as capital and cannot be accessed for any personal uses. The initial term of the loan agreements is 10 years and may be renewed automatically in 10-year terms unless we disapprove the extension by written notice in advance.
These business loan amounts were injected into Ctrip Commerce (VIE) as capital and cannot be accessed for any personal uses. The initial term of the loan agreements is 10 years and may be renewed automatically in 10-year terms unless we disapprove the extension by written notice in advance.
Each such power of attorney will remain effective as long as the applicable VIE exists, and such shareholders of the applicable VIEs are not entitled to terminate or amend the terms of the power of attorneys without prior written consent from us.
Each such power of attorney will remain effective as long as Ctrip Commerce (VIE) exists, and such shareholders of Ctrip Commerce (VIE) are not entitled to terminate or amend the terms of the power of attorneys without prior written consent from us.
The loan agreements will remain effective until the parties have fully performed their respective obligations under the agreement, and the shareholders of such VIEs have no right to unilaterally terminate these agreements or repay the loan in advance. The loan agreements are valid and binding on the parties, their successors and permitted assignees.
The loan agreements will remain effective until the parties have fully performed their respective obligations under the agreement, and the shareholders of Ctrip Commerce (VIE) have no right to unilaterally terminate these agreements or repay the loan in advance. The loan agreements are valid and binding on the parties, their successors and permitted assignees.
Total commissions H World paid us amounted to RMB248 million (US$35 million) for the year ended December 31, 2023. These commissions were paid to us in our ordinary course of business on terms substantially similar to those for our unrelated hotel suppliers. Commissions from BTG BTG Hotels (Group) Co., Ltd., or BTG, is an equity method investee of us.
Total commissions H World paid us amounted to RMB283 million (US$39 million) for the year ended December 31, 2024. These commissions were paid to us in our ordinary course of business on terms substantially similar to those for our unrelated hotel suppliers. Commissions from BTG BTG Hotels (Group) Co., Ltd., or BTG, is an equity method investee of us.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees — E. Share Ownership.” B. Related Party Transactions Arrangements with the VIEs Current PRC laws and regulations impose restrictions on foreign ownership of the travel agency and value-added telecommunications businesses in China.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B. Related Party Transactions Arrangements with the VIEs Current PRC laws and regulations impose restrictions on foreign ownership of certain businesses in China.
BTG entered into agreements with us to provide hotel rooms for our customers. Total commissions from BTG amounted to RMB129 million (US$18 million) for the year ended December 31, 2023. These commissions were paid to us in our ordinary course of business on terms substantially similar to those for our unrelated hotel suppliers.
BTG entered into agreements with us to provide hotel rooms for our customers. Total commissions from BTG amounted to RMB160 million (US$22 million) for the year ended December 31, 2024. These commissions were paid to us in our ordinary course of business on terms substantially similar to those for our unrelated hotel suppliers.
In the event that the PRC government lifts its restrictions on foreign ownership of the travel agency or value-added telecommunications business in China, as applicable, we will exercise our exclusive option to purchase all of the outstanding equity interests of the VIEs, as described in the following paragraph, and the loan agreements will be canceled in connection with such purchase.
In the event that the PRC government lifts its restrictions on foreign ownership of the value-added telecommunications business in China, as applicable, we will exercise our exclusive option to purchase all of the outstanding equity interests of Ctrip Commerce (VIE), as described in the following paragraph, and the loan agreements will be canceled in connection with such purchase.
For instance, the VIEs may cause the economic benefits to be channeled to them in the form of dividends, which then may be further consolidated and absorbed by us through the contractual arrangements described above. Share Incentive Grants Please refer to “Item 6. Directors, Senior Management and Employees — B.
For instance, the VIEs may cause the economic benefits to be channeled to them in the form of dividends, which then may be further consolidated and absorbed by us through the contractual arrangements described above. Share Incentive Grants Please refer to “Item 6. Directors, Senior Management and Employees—B. Compensation—Employees’ Share Incentive Plans.” Employment Agreements See “Item 6.
