[Ctrip.com International, Ltd. 5,700,000 American Depositary Shares Underwriting Agreement March , 2010 th Goldman Sachs (Asia) L.L.C. Ladies and Gentlemen: 1 -2- -3- the Commission since the Commissions close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II(c) hereto; -4-]
[Ctrip.com International, Ltd. 5,700,000 American Depositary Shares Underwriting Agreement March , 2010 th Goldman Sachs (Asia) L.L.C. Ladies and Gentlemen: 1 -2- -3- the Commission since the Commissions close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule II(c) hereto; -4-]
[] [Our ref AEO\302248\3691635v4 Ctrip.com International, Ltd. 2 March 2010 Dear Sirs Ctrip.com International, Ltd. Company Registration Statement Commission Act Prospectus Shares ADSs We act as Cayman Islands counsel for Ctrip.com International, Ltd. (the Issued Shares The Registration Statement also relates to the sale by any selling shareholder from time to time of certain ADSs representing the Companys shares (the] [Skadden, Arps, Slate, Meagher & Flom llp FOUR TIMES SQUARE March 2, 2010 Ctrip.com International, Ltd. Ladies and Gentlemen: Company Ordinary Shares Registration Statement Commission We have acted as counsel to Ctrip.com International, Ltd., a Cayman Islands exempted company (the FIRM/AFFILIATE OFFICES Ctrip.com International, Ltd. In rendering our opinion, we have relied upon statements and representations of officers and] [Commerce & Finance Law Offices March 2, 2010 Ctrip.com International, Ltd. Ladies and Gentlemen: Ctrip.com International, Ltd. Re: Dear Sirs: PRC We are qualified lawyers of the Peoples Republic of China ( Company Registration Statement SEC We have acted as PRC counsel for Ctrip.com International, Ltd. (the In so acting, we have examined the originals or copies certified or] [Execution Copy Dated 3 February 2010 WING ON TRAVEL (HOLDINGS) LIMITED C-TRAVEL INTERNATIONAL LIMITED and CTRIP.COM INTERNATIONAL, LTD. SALE AND PURCHASE AGREEMENT for the sale and purchase of 90% of the issued ) Skadden, Arps, Slate, Meagher & Flom CONTENTS Clause Page 1. INTERPRETATION 1 2. SALE AND PURCHASE OF SALE SHARES 12 3. CONSIDERATION 12 4. CONDITIONS 13 15] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated February 3, 2010 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Ctrip.com International, Ltd.s Annual Report on Form 20-F for the year ended December] [Commerce & Finance Law Offices March 2, 2010 Ctrip.com International, Ltd. Ladies and Gentlemen: Sincerely yours, Commerce & Finance Law Offices EX-23.4 7 h04041exv23w4.htm EX-23.4]
[] [Our ref AEO\302248\3691635v4 Ctrip.com International, Ltd. 2 March 2010 Dear Sirs Ctrip.com International, Ltd. Company Registration Statement Commission Act Prospectus Shares ADSs We act as Cayman Islands counsel for Ctrip.com International, Ltd. (the Issued Shares The Registration Statement also relates to the sale by any selling shareholder from time to time of certain ADSs representing the Companys shares (the] [Skadden, Arps, Slate, Meagher & Flom llp FOUR TIMES SQUARE March 2, 2010 Ctrip.com International, Ltd. Ladies and Gentlemen: Company Ordinary Shares Registration Statement Commission We have acted as counsel to Ctrip.com International, Ltd., a Cayman Islands exempted company (the FIRM/AFFILIATE OFFICES Ctrip.com International, Ltd. In rendering our opinion, we have relied upon statements and representations of officers and] [Commerce & Finance Law Offices March 2, 2010 Ctrip.com International, Ltd. Ladies and Gentlemen: Ctrip.com International, Ltd. Re: Dear Sirs: PRC We are qualified lawyers of the Peoples Republic of China ( Company Registration Statement SEC We have acted as PRC counsel for Ctrip.com International, Ltd. (the In so acting, we have examined the originals or copies certified or] [Execution Copy Dated 3 February 2010 WING ON TRAVEL (HOLDINGS) LIMITED C-TRAVEL INTERNATIONAL LIMITED and CTRIP.COM INTERNATIONAL, LTD. SALE AND PURCHASE AGREEMENT for the sale and purchase of 90% of the issued ) Skadden, Arps, Slate, Meagher & Flom CONTENTS Clause Page 1. INTERPRETATION 1 2. SALE AND PURCHASE OF SALE SHARES 12 3. CONSIDERATION 12 4. CONDITIONS 13 15] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated February 3, 2010 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Ctrip.com International, Ltd.s Annual Report on Form 20-F for the year ended December] [Commerce & Finance Law Offices March 2, 2010 Ctrip.com International, Ltd. Ladies and Gentlemen: Sincerely yours, Commerce & Finance Law Offices EX-23.4 7 h04041exv23w4.htm EX-23.4]
[(1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lone Spruce, L.P. -------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] -------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------------- BENEFICIALLY (6) SHARED]
[(1) NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Lone Spruce, L.P. -------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ** (a) [X] (b) [ ] -------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------- NUMBER OF (5) SOLE VOTING POWER -0- SHARES -------------------------------------------------------------------- BENEFICIALLY (6) SHARED]
[Ordinary Shares, Par Value $0.01 22943F100 December 31, 2009 [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * CUSIP No. 22943F100 1. NAMES OF REPORTING PERSONS 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH]
[Ordinary Shares, Par Value $0.01 22943F100 December 31, 2009 [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) * CUSIP No. 22943F100 1. NAMES OF REPORTING PERSONS 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH]
[Item 1: Reporting Person - FMR LLC Item 4: Delaware Item 5: 1,518,490 Item 6: 0 Item 7: 2,740,598 Item 8: 0 Item 9: 2,740,598 Item 11: 8.256% Item 12: HC Cusip #G25861108 Item 1: Reporting Person - Edward C. Johnson 3d Item 5: 0 Item 6: 0 Item 7: 2,740,598 Item 8: 0 Item 9: 2,740,598 Item 11: 8.256%]
