CTRP [CTRIP COM INTERNATIONAL] SC 13D/A: EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and

[EXECUTION VERSION CONVERTIBLE NOTE PURCHASE AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and PRICELINE GROUP TREASURY COMPANY B.V. Dated as of December 9, 2015 Table of Contents ARTICLE I Definitions and Interpretation 1 Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 5 ARTICLE II PURCHASE AND SALE OF THE NOTE 6 Section 2.1 Sale and Issuance of] [EXECUTION VERSION THIRD AMENDED AND RESTATED STANDSTILL AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and THE PRICELINE GROUP INC. Dated as of December 9, 2015 i TABLE OF CONTENTS Article I Definitions and Interpretation 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 6 Article II Standstill 7 Section 2.1 Standstill 7 Section 2.2 Exceptions to Standstill] []

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CTRP [CTRIP COM INTERNATIONAL] SC 13D/A: (Original Filing)

[SCHEDULE 13D (Amendment No. 1 )* CTRIP.COM INTERNATIONAL, LTD. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 22943F100** (CUSIP Number) Jennifer Xinzhe Li, Chief Financial Officer Telephone: +(86 10) 5992-8888 Email: ir@baidu.com Facsimile: +(86 10) 5992-0000 Baidu Campus No. 10 Shangdi 10th Street, Haidian District, Beijing 100085 The People's Republic of China (Name,]

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CTRP [CTRIP COM INTERNATIONAL] SC 13D/A: SCHEDULE 13D (Amendment No. 1 )* CTRIP.COM INTERNATIONAL,

[SCHEDULE 13D (Amendment No. 1 )* CTRIP.COM INTERNATIONAL, LTD. (Name of Issuer) Ordinary Shares, par value $0.01 per share (Title of Class of Securities) 22943F100** (CUSIP Number) Jennifer Xinzhe Li, Chief Financial Officer Telephone: +(86 10) 5992-8888 Email: ir@baidu.com Facsimile: +(86 10) 5992-0000 Baidu Campus No. 10 Shangdi 10th Street, Haidian District, Beijing 100085 The People's Republic of China (Name,]

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TAOM [Taomee] 6-K: (Original Filing)

[Duff & Phelps Securities, LLC is serving as the financial advisor to the Special Committee, Ropes & Gray LLP is serving as international legal counsel to the Special Committee, and Maples and Calder is serving as Cayman Islands legal counsel to the Special Committee. Fenwick & West LLP is serving as U.S. legal counsel to Taomee. Shearman & Sterling LLP] [AGREEMENT AND PLAN OF MERGER among ORIENT TM PARENT LIMITED, ORIENT TM MERGER LIMITED and TAOMEE HOLDINGS LIMITED Dated as of December 11, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Guarantor Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty 2 3. 3 4. No] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Wang Joy Union Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Cheng Charming China Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [Form 6-K TAOMEE HOLDINGS LIMITED 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, People’s Republic of China (86-21) 6128-0056 Form 20-F x o o o TAOMEE HOLDINGS LIMITED Form 6-K Description]

By | 2016-04-01T09:13:44+00:00 December 11th, 2015|Categories: Chinese Stocks, SEC Original, TAOM|Tags: , , , , , |0 Comments
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TAOM [Taomee] 6-K: Duff & Phelps Securities, LLC is serving as

