CTRP [CTRIP COM INTERNATIONAL] 6-K: Ctrip Reports Unaudited Second Quarter of 2019 Financial

Ticker: CTRP, Company: CTRIP COM INTERNATIONAL LTD, Type: 6-K, Date: 2019-09-10
Original SEC Filing: Click here


Webplus: CTRP/20190910/6-K/2_EX-99.1/000.htm SEC Original: d797276dex991.htm
Ctrip Reports Unaudited Second Quarter of 2019 Financial Results in-destination Shanghai, China, September 9, 2019 – Ctrip.com International, Ltd. (Nasdaq: CTRP) (“Ctrip” or the “Company”), a leading provider of online travel and related services, including accommodation reservation, transportation ticketing, packaged tours and Key Highlights for the Second Quarter of 2019 • Ctrip reported strong financial results for the second quarter



EX-99.1 2 d797276dex991.htm EX-99.1

Exhibit 99.1

Ctrip Reports Unaudited Second Quarter of 2019 Financial Results

Shanghai, China, September 9, 2019 - Ctrip.com International, Ltd. (Nasdaq: CTRP) (“Ctrip” or the “Company”), a leading provider of online travel and related services, including accommodation reservation, transportation ticketing, packaged tours andin-destination services, corporate travel management, and other travel-related services, today announced its unaudited financial results for the second quarter ended June 30, 2019.

Key Highlights for the Second Quarter of 2019

Ctrip reported strong financial results for the second quarter of 2019.

Income from operations increased by 84% year-over-year to RMB1.3 billion (US$194 million). Excluding share-based compensation charges,non-GAAP income from operations increased by 43% year-over-year to RMB1.7 billion (US$251 million) in the second quarter of 2019.

Net revenue increased by 19%year-over-year to RMB8.7 billion (US$1.3 billion) in the second quarter of 2019.

Ctrip’s international businesses sustained robust growth momentum.

The growth rate of the international hotel business and international air business (excluding the Skyscanner business) in the second quarter of 2019 more than doubled that of the China outbound traffic growth in the same period.

In the second quarter of 2019, revenues generated from international businesses, including travel services for cross-border travelers in Greater China area and users in foreign countries, accounted for over 35% of total revenue in the second quarter of 2019.

Ctrip increased its presence in lower-tier cities in China.

Ctrip brandedlow-star hotel room-nights increased more than 50% year-over-year in the second quarter of 2019.

Gross merchandise value, or GMV, of the offline stores experienced continued strong growth, with daily GMV reaching RMB120 million during peak days.

“We are encouraged by our results across our businesses and markets,” said Jane Sun, Chief Executive Officer. “Our team continued to push the product coverage in scope and depth, improve customer service quality, and expand our exposure in domestic and oversea markets. We are confident and excited about the long-term future for the travel industry in China and the world.”

“Today, we also announced a proposal to change the company’s name to Trip.com Group Limited,” said James Liang, Executive Chairman. “The new name reflects the services and products we provide, and can be easily remembered by global users. In October, we will celebrate the 20th Anniversary. Over the next decade, we will strive to become one of the most innovative and respected companies in the global travel industry.”


Second Quarter of 2019 Financial Results and Business Updates

For the second quarter of 2019, Ctrip reported net revenue of RMB8.7 billion (US$1.3 billion), representing a 19% increase from the same period in 2018. Net revenue for the second quarter of 2019 increased by 6% from the previous quarter.

Accommodation reservation revenue for the second quarter of 2019 was RMB3.4 billion (US$497 million), representing a 21% increase from the same period in 2018, primarily due to strong execution by our brand teams to increase the accommodation choices we offer and provide a continuously improving consumer experience. Accommodation reservation revenue for the second quarter of 2019 increased by 13% from the previous quarter, primarily due to seasonality.

Transportation ticketing revenue for the second quarter of 2019 was RMB3.4 billion (US$496 million), representing a 13% increase from the same period in 2018, primarily driven by strong international air ticketing demand and an increase in ground transportation. Transportation ticketing revenue for the second quarter of 2019 increased by 2% from the previous quarter.

