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United States securities and exchange commission logo
January 26, 2023
Cindy Xiaofan Wang
Chief Financial Officer
Trip.com Group Limited
968 Jin Zhong Road
Shanghai 200335
People s Republic of China
Re: Trip.com Group
Limited
Form 20-F for the
Fiscal Year Ended December 31, 2021
Response dated
December 1, 2022
File No. 001-33853
Dear Cindy Xiaofan Wang:
We have reviewed your December 1, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
November 17, 2022 letter.
Response dated December 1, 2022
General
1. We note your proposed
amended disclosure in response to comment 1. With respect to
your definition of
"VIEs," please refrain from stating that you conduct operations through
the VIEs and revise to
clearly state that you are the primary beneficiary of the VIEs for
accounting purposes
only.
2. We note your proposed
amended disclosure in response to comment 2; please elaborate on
the relevant laws and
regulations in Hong Kong and Macau, including a description on
how they impact your
business. At the beginning of Item 3, also disclose how regulatory
actions related to data
security or anti-monopoly concerns in Hong Kong/Macau have or
Cindy Xiaofan Wang
Trip.com Group Limited
January 26, 2023
Page 2
may impact the company s ability to conduct its business, accept
foreign investment or list
on a U.S./foreign exchange.
3. We note your proposed amended disclosure in response to comment 3 and
we reissue it.
Please revise your Organizational Structure chart to disclose the 57%
owners of Qunar
Cayman Islands Limited.
4. We note your proposed amended disclosure in response to comment 4,
including your
statement that "[a]s a result of the contractual arrangements, we have
effective control
over and are (i) have the power to direct activities of the VIEs that
most significantly
affect their economic performance, and (ii) receive the economic
benefits from the VIEs
that could be significant to them." Please revise this sentence to
reflect the conditions you
have satisfied for consolidation of the VIE under U.S. GAAP and the
fact that you are the
primary beneficiary of the VIE for accounting purposes.
5. We note your proposed amended disclosure in response to comment 6,
including your
disclosure that all of your officers and directors live outside of the
United States. Please
revise to name the directors, officers, and senior management and
whether each resides in
the PRC, Hong Kong, or Macau. In the Enforceability of Civil
Liabilities section and
related risk factor, please also include a discussion of
enforceability issues relating to
interests/persons in Hong Kong.
6. We note your response to comment 5. It appears that you no longer
state that you have
not been denied any permissions or approvals to conduct your business
(other than for
your accommodation reservation, transportation ticketing,
packaged-tour, and corporate
travel businesses); please revise. In addition, it appears that you no
longer state that you
have obtained all of the requisite permissions and approvals from the
PRC authorities to
operate your business; please revise.
Please contact Cara Wirth at (202) 551-7127 or Lilyanna Peyser at (202)
551-3222 with
any questions.
FirstName LastNameCindy Xiaofan Wang Sincerely,
Comapany NameTrip.com Group Limited
Division of
Corporation Finance
January 26, 2023 Page 2 Office of Trade
& Services
FirstName LastName