[Duff & Phelps Securities, LLC is serving as the financial advisor to the Special Committee, Ropes & Gray LLP is serving as international legal counsel to the Special Committee, and Maples and Calder is serving as Cayman Islands legal counsel to the Special Committee. Fenwick & West LLP is serving as U.S. legal counsel to Taomee. Shearman & Sterling LLP] [AGREEMENT AND PLAN OF MERGER among ORIENT TM PARENT LIMITED, ORIENT TM MERGER LIMITED and TAOMEE HOLDINGS LIMITED Dated as of December 11, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER Section 1.01 The Merger 2 Section 1.02 Closing; Closing Date 2 Section 1.03 Effective Time 2 Section 1.04 Effects of the Merger 2 Section 1.05 Memorandum and Articles] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Guarantor Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty 2 3. 3 4. No] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Wang Joy Union Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [LIMITED GUARANTY Limited Guaranty This Limited Guaranty (this “ Mr. Cheng Charming China Guarantor Guarantors Guaranteed Party Other Limited Guaranties This Limited Guaranty is one of three substantially identical guaranties (such other limited guaranties, the “ Other Guarantors 1. Limited Guaranty Merger Agreement Parent Merger Sub provided Maximum Amount minus provided further (b) (c) Prohibited Defenses 2. Nature of Guaranty] [Form 6-K TAOMEE HOLDINGS LIMITED 16/F, Building No. A-2, No. 1528 Gumei Road, Xuhui District Shanghai 200233, People’s Republic of China (86-21) 6128-0056 Form 20-F x o o o TAOMEE HOLDINGS LIMITED Form 6-K Description]

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CTRP [CTRIP COM INTERNATIONAL] 6-K: (Original Filing)

[Ctrip Announces Investment by The Priceline Group and a Long-Term Equity Investment Firm Shanghai, China, December 10, 2015 This investment by The Priceline Group follows a commercial relationship established between Ctrip and The Priceline Group in 2012, which was expanded in August 2014 and further in May 2015. Ctrip and The Priceline Group will continue their existing commercial partnership, whereby] [001-33853 CTRIP.COM INTERNATIONAL, LTD. 99 Fu Quan Road Shanghai 200335, People’s Republic of China Form 20-F x Form 40-F o o o CTRIP.COM INTERNATIONAL, LTD. By :]

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CTRP [CTRIP COM INTERNATIONAL] 6-K: Ctrip Announces Investment by The Priceline Group and

[Ctrip Announces Investment by The Priceline Group and a Long-Term Equity Investment Firm Shanghai, China, December 10, 2015 This investment by The Priceline Group follows a commercial relationship established between Ctrip and The Priceline Group in 2012, which was expanded in August 2014 and further in May 2015. Ctrip and The Priceline Group will continue their existing commercial partnership, whereby] [001-33853 CTRIP.COM INTERNATIONAL, LTD. 99 Fu Quan Road Shanghai 200335, People’s Republic of China Form 20-F x Form 40-F o o o CTRIP.COM INTERNATIONAL, LTD. By :]

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CTRP [CTRIP COM INTERNATIONAL] 6-K: (Original Filing)

[QuickLinks -- Click here to rapidly navigate through this document Nine-month Nine-month Nine-month RMB RMB US$ Revenues: Accommodation reservation 2,359,527,084 3,429,431,656 539,592,117 Transportation ticketing 2,176,375,590 3,209,447,030 504,979,393 Packaged-tour 822,005,605 1,318,390,585 207,437,627 Corporate travel 265,257,406 337,472,425 53,098,437 Others 128,984,581 169,818,402 26,719,492 Total revenues 5,752,150,266 8,464,560,098 1,331,827,066] [DISCUSSION OF UNAUDITED FINANCIAL RESULTS OF NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 — Ctrip.com International, Ltd. Revenues Revenue Composition and Sources of Revenue Growth. We generate our revenues primarily from the accommodation reservation and transportation ticketing businesses. The table below sets forth the revenues from our principal lines of business for the periods indicated, both in absolute amounts] [Exihibit 99.3 CTRIP.COM INTERNATIONAL, LTD. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page 2 Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012, 2013 and 2014 3 Consolidated Balance Sheets as of December 31, 2013 and 2014 4 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2012, 2013 and 2014 5 Consolidated Statements of] [INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Audited consolidated balance sheet as of December 31, 2014 and unaudited interim condensed consolidated balance sheet as of September 30, 2015 Unaudited interim condensed consolidated statements of comprehensive loss for the nine monthss ended September 30, 2014 and 2015 Unaudited interim condensed consolidated statements of cash flows for the nine months ended] [QUNAR CAYMAN ISLANDS LIMITED INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page 2 Consolidated balance sheets as of December 31, 2013 and 2014 3 Consolidated statements of comprehensive loss for the years ended December 31, 2012, 2013 and 2014 5 Consolidated statements of cash flows for the years ended December 31, 2012, 2013 and 2014 6 Consolidated statements of changes in shareholders’] [UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The Pro Forma Statements were prepared using the acquisition method of accounting under U.S GAAP. Accordingly, the purchase consideration to be paid in the acquisition has been preliminarily allocated to the assets acquired and liabilities assumed of Qunar based upon their estimated fair values as of September 30, 2015. Any amount of the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No.333-116567, No.333-136264, and No.333-146761) of Ctrip.com International, Ltd. of our report dated April 27, 2015, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effect of the change in the] [CTRIP.COM INTERNATIONAL, LTD. 99 Fu Quan Road Form 20-F X Form 40-F CTRIP.COM INTERNATIONAL, LTD.]