Packaged-tour revenue for the second quarter of 2019 was RMB1.1 billion (US$153 million), representing a 25% increase from the same period in 2018, primarily driven by significant traffic from offline stores and high demand of customized tours. Packaged-tour revenue for the second quarter of 2019 remained consistent with that for the previous quarter.

Corporate travel revenue for the second quarter of 2019 was RMB309 million (US$45 million), representing a 21% increase from the same period in 2018, primarily driven by expansion in corporate customer base and an optimized product mix trend. Corporate travel revenue for the second quarter of 2019 increased by 30% from the previous quarter, primarily due to seasonality.

Gross margin was 79% for the second quarter of 2019, compared to 80% in the same period in 2018, and remained consistent with that for the previous quarter.

Product development expenses for the second quarter of 2019 increased by 17% to RMB2.6 billion (US$385 million) from the same period in 2018, product development expenses increased by 4% from the previous quarter, primarily due to an increase in product development personnel related expenses. Product development expenses for the second quarter of 2019 accounted for 30% of the net revenue for the same period. Excluding share-based compensation charges,non-GAAP product development expenses for the second quarter of 2019 accounted for 28% of the net revenue for the same period, which increased from 27% in the same period in 2018 and remained consistent with those for the previous quarter.

Sales and marketing expenses for the second quarter of 2019 decreased by 4% to RMB2.1 billion (US$307 million) from the same period in 2018, decreased by 5% from the previous quarter, primarily due to a decrease in sales and marketing activities related expenses. Sales and marketing expenses for the second quarter of 2019 accounted for 24% of the net revenue for the same period. Excluding share-based compensation charges,non-GAAP sales and marketing expenses for the second quarter of 2019 accounted for 24% of the net revenue for the same period, which decreased from 29% in the same period in 2018 and 27% in the previous quarter.


General and administrative expenses for the second quarter of 2019 increased by 18% to RMB810 million (US$118 million) from the same period in 2018, primarily due to an increase in general and administrative personnel related expenses. General and administrative expenses decreased by 2% from the previous quarter. General and administrative expenses for the second quarter of 2019 accounted for 9% of the net revenue for the same period. Excluding share-based compensation charges,non-GAAP general and administrative expenses accounted for 8% of the net revenue for the same period, which increased from 7% in the same period in 2018 and remained consistent with those for the previous quarter.

Income from operations for the second quarter of 2019 was RMB1.3 billion (US$194 million), compared to income from operations of RMB724 million in the same period in 2018 and RMB885 million in the previous quarter. Income from operations increased by 84% year-over-year in the second quarter of 2019. Excluding share-based compensation charges,non-GAAP income from operations was RMB1.7 billion (US$251 million), compared to RMB1.2 billion in the same period in 2018 and RMB1.4 billion in the previous quarter.Non-GAAP income from operations increased by 43% year-over-year in the second quarter of 2019.

Operating margin was 15% for the second quarter of 2019, compared to 10% in the same period in 2018, and 11% in the previous quarter. Excluding share-based compensation charges,non-GAAP operating margin was 20%, compared to 16% in the same period in 2018 and 17% in the previous quarter.

Income tax expense for the second quarter of 2019 was RMB336 million (US$49 million), compared to RMB322 million in the same period of 2018 and RMB677 million in the previous quarter. The change in our effective tax rate was primarily due to changes in the profitability of our subsidiaries that have different tax rates, including certainnon-taxable income of the fair value changes in equity securities investments.

Net loss attributable to Ctrip’s shareholders for the second quarter of 2019 was RMB403 million (US$59 million), compared to net income attributable to Ctrip’s shareholders of RMB2.4 billion in the same period in 2018 and RMB4.6 billion in the previous quarter, mainly due to the RMB1.3 billion loss from fair value changes in equity securities investments. Excluding share-based compensation charges and fair value changes of equity securities investments,non-GAAP net income attributable to Ctrip’s shareholders was RMB1.3 billion (US$193 million), compared to RMB1.1 billion in the same period in 2018 and RMB1.8 billion in the previous quarter.

Diluted losses per ADS were RMB0.73 (US$0.11) for the second quarter of 2019. Excluding share-based compensation charges and fair value changes of equity securities investments,non-GAAP diluted earnings per ADS were RMB2.25 (US$0.33) for the second quarter of 2019.

