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November 17, 2022
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
Filed April 27,
2022
File No. 001-33853
Dear Cindy Xiaofan Wang:
We have reviewed your September 28, 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
September 28, 2022 letter.
Response dated September 28, 2022
General
1. We note your response
to comment 4 regarding your revised definition. Please revise to
include a stand-alone
definition for each of the holding company, subsidiaries, and
VIEs such that you are
able to refer to each entity separate from the company.
2. We note your response
to comment 5 that you have "several insignificant subsidiaries
domiciled in Hong
Kong...which currently do not have any substantive operations."
However, we note your
disclosure on page 64, which appears to identify Ctrip.com (Hong
Kong) Limited, a Hong
Kong entity, as one of your significant subsidiaries through which
you operate your
business. Please tell us what activities and operations your Hong Kong
Cindy Xiaofan Wang
Trip.com Group Limited
November 17, 2022
Page 2
and Macau subsidiaries engage in, and whether any of your directors or
officers are
located in Hong Kong or Macau. As a related matter, please include
risk factor disclosure
that explains whether there are laws or regulations in Hong Kong
and/or Macau that result
in oversight over data security, how this oversight impacts the
company's business, and to
what extent the company believes that it is compliant with the
regulations or policies that
have been issued, or tell us why such disclosure is unnecessary.
3. We note your amended disclosure in response to comment 8, including
footnote 1 that
points to your disclosure in Item 4. Please revise your Organizational
Structure chart to
disclose the 57% owners of Qunar Cayman Islands Limited.
4. We note your amended disclosure in response to comment 9, including
that "[a]s a result
of the contractual arrangements, we (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 statement,
and other statements throughout your annual report that suggest
control over the VIEs, as
applicable, to disclose 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 amended disclosure in response to comment 11, including
cross-references
to certain risk factor disclosure. Please revise to include the
relevant discussion(s) in this
section in addition to the cross-references. For example, please
revise to list the
exceptions regarding your attempts to comply with the PRC regulations
regarding
licensing requirements. Additionally, please expand this section to
address required
approvals in Hong Kong and/or Macau. Also disclose each permission or
approval that
you, your subsidiaries, or the VIEs are required to obtain from
Chinese authorities to offer
your securities and state affirmatively whether you have received such
permissions or
approvals and whether such permissions or approvals have been denied.
6. In an appropriate place in your annual report, for example, in your risk
factor where you
discuss service of process on page 59, please name the directors,
officers, or members of
senior management located in the PRC/Hong Kong/Macau and include a
separate
"Enforceability" section that addresses whether or not investors may
bring actions under
the civil liability provisions of the U.S. federal securities laws
against you, your officers or
FirstName LastNameCindy Xiaofan Wang
directors who are residents of a foreign country, and whether investors
may enforce these
Comapany
civilNameTrip.com Group
liability provisions Limited
when your assets, officers, and directors
are located outside of the
United
November 17, States.
2022 Page 2
FirstName LastName
Cindy Xiaofan Wang
FirstName LastNameCindy
Trip.com Group Limited Xiaofan Wang
Comapany 17,
November NameTrip.com
2022 Group Limited
November
Page 3 17, 2022 Page 3
FirstName LastName
Please contact Cara Wirth at 202-551-7127 or Lilyanna Peyser at
202-551-3222 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services