SecProbe.io

United States securities and exchange commission logo
August 31, 2023
Jane Jie Sun
Chief Executive Officer
Trip.com Group Ltd
968 Jin Zhong Road
Shanghai 200335
People’s Republic of China
Re:Trip.com Group Ltd
Form 20-F for the Fiscal Year Ended December 31, 2022
File No. 001-33853
Dear Jane Jie Sun:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F 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.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 146
1.We note your statement that you reviewed your register of members and public filings
made by your shareholders in connection with your required submission under paragraph
(a).  Please supplementally describe any additional materials that were reviewed and tell
us whether you relied upon any legal opinions or third party certifications such as
affidavits as the basis for your submission.  In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party
certifications relied upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party.  For
instance, please tell us how the board members’ current or prior memberships on, or
affiliations with, committees of the Chinese Communist Party factored into your

 FirstName LastNameJane Jie Sun
 Comapany NameTrip.com Group Ltd
 August 31, 2023 Page 2
 FirstName LastName
Jane Jie Sun
Trip.com Group Ltd
August 31, 2023
Page 2
determination.  In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.We note that your disclosures pursuant to Items 16I(b)(2), (b)(3) and (b)(5) are provided
for “Trip.com Group Limited, the VIEs, or the VIEs’ subsidiaries.  We also note that your
list of subsidiaries in Exhibit 8.1 appears to indicate that you have subsidiaries in Hong
Kong and countries outside China that are not included in your VIEs.  Please note that
Item 16I(b) requires that you provide disclosures for yourself and your consolidated
foreign operating entities, including variable interest entities or similar structures.

•With respect to (b)(2), please supplementally clarify the jurisdictions in which your
material consolidated foreign operating entities are organized or incorporated and
provide the percentage of your shares or the shares of your consolidated operating
entities owned by governmental entities in each foreign jurisdiction in which you
have consolidated operating entities in your supplemental response.
•With respect to (b)(3) and (b)(5), please provide the required information for you and
all of your consolidated foreign operating entities in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to our knowledge.”  Please supplementally confirm
without qualification, if true, that your articles and the articles of your consolidated
foreign operating entities do not contain wording from any charter of the Chinese
Communist Party.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Christopher Dunham at 202-551-3783 or Andrew Mew at 202-551-
3377 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Haiping Li