As of June 30, 2019, the balance of cash and cash equivalents, restricted cash, short-term investment, held to maturity time deposit and financial products was RMB67.8 billion (US$9.9 billion).


Business Outlook

For the third quarter of 2019, the Company expects the net revenue growth to continue at ayear-over-year rate of approximately 10%-15%. This forecast reflects Ctrip’s current and preliminary view, which is subject to change.

Conference Call

Ctrip.com International, Ltd. (Nasdaq: CTRP), a leading provider of online travel and related services, including accommodation reservation, transportation ticketing, packaged tours andin-destination services, corporate travel management, and other travel-related services, will announce its second quarter of 2019 results on Monday, September 9, 2019, U.S. Time, after the market closes.

Ctrip’s management team will host a conference call at 8:00PM U.S. Eastern Time on September 9, 2019 (or 8:00AM on September 10, 2019 in the Shanghai/Hong Kong Time) following the announcement.

The conference call will be available on Webcast live and replay at:http://ir.ctrip.com. The call will be archived for twelve months at this website.

Listeners may access the call by dialing the following numbers:

US: 1-855-881-1339 or1-914-202-3258
Hong Kong: 800-966-806
Mainland China: 400-120-0659
International: +61-731-454-010
Passcode: 10001548

Forpre-registration, please click

https://s1.c-conf.com/diamondpass/Ctrip-10001548-invite.html

A telephone replay of the call will be available after the conclusion of the conference call until September 17, 2019. Thedial-in details for the replay:

International dial-in number: +61-7-3107-6325
Passcode: 10001548

Safe Harbor Statement

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “is/are likely to,” “confident” or other similar statements. Among other things, quotations from management and the Business Outlook section in this press release, as well as Ctrip’s strategic and operational plans, contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Potential risks and uncertainties include, but are not limited to, severe or prolonged downturn in the global or Chinese economy, general declines or disruptions in the travel industry, volatility in the trading price of Ctrip’s ADSs, Ctrip’s reliance on its relationships and contractual arrangements with travel suppliers and strategic alliances, failure to compete against new and existing competitors, failure to successfully manage current growth and potential future growth, risks associated with any strategic investments or acquisitions, seasonality in the travel industry in the relevant jurisdictions where Ctrip operates, failure to successfully develop Ctrip’s existing or future business lines, damage to or failure of Ctrip’s infrastructure and technology, loss of services of Ctrip’s key executives, adverse changes in economic and political policies of the PRC government, inflation in China, risks and uncertainties associated with PRC laws and regulations with respect to the ownership structure of Ctrip’s affiliated Chinese entities and the contractual arrangements among Ctrip, its affiliated Chinese entities and their shareholders, and other risks outlined in Ctrip’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release and in the attachments is as of the date of the issuance, and Ctrip does not undertake any obligation to update any forward-looking statement, except as required under applicable law.


AboutNon-GAAP Financial Measures

To supplement Ctrip’s unaudited condensed consolidated financial statements presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), Ctrip usesNon-GAAP financial information related to product development expenses, sales and marketing expenses, general and administrative expenses, income from operations, operating margin, net income attributable to Ctrip’s shareholders, and diluted earnings per ordinary share and per ADS, each of which (except for net commission earned) is adjusted from the most comparable GAAP result to exclude the share-based compensation charges recorded under ASC 718, “Compensation-Stock Compensation” and its share-based compensation charges are not tax deductible, and fair value changes of equity securities investments, net of tax, recorded under ASU2016-1. Ctrip’s management believes theNon-GAAP financial measures facilitate better understanding of operating results from quarter to quarter and provide management with a better capability to plan and forecast future periods.

Non-GAAP information is not prepared in accordance with GAAP and may be different fromNon-GAAP methods of accounting and reporting used by other companies. The presentation of this additional information should not be considered a substitute for GAAP results. A limitation of usingNon-GAAP financial measures is thatNon-GAAP measures exclude share-based compensation charges and fair value changes of equity securities investments that have been and will continue to be significant recurring expenses in Ctrip’s business for the foreseeable future.

Reconciliations of Ctrip’sNon-GAAP financial data to the most comparable GAAP data included in the consolidated statement of operations are included at the end of this press release.