Technology service fees from Shangcheng Consumer Finance Shangcheng Consumer Finance Corporation Limited, or Shangcheng Consumer Finance, is an equity method investee of us. We provide Shangcheng Consumer Finance access to our platform to provide financial services to our users. Total technology service fees from Shangcheng Consumer Finance amounted to RMB200 million (US$28 million) for the year ended December 31, 2023.
Technology service fees from Shangcheng Consumer Finance Shangcheng Consumer Finance Corporation Limited, or Shangcheng Consumer Finance, is an equity method investee of us. We provide Shangcheng Consumer Finance access to our platform to provide financial services to our users. Total technology service fees from Shangcheng Consumer Finance amounted to RMB196 million (US$27 million) for the year ended December 31, 2024.
For 2021, 2022, and 2023, the VIEs paid Ctrip Travel Network a quarterly fee based on the number of transportation tickets sold in the quarter, at an average rate of RMB3 (US$0.4) per ticket.
For 2022, 2023, and 2024 the VIEs paid Ctrip Travel Network a quarterly fee based on the number of transportation tickets sold in the quarter, at an average rate of RMB4 (US$0.5) per ticket.
In consideration for our services, the VIEs agree to pay us service fees as calculated in such manner as determined by us from time to time based on the nature of service, which may be adjusted periodically.
In consideration for our services, Ctrip Commerce (VIE) agrees to pay us service fees as calculated in such manner as determined by us from time to time based on the nature of service, which may be adjusted periodically.
Ctrip Travel Network, a wholly-owned PRC subsidiary of ours, provides the VIEs, except for Qunar Beijing (VIE), with technical consulting and related services and staff training and information services on an exclusive basis. We also maintain their network platforms.
Ctrip Travel Network, a wholly-owned PRC subsidiary of ours, provides Ctrip Commerce (VIE), with technical consulting and related services and staff training and information services on an exclusive basis. We also maintain their network platforms.
Total commissions and other service fees paid by us to Tongcheng Travel amounted to RMB51 million (US$7 million), and total commissions and other service fees paid by Tongcheng Travel to us amounted to RMB253 million (US$36 million) for the year ended December 31, 2023.
Total commissions and other service fees paid by us to Tongcheng Travel amounted to RMB51 million (US$7 million), and total commissions and other service fees paid by Tongcheng Travel to us amounted to RMB274 million (US$37 million) for the year ended December 31, 2024.
Date of Loan Agreement Borrower Significant VIE Principal Interest Maturity Date Outstanding Balance RMB US$ RMB US$ (in millions) (in millions) November 30, 2021 Bo Sun Ctrip Commerce (VIE) 808.2 113.8 None November 29, 2031 808.2 113.8 April 9, 2019 Maohua Sun Ctrip Commerce (VIE) 88.7 12.5 None December 13, 2025 88.7 12.5 December 14, 2015 Maohua Sun Ctrip Commerce (VIE) 3.1 0.4 None December 13, 2025 3.1 0.4 March 20, 2017 Min Fan Chengdu Ctrip (VIE) 477.6 67.3 None December 13, 2025 477.6 67.3 December 14, 2015 Min Fan Chengdu Ctrip (VIE) 19.9 2.8 None December 13, 2025 19.9 2.8 March 20, 2017 Qi Shi Chengdu Ctrip (VIE) 2.4 0.3 None December 13, 2025 2.4 0.3 December 14, 2015 Qi Shi Chengdu Ctrip (VIE) 0.1 0.0 None December 13, 2025 0.1 0.0 March 23, 2016 Hui Cao Qunar Beijing (VIE) 6.6 0.9 None Until repayment notice 6.6 0.9 March 23, 2016 Hui Wang Qunar Beijing (VIE) 4.4 0.6 None Until repayment notice 4.4 0.6 Exclusive Option Agreements .
Date of Loan Agreement Borrower Significant VIE Principal Interest Maturity Date Outstanding Balance RMB US$ RMB US$ (in millions) (in millions) November 30, 2021 Bo Sun Ctrip Commerce (VIE) 808.2 110.7 None November 29, 2031 808.2 110.7 April 9, 2019 Maohua Sun Ctrip Commerce (VIE) 88.7 12.2 None December 13, 2035 88.7 12.2 December 14, 2015 Maohua Sun Ctrip Commerce (VIE) 3.1 0.4 None December 13, 2035 3.1 0.4 March 23, 2016 Hui Cao Qunar Beijing (VIE) 6.6 0.9 None Until repayment notice 6.6 0.9 March 23, 2016 Hui Wang Qunar Beijing (VIE) 4.4 0.6 None Until repayment notice 4.4 0.6 Exclusive Option Agreements .
