UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2019
Commission File Number: 001-33853
CTRIP.COM INTERNATIONAL, LTD.
(Registrant’s Name)
968 Jin Zhong Road
Shanghai 200335, People’s Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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 |
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. | |
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 and in-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 branded low-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 certain non-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 a year-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 and in-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 or 1-914-202-3258 | |
| Hong Kong: | 800-966-806 | |
| Mainland China: | 400-120-0659 | |
| International: | +61-731-454-010 | |
| Passcode: | 10001548 |
For pre-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. The dial-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.
About Non-GAAP Financial Measures
To supplement Ctrip’s unaudited condensed consolidated financial statements presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), Ctrip uses Non-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 ASU 2016-1. Ctrip’s management believes the Non-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 from Non-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 using Non-GAAP financial measures is that Non-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’s Non-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 and in-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 |
||||||||||||
| Redeemable non-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 ASU No. 2016-02 and ASU No.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 and non-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 to non-controlling interests |
(17 | ) | 30 | 7 | 1 | |||||||||||
| Accretion to redemption value of redeemable non-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 and Non-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
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 and in-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 Form 20-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 Form 20-F can be accessed on the Company’s website at http://ir.ctrip.com, as well as the SEC’s website at http://www.sec.gov. Shareholders and ADS holders may obtain a copy of the Company’s 2018 annual report on Form 20-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 to iremail@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 and in-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
Exhibit 99.3
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:
THAT the 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 Form 20-F, free of charge, from the Company’s website at http://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.
| By Order of the Board of Directors, |
| Ctrip.com International, Ltd. |
| /s/James Jianzhang Liang |
| Executive Chairman |
Shanghai, China
September 9, 2019
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 of one-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.
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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 shares 1, par value US$0.01 per share, of Ctrip.com International, Ltd. (the “Company”), hereby appoint the Chairman of the Annual General Meeting2 or of 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 | ABSTAIN 3 | ||||
|
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. |
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