About Ctrip.com International, Ltd.

Ctrip.com International, Ltd. is a leading provider of online travel and related services, including accommodation reservation, transportation ticketing, packaged tours andin-destination services, corporate travel management, and other travel-related services. It enables business and leisure travelers to make informed and cost-effective bookings by aggregating comprehensive travel-related information and offering its services through an advanced transaction and service platform consisting of its mobile apps, internet websites, and toll-free,24-hour customer service centers. The family of travel brands mainly includes: Ctrip, a leading provider of online travel and related services in China; Qunar, a leading online travel agency in China; Trip.com, an online travel agency for global consumers; and Skyscanner, a leading global travel search site. The Company has experienced significant growth since its inception in 1999 and become one of the largest travel service providers in the world.

For further information, please contact:

Investor Relations

Ctrip.com International, Ltd.

Tel: (+86) 21 3406 4880 X 12229

Email:iremail@ctrip.com


Ctrip.com International, Ltd.

Unaudited Consolidated Balance Sheets

(In millions, except share and per share data)

December 31, 2018 June 30, 2019 June 30, 2019
RMB (million) RMB (million) USD (million)
(unaudited) (unaudited) (unaudited)

ASSETS

Current assets:

Cash and cash equivalents

21,530 23,002 3,351

Restricted cash

4,244 3,901 568

Short-term investments

36,753 32,949 4,799

Accounts receivable, net

5,668 7,927 1,155

Prepayments and other current assets

11,199 12,386 1,804

Total current assets

79,394 80,165 11,677

Long-term deposits and prepayments

768 988 144

Land use rights

94 93 13

Property, equipment and software

5,872 5,879 856

Investments

26,874 35,000 5,098

Goodwill

58,026 57,920 8,437

Intangible assets

13,723 13,388 1,950

Other long-term receivable

229 23 3

Right-of-use asset*

1,058 154

Deferred tax assets

850 758 110

Total assets

185,830 195,272 28,442

LIABILITIES

Current liabilities:

Short-term debt and current portion of long-term debt

36,011 37,690 5,490

Accounts payable

11,714 12,925 1,883

Salary and welfare payable

3,694 4,234 617

Taxes payable

1,019 1,175 171

Advances from customers

9,472 10,680 1,556

Accrued liability for customer reward program

528 470 68

Other payables and accruals*

6,346 7,455 1,083

Total current liabilities

68,784 74,629 10,868

Deferred tax liabilities

3,838 3,657 533

Long-term debt

24,146 21,673 3,157

Other long-term liabilities

329 123 18

Long-term lease liability*

696 101

Total liabilities

97,097 100,778 14,677

MEZZANINE EQUITY

Redeemablenon-controlling interests

432 63

SHAREHOLDERS’ EQUITY

Total Ctrip.com International, Ltd. shareholders’ equity

86,715 92,077 13,413

Non-controlling interests

2,018 1,985 289

Total shareholders’ equity

88,733 94,062 13,702

Total liabilities, mezzanine equity and shareholders’ equity

185,830 195,272 28,442

*

The Company adopted ASUNo. 2016-02 and ASUNo.2018-11, “Leases,” beginning January 1, 2019 and elected to utilize the additional transition method which allowed the Company to initially apply the new lease standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings of 2019, with no adjustments to prior periods presented. No cumulative effect adjustment to the opening balance of retained earnings were required. The adoption of the new guidance did not have a material effect on our results of operations, financial condition or liquidity.

Page 1


Ctrip.com International, Ltd.

Unaudited Consolidated Statements of Comprehensive Income

(In millions, except share and per share data)

Quarter Ended Quarter Ended Quarter Ended Quarter Ended
June 30, 2018 March 31, 2019 June 30, 2019 June 30, 2019
RMB (million) RMB (million) RMB (million) USD (million)
(unaudited) (unaudited) (unaudited) (unaudited)

Revenue:

Accommodation reservation

2,810 3,019 3,410 497

Transportation ticketing

3,024 3,354 3,407 496

Packaged-tour

839 1,045 1,051 153

Corporate travel

255 238 309 45

Others

429 517 524 76

Total revenue

7,357 8,173 8,701 1,267

Less: Sales tax and surcharges

(38 ) (9 ) (10 ) (1 )