As consideration for our entering into the loan agreements described above, each of the shareholders of the VIEs, except for Hui Cao and Hui Wang who entered into a separate set of contractual arrangements as described below, has granted us an exclusive, irrevocable option to purchase, or designate one or more person(s) at our discretion to purchase, all of their equity interests in the applicable VIEs at any time we desire, subject to compliance with the applicable PRC laws and regulations.
As consideration for our entering into the loan agreements described above, each of the shareholders of Ctrip Commerce (VIE), has granted us an exclusive, irrevocable option to purchase, or designate one or more person(s) at our discretion to purchase, all of their equity interests in Ctrip Commerce (VIE) at any time we desire, subject to compliance with the applicable PRC laws and regulations.
As of the date of this annual report, the equity holding structures of each of the significant VIEs are as follows: • Maohua Sun and Bo Sun owned 10.2% and 89.8%, respectively, of Ctrip Commerce (VIE). 115 Table of Contents • Ctrip Commerce (VIE) owned 100% of Shanghai Huacheng (VIE). • Min Fan and Qi Shi owned 99.5% and 0.5%, respectively, of Chengdu Ctrip (VIE). • Hui Cao and Hui Wang owned 60% and 40%, respectively, of Qunar Beijing (VIE).
As of the date of this annual report, the equity holding structures of each of the significant VIEs and VIEs’ subsidiaries are as follows: • Maohua Sun and Bo Sun owned 10.2% and 89.8%, respectively, of Ctrip Commerce (VIE). • Ctrip Commerce (VIE) owned 100% of Shanghai Huacheng (VIE). • Hui Cao and Hui Wang owned 60% and 40%, respectively, of Qunar Beijing (VIE).
In enforcing the pledge, Qunar Software is entitled to dispose of the pledge and have priority in receiving payment from proceeds from the auction or sale of all or part of the pledge until the obligations are settled. The terms of this agreement are substantially similar to the terms described in the foregoing paragraph. Loan Agreements .
In enforcing the pledge, Qunar Software is entitled to dispose of the pledge and have priority in receiving payment from proceeds from the auction or sale of all or part of the pledge until the obligations are settled.
C. Interests of Experts and Counsel Not applicable.
C. Interests of Experts and Counsel Not applicable. 113 Table of Contents
The shareholders of the VIEs, except for Hui Cao and Hui Wang who entered into a separate set of contractual arrangements as described below, have pledged their respective equity interests in the applicable VIEs as a guarantee for the performance of all the obligations under the other contractual arrangements, including payment by such VIEs of the technical and consulting services fees to us under the technical consulting and services agreements, repayment of the business loan under the loan agreements and performance of obligations under the exclusive option agreements, each agreement as described herein.
The shareholders of Ctrip Commerce (VIE), have pledged their respective equity interests in Ctrip Commerce (VIE) as a guarantee for the performance of all the obligations under the other contractual arrangements, including payment by Ctrip Commerce (VIE) of the technical and consulting services fees to us under the technical consulting and services agreements, repayment of the business loan under the loan agreements and performance of obligations under the exclusive option agreements, each agreement as described herein.
The terms of this loan agreement is substantially similar to the terms described in the foregoing paragraphs. 117 Table of Contents The following table sets forth, as of the date of this annual report, the amount of each business loan, the date each business loan arrangement was entered into, the principal, interest, maturity date and outstanding balance of the loan, the borrower and the corresponding significant VIE.
The following table sets forth, as of the date of this annual report, the amount of each business loan, the date each business loan arrangement was entered into, the principal, interest, maturity date and outstanding balance of the loan, the borrower and the corresponding significant VIE.
