[INTRODUCTION 1 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 20 ITEM 4A. UNRESOLVED STAFF COMMENTS 30 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 30 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 45 ITEM] [English summary Construction Contract This contract (the “Contract”) is entered into by and between Chengdu Ctrip Information Technology Co., Ltd., as the owner (the “Owner”), and Hunan No. 1 Engineering Co., Ltd., as the contractor (the “Contractor”), as of February 2012, for the purpose of constructing office buildings for the Owner. General Provisions 1. Project venue: 2. Project scope: The] [English summary Construction Contract This contract (the “Contract”) is entered into by and between Ctrip Information Technology (Nantong) Co., Ltd., as the owner (the “Owner”), and Shanghai No. 1 Construction Co., Ltd., as the contractor, as the contractor (the “Contractor”), as of September 8, 2008, for the purpose of constructing office buildings for the Owner. General Provisions 1. Project venue:] [Framework Agreement for Purchase and Sale of 3-9F Building A of Hongqiao International Technology Square This Framework Agreement dated this 9 th day of December, 2011 is made by and between the following parties (the “Parties”) in Changning District, Shanghai: Party A: Shanghai Hongqiao Linkong Technology Development Co., Ltd. Legal Representative: Zhu Liping Address: Room 2428, 789 West Tianshan Road,] [Electronic Monitoring Code.: / State-Owned Construction Land Use Right Transfer Contract Prepared by Ministry of Land and Resources of the PRC State Administration for Industry and Commerce of the PRC Page 1 of 10 Contract No.: 5101 GX (2011) No.19 State-Owned Construction Land Use Right Transfer Contract Parties to this Contract: Transferor: Chengdu Land Resources Bureau Mailing Address: 8F Building] [Ctrip.com International, Ltd. List of Significant Consolidated Entities C-Travel International Limited, a Cayman Islands company Ctrip.com (Hong Kong) Limited, a Hong Kong company Ctrip Computer Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Information Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Network Technology (Shanghai) Co., Ltd., a PRC company Ctrip Information Technology (Nantong) Co., Ltd., a PRC] [MENDED ODE OF USINESS ONDUCT AND THICS A Purpose Code Ctrip This Amended Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • • compliance with applicable governmental laws, rules] [Certification by the Chief Executive Officer I, Min Fan, certify that: 1. I have reviewed this annual report on Form 20-F of Ctrip.com International, Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [Certification by the Chief Financial Officer I, Jane Jie Sun, certify that: 1. I have reviewed this annual report on Form 20-F of Ctrip.com International, Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Min Fan President and Chief Executive Officer] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jane Jie Sun Chief Financial Officer] [[Maples and Calder letterhead] Our ref RDS\302248\5140222v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Ctrip.com International, Ltd. No. 99 Fu Quan Road Shanghai 200335 People’s Republic of China March 30 2012 Dear Sirs Ctrip.com International, Ltd. (the ““Company”)”) Yours faithfully, Maples and Calder EX-15.1 12 d265566dex151.htm CONSENT OF MAPLES AND CALDER] [[Letterhead of Commerce & Finance Law Offices] March 30, 2012 Ctrip.com International, Ltd. No. 99 Fu Quan Road Shanghai 200335, People’s Republic of China Dear Sirs: Yours faithfully, Commerce & Finance Law Offices EX-15.2 13 d265566dex152.htm CONSENT OF COMMERCE & FINANCE LAW OFFICES] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-136264, No.333-116567 and No. 333-146761) and Form F-3 (No. 333-145161 and No. 333-165150) of Ctrip.com International, Ltd. of our report dated March 30, 2012 relating to the financial statements and the effectiveness of internal control over financial]