Net revenue

7,319 8,164 8,691 1,266

Cost of revenue

(1,469 ) (1,689 ) (1,798 ) (262 )

Gross profit

5,850 6,475 6,893 1,004

Operating expenses:

Product development ***

(2,251 ) (2,544 ) (2,642 ) (385 )

Sales and marketing ***

(2,191 ) (2,222 ) (2,108 ) (307 )

General and administrative ***

(684 ) (824 ) (810 ) (118 )

Total operating expenses

(5,126 ) (5,590 ) (5,560 ) (810 )

Income from operations

724 885 1,333 194

Interest income

324 487 562 82

Interest expense

(371 ) (441 ) (426 ) (62 )

Other income/(loss) **

2,256 4,616 (1,412 ) (206 )

Income before income tax expense, equity in income of affiliates andnon-controlling interests

2,933 5,547 57 8

Income tax expense **

(322 ) (677 ) (336 ) (49 )

Equity in (loss) of affiliates

(213 ) (283 ) (123 ) (18 )

Net income/(loss)

2,398 4,587 (402 ) (59 )

Net (income)/loss attributable tonon-controlling interests

(17 ) 30 7 1

Accretion to redemption value of redeemablenon-controlling interests

(4 ) (8 ) (1 )

Net income/(loss) attributable to Ctrip.com International, Ltd.

2,381 4,613 (403 ) (59 )

Comprehensive income/(loss) attributable to Ctrip.com International, Ltd. **

1,443 4,631 (308 ) (45 )

Earnings/(losses) per ordinary share

- Basic

34.84 66.54 (5.81 ) (0.85 )

- Diluted

31.09 59.59 (5.81 ) (0.85 )

Earnings/(losses) per ADS

- Basic

4.36 8.32 (0.73 ) (0.11 )

- Diluted

3.89 7.45 (0.73 ) (0.11 )

Weighted average ordinary shares outstanding

- Basic

68,351,426 69,345,914 69,484,264 69,484,264

- Diluted

80,424,419 79,218,054 69,484,264 69,484,264

-Diluted-non GAAP

75,802,146 79,218,054 77,807,991 77,807,991

*** Share-based compensation included in Operating expenses above is as follows:

Product development

268 251 215 31

Sales and marketing

44 38 34 5

General and administrative

168 196 144 21

** Fair value changes of equity securities investments included in Net income/(loss) is as follow:

Fair value (income)/loss of equity securities investments, net of tax

(1,750 ) (3,348 ) 1,339 195

Page 2


Ctrip.com International, Ltd.

Reconciliation of GAAP andNon-GAAP Results

(In millions, except % and per share data)

Quarter Ended June 30, 2019
GAAP Result % of Net
Revenue
Non-GAAP
Adjustment
% of Net
Revenue
Non-GAAP
Result
% of Net
Revenue

Share-based compensation included in Operating expense is as follows:

Product development

(2,642 ) 30 % 215 2 % (2,427 ) 28 %

Sales and marketing

(2,108 ) 24 % 34 0 % (2,074 ) 24 %

General and administrative

(810 ) 9 % 144 2 % (666 ) 8 %

Total operating expenses

(5,560 ) 64 % 393 5 % (5,167 ) 59 %

Income from operations

1,333 15 % 393 5 % 1,726 20 %

Fair value changes of equity securities investments, net of tax

(1,339 ) -15 % 1,339 15 % 0 %

Net (loss)/income attributable to Ctrip’s shareholders

(403 ) -5 % 1,732 20 % 1,329 15 %

Diluted (losses)/earnings per ordinary share (RMB)

(5.81 ) 23.81 18.00

Diluted (losses)/earnings per ADS (RMB)

(0.73 ) 2.98 2.25

Diluted (losses)/earnings per ADS (USD)

(0.11 ) 0.43 0.33
Quarter Ended March 31, 2019
GAAP Result % of Net
Revenue
Non-GAAP
Adjustment
% of Net
Revenue
Non-GAAP
Result
% of Net
Revenue

Share-based compensation included in Operating expense is as follows:

