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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Trip.com Group Ltd. (Name of Issuer) |
Ordinary shares, par value US$0.00125 per share (Title of Class of Securities) |
G9066F101 (CUSIP Number) |
09/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G9066F101 |
| 1 | Names of Reporting Persons
James Jianzhang Liang | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
38,919,807.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 7, 8 and 9: Represents (i) 29,658,665 ordinary shares issuable to Mr. Liang upon exercise of options within 60 days, (ii) 2,241,600 ADSs, each representing one ordinary share, directly owned by Mr. Liang, (iii) (a) 122,400 ordinary shares directly owned by Ms. Chung Lau, the spouse of Mr. Liang, (b) 1,511,012 ordinary shares and 3,937,754 ADSs directly owned by Smart Charm Limited, a British Vergin Islands company wholly owned and controlled by Ms. Lau, and (c) 1,413,336 ordinary shares directly owned by Wise Kingdom Group Limited, a British Virgin Islands wholly owned and controlled by Ms. Lau, and (iv) 35,040 ordinary shares directly held by certain other family members of Mr. Liang and beneficially owned by Mr. Liang and Ms. Lau.
Row 11: Based on a total of 652,238,214 ordinary shares issued and outstanding as of September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | G9066F101 |
| 1 | Names of Reporting Persons
Chung Lau | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
38,919,807.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 7, 8 and 9: Represents (i) 29,658,665 ordinary shares issuable to Mr. Liang upon exercise of options within 60 days, (ii) 2,241,600 ADSs, each representing one ordinary share, directly owned by Mr. Liang, (iii) (a) 122,400 ordinary shares directly owned by Ms. Lau, (b) 1,511,012 ordinary shares and 3,937,754 ADSs directly owned by Smart Charm Limited, a British Vergin Islands company wholly owned and controlled by Ms. Lau, and (c) 1,413,336 ordinary shares directly owned by Wise Kingdom Group Limited, a British Virgin Islands wholly owned and controlled by Ms. Lau, and (iv) 35,040 ordinary shares directly held by certain other family members of Mr. Liang and beneficially owned by Mr. Liang and Ms. Lau.
Row 11: Based on a total of 652,238,214 ordinary shares issued and outstanding as of September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | G9066F101 |
| 1 | Names of Reporting Persons
Smart Charm Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,448,766.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 7, 8 and 9: Represents 1,511,012 ordinary shares and 3,937,754 ADSs directly owned by Smart Charm Limited, a British Vergin Islands company wholly owned and controlled by Ms. Lau.
Row 11: Based on a total of 652,238,214 ordinary shares issued and outstanding as of September 30, 2025.
SCHEDULE 13G
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| CUSIP No. | G9066F101 |
| 1 | Names of Reporting Persons
Wise Kingdom Group Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,413,336.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Row 7, 8 and 9: Represents 1,413,336 ordinary shares directly owned by Wise Kingdom Group Limited, a British Vergin Islands company wholly owned and controlled by Ms. Lau.
Row 11: Based on a total of 652,238,214 ordinary shares issued and outstanding as of September 30, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Trip.com Group Ltd. | |
| (b) | Address of issuer's principal executive offices:
30 Raffles Place, #29-01, Singapore 048622 | |
| Item 2. | ||
| (a) | Name of person filing:
James Jianzhang Liang
Chung Lau
Smart Charm Limited
Wise Kingdom Group Limited
(Collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
30 Raffles Place, #29-01
Singapore 048622
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| (c) | Citizenship:
James Jianzhang Liang: Hong Kong
Chung Lau: Hong Kong
Smart Charm Limited: British Virgin Islands
Wise Kingdom Group Limited: British Virgin Islands | |
| (d) | Title of class of securities:
Ordinary shares, par value US$0.00125 per share | |
| (e) | CUSIP No.:
G9066F101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses of each Reporting Person to Row (9) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4. | |
| (b) | Percent of class:
The responses of each Reporting Person to Row (11) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
The responses of each Reporting Person to Row (6) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
The responses of each Reporting Person to Row (8) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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