The pledge has been established upon registration with the local branch of the SAMR, and will expire two years after the pledgor and the applicable VIEs no longer undertake any obligations under the above-referenced agreements. 116 Table of Contents As of the date of this annual report, pursuant to the equity interest pledge agreement among Qunar Software, Hui Cao and Hui Wang, Hui Cao and Hui Wang have pledged their equity interests in Qunar Beijing (VIE) along with all rights, titles and interests to Qunar Software as guarantee for the performance of all obligations under the contractual arrangements mentioned herein.
As of the date of this annual report, pursuant to the equity interest pledge agreement among Qunar Software, Hui Cao and Hui Wang, Hui Cao and Hui Wang have pledged their equity interests in Qunar Beijing (VIE) along with all rights, titles and interests to Qunar Software as guarantee for the performance of all obligations under the contractual arrangements mentioned herein.
Tongcheng Travel uses its platform to promote the hotel rooms provided by us from our travel suppliers and provides marketing and other services to us. We also promote Tongcheng Travel’s hotel rooms on our platform and provide technology services to Tongcheng Travel.
We also promote Tongcheng Travel’s hotel rooms on our platform and provide technology services to Tongcheng Travel.
Under the loan agreements we entered into with the shareholders of the VIEs, except for Hui Cao and Hui Wang who entered into a separate set of contractual arrangements as described below, we extended long-term business loans to these shareholders of the VIEs with the sole purpose of providing funds necessary for the capitalization or acquisition of such VIEs.
Under the loan agreements we entered into with the shareholders of Ctrip Commerce (VIE), we extended long-term business loans to these shareholders of Ctrip Commerce (VIE) with the sole purpose of providing funds necessary for the capitalization or acquisition of Ctrip Commerce (VIE).
Each of the shareholders of the VIEs, except for Hui Cao and Hui Wang who entered into a separate set of contractual arrangements as described below, signed an irrevocable power of attorney to appoint Ctrip Travel Network, as attorney-in-fact to vote, by itself or any other person to be designated at its discretion, on all matters of the applicable VIEs.
The principal terms of these agreements are described below. Powers of Attorney . The shareholders of Ctrip Commerce (VIE) signed an irrevocable power of attorney to appoint Ctrip Travel Network, as attorney-in-fact to vote, by itself or any other person to be designated at its discretion, on all matters of Ctrip Commerce (VIE).
The loan agreements are valid and binding on the parties, their successors and permitted assignees.
The loan agreements are valid and binding on the parties, their successors and permitted assignees. The terms of this loan agreement are substantially similar to the terms described in the foregoing paragraphs.
As of the date of this annual report, Min Fan, our vice chairman of the board and president, Bo Sun, Maohua Sun, Qi Shi, Hui Cao, and Hui Wang, all being our employees or senior consultants, are the principal record owners of the VIEs.
GAAP. Moreover, we plan to enter into the same series of agreements with all of the future variable interest entities. As of the date of this annual report, Bo Sun, Maohua Sun, Hui Cao, and Hui Wang, all being our employees or senior consultants, are the principal record owners of the VIEs.
Compensation — Employees’ Share Incentive Plans.” 118 Table of Contents Employment Agreements See “Item 6. Directors, Senior Management and Employees — B. Compensation.” Commissions and other service fees to/from Tongcheng Travel Tongcheng Travel Holdings Limited, or Tongcheng Travel, is an equity method investee of us.
Directors, Senior Management and Employees—B. Compensation.” Commissions and other service fees to/from Tongcheng Travel Tongcheng Travel Holdings Limited, or Tongcheng Travel, is an equity method investee of us. Tongcheng Travel uses its platform to promote the hotel rooms provided by us from our travel suppliers and provides marketing and other services to us.
Removed
GAAP. Moreover, we plan to enter into the same series of agreements with all of the future variable interest entities.
Added
The pledge has been established upon registration with the local branch of the SAMR, and will expire two years after the pledgor and Ctrip Commerce (VIE) no longer undertake any obligations under the above-referenced agreements.
Removed
The principal terms of these agreements are described below. Powers of Attorney .
Added
The terms of this agreement are substantially similar to the terms described in the foregoing paragraph. 111 Table of Contents Loan Agreements .

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