Product development

(2,544 ) 31 % 251 3 % (2,293 ) 28 %

Sales and marketing

(2,222 ) 27 % 38 0 % (2,184 ) 27 %

General and administrative

(824 ) 10 % 196 2 % (628 ) 8 %

Total operating expenses

(5,590 ) 68 % 485 6 % (5,105 ) 63 %

Income from operations

885 11 % 485 6 % 1,370 17 %

Fair value changes of equity securities investments, net of tax

3,348 41 % (3,348 ) -41 % 0 %

Net income/(loss) attributable to Ctrip’s shareholders

4,613 57 % (2,863 ) -35 % 1,750 21 %

Diluted earnings/(losses) per ordinary share (RMB)

59.59 (36.15 ) 23.44

Diluted earnings/(losses) per ADS (RMB)

7.45 (4.52 ) 2.93

Diluted earnings/(losses) per ADS (USD)

1.11 (0.67 ) 0.44
Quarter Ended June 30, 2018
GAAP Result % of Net
Revenue
Non-GAAP
Adjustment
% of Net
Revenue
Non-GAAP
Result
% of Net
Revenue

Share-based compensation included in Operating expense is as follows:

Product development

(2,251 ) 31 % 268 4 % (1,983 ) 27 %

Sales and marketing

(2,191 ) 30 % 44 1 % (2,147 ) 29 %

General and administrative

(684 ) 9 % 168 2 % (516 ) 7 %

Total operating expenses

(5,126 ) 70 % 480 7 % (4,646 ) 63 %

Income from operations

724 10 % 480 7 % 1,204 16 %

Fair value changes of equity securities investments, net of tax

1,750 24 % (1,750 ) -24 % 0 %

Net income/(loss) attributable to Ctrip’s shareholders

2,381 33 % (1,270 ) -17 % 1,111 15 %

Diluted earnings/(losses) per ordinary share (RMB)

31.09 (15.88 ) 15.21

Diluted earnings/(losses) per ADS (RMB)

3.89 (1.99 ) 1.90

Diluted earnings/(losses) per ADS (USD)

0.59 (0.30 ) 0.29

Notes for all the condensed consolidated financial schedules presented:

Note 1: The conversion of Renminbi (RMB) into U.S. dollars (USD) is based on the certified exchange rate of USD1.00=RMB6.8650 on June 28, 2019 published by the Federal Reserve Board.

Page 3


Webplus: CTRP/20190910/6-K/3_EX-99.2/000.htm SEC Original: d797276dex992.htm
Ctrip to Hold Annual General Meeting on October 25, 2019 Shanghai, September 9, 2019 in-destination The proposed name change will not affect any rights of shareholders or the Company’s operations and financial position. “Trip.com is a great name that clearly conveys our mission to serve our customers through every part of their travel journey. It is easily relatable and understood



EX-99.2 3 d797276dex992.htm EX-99.2

Exhibit 99.2

Ctrip to Hold Annual General Meeting on October 25, 2019

Shanghai, September 9, 2019 — Ctrip.com International, Ltd. (Nasdaq: CTRP), a leading provider of online travel and related services including accommodation reservation, transportation ticketing, packaged tours andin-destination services, corporate travel management, and other travel-related services (“Ctrip” or the “Company”), today announced that it will hold an annual general meeting of shareholders at Building 16, 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China, on October 25, 2019 at 12:00 pm (Shanghai/Hong Kong time). The Company proposes to change its name from “Ctrip.com International, Ltd.” to “Trip.com Group Limited” subject to approval by vote at the annual general meeting.

The proposed name change will not affect any rights of shareholders or the Company’s operations and financial position.

“Trip.com is a great name that clearly conveys our mission to serve our customers through every part of their travel journey. It is easily relatable and understood by global travel audiences,” said James Jianzhang Liang, Executive Chairman.

“Under the group level, we will continue to operate Ctrip and Qunar as OTA brands for Chinese users, in addition to Trip.com and Skyscanner, our OTA brand and travel search brand for global users, respectively,” said Jane Jie Sun, Chief Executive Officer.

Holders of record of ordinary shares of the Company at the close of business on September 12, 2019 are entitled to notice of, and to vote at, the annual general meeting or any adjourned or postponed meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company’s ADS program, The Bank of New York Mellon.

