Form 6-K

 

 

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 April 2021

Commission File Number: 001-33853

 

 

TRIP.COM GROUP LIMITED

(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):  ☐

 

 

 


EXPLANATORY NOTE

Exhibit 5.1, Exhibit 8.2, Exhibit 23.2, and Exhibit 99.1 to this current report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of Trip.com Group Limited (File No. 333-233938) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.


EXHIBIT INDEX

 

Exhibit No.

  

Description

4.1    Registrant’s Form of Ordinary Share Certificate
5.1    Opinion of Maples and Calder (Hong Kong) LLP regarding the validity of the ordinary shares
8.2    Opinion of Maples and Calder (Hong Kong) LLP regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
23.2    Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
99.1    Consent of Analysys


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.

 

 

TRIP.COM GROUP LIMITED
By:  

/s/ Cindy Xiaofan Wang

Name:   Cindy Xiaofan Wang
Title:   Chief Financial Officer

Date: April 7, 2021

EX-4.1

Exhibit 4.1

 

LOGO

DATE OF ISSUE CERTIFICATE NUMBER RUN/TFR. NO. REGISTER NUMBER OF SHARE(S)    Trip.com GroupTM jMl~&m Trip.com Group Limited flfi-·fl~*~ (incorporated in the Cayman islands with limited liability) SHARE CERTIFICATE HONG KONG SHARE REGISTER THIS IS TO CERTIFY THAT THE UNDERMENTIONED PERSON(S) IS/ARE THE REGISTERED HOLDER(S) OF FULLY PAID ORDINARY SHARE(S) OF NOMINAL VALUE US$0.00125 PER SHARE IN THE SHARE CAPITAL OF TRIP. COM GROUP LIMITED (THE “COMPANY”) AS DETAILED BELOW SUBJECT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY. CODE: NUMBER OF SHARE(S): L _j GIVEN UNDER THE SECURITIES SEAL OF THE COMPANY ON THE DATE OF ISSUE STATED ABOVE.    DIRECTOR NO TRANSFER OF THE WHOLE OR ANY PORTION OF THE ABOVE SHARE(S) CAN BE REGISTERED UNLESS ACCOMPANIED BY THIS SHARE CERTIFICATE. HONG KONG SHARE REGISTRAR: COMPUTERS HARE HONG KONG INVESTOR SERVICES LIMITED, SHOPS 1712-1716, 17TH FLOOR , HOPEWELL CENTRE , 183 QUEEN’S ROAD EAST, WANCHAI, HONG KONG.

EX-5.1

Exhibit 5.1

Our ref             VSL/302248-000017/19595589v1

Trip.com Group Limited

Sky SOHO

968 Jinzhong Road

Changning District, Shanghai, 200335

People’s Republic of China

7 April 2021

Dear Sirs

Trip.com Group Limited

We have acted as Cayman Islands legal advisers to Trip.com Group Limited. (the “Company”) in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto (the “Registration Statement”), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date relating to the offering by the Company of certain of the Company’s class A ordinary shares of par value US$0.00125 each (the “Shares”).

We are furnishing this opinion as Exhibits 5.1, 8.1 and 23.2 to the Registration Statement.

 

1

Documents Reviewed

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

 

1.1

The certificate of incorporation of dated 3 March 2000 and certificate of incorporation on change of name of the Company dated 25 October 2019 issued by the Registrar of Companies in the Cayman Islands.

 

1.2

The second amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 21 December 2015 (the “Memorandum and Articles”).

 

1.3

The minutes (the “A1 Minutes”) of the meeting of the board of directors of the Company held on 30 January 2021 (the “A1 Meeting”) and the written resolutions of the IPO committee of the board of directors of the Company passed on 5 April 2021 (the “IPO Committee Resolutions”).

 

1.4

A certificate from a director of the Company, a copy of which is attached hereto (the “Director’s Certificate”).

 

1.5

A certificate of good standing dated 1 April 2021, issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”).

 

1.6

The Registration Statement.


2

Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director’s Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1

Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2.2

All signatures, initials and seals are genuine.

 

2.3

There is nothing under any law (other than the law of the Cayman Islands), which would or might affect the opinions set out below.

 

3

Opinion

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1

The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2

The authorised share capital of the Company is US$1,750,000 divided into 1,400,000,000 ordinary shares of a nominal or par value of US$0.00125 each.

 

3.3

The issue and allotment of the Shares have been duly authorised and when allotted, issued and paid for as contemplated in the Registration Statement, the Shares will be legally issued and allotted, fully paid and non-assessable. As a matter of Cayman law, a share is only issued when it has been entered in the register of members (shareholders).

 

3.4

The statements under the caption “Taxation” in the prospectus forming part of the Registration Statement are accurate in so far as such statements are summaries of or relate to Cayman Islands law, and such statements constitute our opinion.

 

4

Qualifications

In this opinion the phrase “non-assessable” means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, and in absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions, which are the subject of this opinion.

 

  2


We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings “Enforceability of Civil Liabilities”, “Taxation” and “Legal Matters” and elsewhere in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/ Maples and Calder (Hong Kong) LLP

Maples and Calder (Hong Kong) LLP

 

   3
EX-99.1

Exhibit 99.1

ANALYSYS LTD

3/F., Block C, B12

Universal Business Park

10 Jiuxianqio Road

Chaoyang District, Beijing

April 7, 2021

Trip.com Group Limited

Building 16, 968 Jin Zhong Road

Shanghai 200335

People’s Republic of China

Re: Consent of Analysys

Ladies and Gentlemen,

We understand that Trip.com Group Limited (the “Company”) has filed a registration statement on Form F-3 (File No. 333-233938) (the “Registration Statement”) and a preliminary prospectus supplement (together with the base prospectus included in the Registration Statement and the any incorporated documents, the “Preliminary Prospectus”) with the United States Securities and Exchange Commission (the “SEC”) in connection with its proposed Global Offering (the “Global Offering”) on September 25, 2019 and April 7, 2021, respectively, and plans to file a final prospectus supplement (together with the base prospectus included in the Registration Statement and the any incorporated documents, the “Prospectus”).

We hereby consent to the references to our name, Analysys, in (i) the Registration Statement, (ii) the Preliminary Prospectus and Prospectus; (iii) Exhibit 99.1 to the current report on Form 6-K, titled “Trip.com Group Supplemental and Updated Disclosures,” furnished to the Securities and Exchange Commission (the “SEC”) on April 6, 2021, which is incorporated by reference into the Registration Statement (“Exhibit 99.1”); (iv) any written correspondence with the SEC (“SEC Correspondence”); and (v) any other future filings with the SEC, including other registration statements, annual reports on Form 20-F or current reports on Form 6-K (collectively, the “Future SEC Filings”), on the websites of the Company and its subsidiaries and affiliates, in institutional and retail road shows and other activities in connection with the Global Offering, and in other publicity materials in connection with the Global Offering.

We hereby further consent to the inclusion of, summary of and reference to (i) the report dated in or around April 2021, including all the amendments and supplements thereto, published by us and commissioned by the Company (the “Report”), and (ii) information, data, and statements from the Report, as well as the citation of the foregoing, in the Registration Statement, Preliminary Prospectus, Prospectus, Exhibit 99.1, SEC Correspondence, and Future SEC Filings.

We hereby further consent to the filing of this consent as an exhibit to the current report on Form 6-K to be incorporated by reference into the Registration Statement.

 

Yours faithfully,
For and on behalf of
ANALYSYS LTD.

/x/ Xinwei Jiang, Zhiying Ji

Name: Xinwei Jiang, Zhiying Ji
Title: Tourism Industry Researching Team Leader, Analyst