SecProbe.io

United States securities and exchange commission logo
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

 FirstName LastNameCindy Xiaofan Wang
 Comapany NameTrip.com Group Limited
 November 17, 2022 Page 2
 FirstName LastName
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
directors who are residents of a foreign country, and whether investors may enforce these
civil liability provisions when your assets, officers, and directors are located outside of the
United States.

 FirstName LastNameCindy Xiaofan Wang
 Comapany NameTrip.com Group Limited
 November 17, 2022 Page 3
 FirstName LastName
Cindy Xiaofan Wang
Trip.com Group Limited
November 17, 2022
Page 3
            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