The notice of the annual general meeting, which sets forth the resolutions to be submitted to the shareholders of the Company for approval at the annual general meeting, is available on the Investor Relations section of the Company’s website at http://ir.ctrip.com.

Ctrip has filed its annual report on Form20-F, including its audited financial statements for the fiscal year ended December 31, 2018, with the U.S. Securities and Exchange Commission (the “SEC”). The 2018 annual report of Ctrip on Form20-F can be accessed on the Company’s website athttp://ir.ctrip.com, as well as the SEC’s website athttp://www.sec.gov. Shareholders and ADS holders may obtain a copy of the Company’s 2018 annual report on Form20-F, free of charge, by writing to Investors Relations Department, Ctrip.com International, Ltd., Building 16, 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China, or by email toiremail@ctrip.com.


About Ctrip.com International, Ltd.

Ctrip.com International, Ltd. is a leading provider of online travel and related services, including accommodation reservation, transportation ticketing, packaged tours andin-destination services, corporate travel management, and other travel-related services. It enables business and leisure travelers to make informed and cost-effective bookings by aggregating comprehensive travel-related information and offering its services through an advanced transaction and service platform consisting of its mobile apps, internet websites, and toll-free,24-hour customer service centers. The family of travel brands mainly includes: Ctrip, a leading provider of online travel and related services in China; Qunar, a leading online travel agency in China; Trip.com, an online travel agency for global consumers; and Skyscanner, a leading global travel search site. The Company has experienced significant growth since its inception in 1999 and become one of the largest travel service providers in the world.

For further information, please contact:

Investor Relations

Ctrip.com International, Ltd.

Tel: +86 (21) 3406-4880 × 12229

Email: iremail@ctrip.com


Webplus: CTRP/20190910/6-K/4_EX-99.3/000.htm SEC Original: d797276dex993.htm
CTRIP.COM INTERNATIONAL, LTD. (Incorporated in the Cayman Islands with limited liability) (Nasdaq Ticker: CTRP) NOTICE OF ANNUAL GENERAL MEETING To be held on October 25, 2019 (or any adjourned or postponed meeting thereof) AGM Company NOTICE IS HEREBY GIVEN that an annual general meeting (the “ 1. To consider and, if thought fit, pass the following resolutions: RESOLVED “ THAT



EX-99.3 4 d797276dex993.htm EX-99.3

Exhibit 99.3

LOGO

CTRIP.COM INTERNATIONAL, LTD.

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq Ticker: CTRP)

NOTICE OF ANNUAL GENERAL MEETING

To be held on October 25, 2019

(or any adjourned or postponed meeting thereof)

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Ctrip.com International, Ltd. (the “Company”) will be held at Building 16, 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China, on October 25, 2019 at 12:00 pm (Shanghai/Hong Kong time), and at any adjourned or postponed meeting thereof, for the following purposes:

1.

To consider and, if thought fit, pass the following resolutions:

RESOLVED, as a special resolution:

THATthe name of the Company be changed from ‘Ctrip.com International, Ltd.’ to ‘Trip.com Group Limited’;”

The Board of Directors of the Company (the “Directors”) has fixed the close of business on September 12, 2019 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, and to vote at, the AGM or any adjourned or postponed meeting thereof.

Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attend the AGM and any adjourned or postponed meeting thereof in person. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company’s ADS program, The Bank of New York Mellon.

Shareholders and ADS holders may obtain a copy of the Company’s 2018 annual report on Form20-F, free of charge, from the Company’s website athttp://ir.ctrip.com, or by writing to Investors Relations Department, Ctrip.com International, Ltd., Building 16, 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China, or by email to iremail@ctrip.com.


LOGO

By Order of the Board of Directors,
Ctrip.com International, Ltd.
/s/James Jianzhang Liang
Executive Chairman

Shanghai, China

September 9, 2019


Webplus: CTRP/20190910/6-K/5_EX-99.4/000.htm SEC Original: d797276dex994.htm
CTRIP.COM INTERNATIONAL, LTD. (Incorporated in the Cayman Islands with limited liability) (Nasdaq Ticker: CTRP) Form of Proxy for Annual General Meeting To Be Held on October 25, 2019 (or any adjourned or postponed meeting thereof) Introduction Company Ordinary Shares AGM Notice This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of Ctrip.com International,



EX-99.4 5 d797276dex994.htm EX-99.4

Exhibit 99.4

CTRIP.COM INTERNATIONAL, LTD.