By | 2016-03-31T08:27:06+00:00 December 9th, 2015|Categories: Chinese Stocks, CTRP, SEC Original|Tags: , , , , , |0 Comments
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CTRP [CTRIP COM INTERNATIONAL] 6-K: QuickLinks — Click here to rapidly navigate through

[QuickLinks -- Click here to rapidly navigate through this document Nine-month Nine-month Nine-month RMB RMB US$ Revenues: Accommodation reservation 2,359,527,084 3,429,431,656 539,592,117 Transportation ticketing 2,176,375,590 3,209,447,030 504,979,393 Packaged-tour 822,005,605 1,318,390,585 207,437,627 Corporate travel 265,257,406 337,472,425 53,098,437 Others 128,984,581 169,818,402 26,719,492 Total revenues 5,752,150,266 8,464,560,098 1,331,827,066] [DISCUSSION OF UNAUDITED FINANCIAL RESULTS OF NINE MONTHS ENDED SEPTEMBER 30, 2015 AND 2014 — Ctrip.com International, Ltd. Revenues Revenue Composition and Sources of Revenue Growth. We generate our revenues primarily from the accommodation reservation and transportation ticketing businesses. The table below sets forth the revenues from our principal lines of business for the periods indicated, both in absolute amounts] [Exihibit 99.3 CTRIP.COM INTERNATIONAL, LTD. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page 2 Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012, 2013 and 2014 3 Consolidated Balance Sheets as of December 31, 2013 and 2014 4 Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2012, 2013 and 2014 5 Consolidated Statements of] [INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Audited consolidated balance sheet as of December 31, 2014 and unaudited interim condensed consolidated balance sheet as of September 30, 2015 Unaudited interim condensed consolidated statements of comprehensive loss for the nine monthss ended September 30, 2014 and 2015 Unaudited interim condensed consolidated statements of cash flows for the nine months ended] [QUNAR CAYMAN ISLANDS LIMITED INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page 2 Consolidated balance sheets as of December 31, 2013 and 2014 3 Consolidated statements of comprehensive loss for the years ended December 31, 2012, 2013 and 2014 5 Consolidated statements of cash flows for the years ended December 31, 2012, 2013 and 2014 6 Consolidated statements of changes in shareholders’] [UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The Pro Forma Statements were prepared using the acquisition method of accounting under U.S GAAP. Accordingly, the purchase consideration to be paid in the acquisition has been preliminarily allocated to the assets acquired and liabilities assumed of Qunar based upon their estimated fair values as of September 30, 2015. Any amount of the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No.333-116567, No.333-136264, and No.333-146761) of Ctrip.com International, Ltd. of our report dated April 27, 2015, except with respect to our opinion on the consolidated financial statements insofar as it relates to the effect of the change in the] [CTRIP.COM INTERNATIONAL, LTD. 99 Fu Quan Road Form 20-F X Form 40-F CTRIP.COM INTERNATIONAL, LTD.]

By | 2016-03-31T08:28:17+00:00 December 9th, 2015|Categories: Chinese Stocks, CTRP, Webplus ver|Tags: , , , , , |0 Comments
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