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq Ticker: CTRP)

Form of Proxy for Annual General Meeting

To Be Held on October 25, 2019

(or any adjourned or postponed meeting thereof)

Introduction

This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of Ctrip.com International, Ltd., a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.01 per share, of the Company (the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “AGM”) to be held at Building 16, 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China, on October 25, 2019 at 12:00 pm (Shanghai/Hong Kong time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”).

Only the holders of record of the Ordinary Shares at the close of business on September 12, 2019 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each Ordinary Share is entitled to one vote. The quorum of the AGM consists of two shareholders (in the case that the Company has only one shareholder of record, then that one shareholder) holding no less than an aggregate ofone-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote at the AGM. This Form of Proxy and the accompanying AGM Notice will be first mailed to the shareholders of the Company on or about September 19, 2019.

The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the Chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business that may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman,KY1-1104, Cayman Islands, with a copy delivered to its offices at 10F, Building 16, 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China or (ii) by voting in person at the AGM.

To be valid, this Form of Proxy must be completed, signed and returned to the Company’s offices (to the attention of: Investor Relations) at 10F, Building 16, 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China as soon as possible so that it is received by the Company no later than 48 hours before the time of the AGM.

1


CTRIP.COM INTERNATIONAL, LTD.

(Incorporated in the Cayman Islands with limited liability)

(Nasdaq Ticker: CTRP)

Form of Proxy for Annual General Meeting

To Be Held on October 25, 2019

(or any adjourned or postponed meeting thereof)

I/We of,

being the registered holder of ordinary shares1, par value US$0.01 per share, of Ctrip.com International, Ltd. (the “Company”), hereby appoint the Chairman of the Annual General Meeting2 orof as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned meeting thereof) of the Company to be held at Building 16, 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit 3.

No.

RESOLUTION FOR3 AGAINST 3 ABSTAIN3

1.

It is resolved as a special resolution that the name of the Company be changed from “Ctrip.com International, Ltd.” to “Trip.com Group Limited”

Dated, 2019                                                                              Signature(s)4

1

Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

2

If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided.A shareholder may appoint one or more proxies to attend and vote in his stead.Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

3

IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for.” If you wish to vote against a particular resolution, tick the appropriate box marked “against.” If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain.”

4

This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same.

2


Webplus: CTRP/20190910/6-K/1/000.htm SEC Original: d797276d6k.htm
CTRIP.COM INTERNATIONAL, LTD. By : Name : Xiaofan Wang Title : Chief Financial Officer Description 99.1 Press Release—Ctrip Reports Unaudited Second Quarter of 2019 Financial Results 99.2 Press Release—Ctrip to Hold Annual General Meeting on October 25, 2019 99.3



6-K 1 d797276d6k.htm FORM 6-K


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CTRIP.COM INTERNATIONAL, LTD.
  By :

/s/ Xiaofan Wang

  Name : Xiaofan Wang
  Title : Chief Financial Officer

Date: September 10, 2019


EXHIBIT INDEX

Exhibit
No.

Description

99.1 Press Release—Ctrip Reports Unaudited Second Quarter of 2019 Financial Results
99.2 Press Release—Ctrip to Hold Annual General Meeting on October 25, 2019
99.3 Notice of the 2019 Annual General Meeting of Ctrip.com International, Ltd.
99.4 Form of Proxy for the Annual General Meeting of Shareholders of Ctrip.com International, Ltd.

Company Info:

Ticker: CTRP, Company: CTRIP COM INTERNATIONAL LTD, Type: 6-K, Date: 2019-09-10CIK: 0001269238, Location: F4, SIC: 7389, SIC Desc: SERVICES-BUSINESS SERVICES, NEC
Business Phone & Address:
NO. 99 FU QUAN ROAD
SHANGHAI 200335

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By | 2019-09-10T12:06:52+00:00 September 10th, 2019|Categories: Chinese Stocks, CTRP, Webplus ver|Tags: , , , , , |0 Comments

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