Correspondence 0001193125-22-296222 from Trip.com Group Ltd (TCOM)
Trip.com Group Ltd
Date: Dec. 1, 2022 · CIK: 0001269238 · Accession: 0001193125-22-296222
AI Filing Summary & Sentiment
File numbers found in text: 001-33853
Referenced dates: November 17, 2022
Letter
VIA EDGAR Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission Washington, D.C. 20549 Re: Trip.com Group Limited (the “Company”) Form 20-F for the Fiscal Year Ended December 31, 2021 Filed on April 27, 2022 (File No. 001-33853)
Dear Ms. Peyser and Ms. Wirth,
This letter sets forth the Company’s responses to the comments contained in the letter dated November 17, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on April 27, 2022 (the “2021 Form 20-F”) and the Company’s response letter submitted on September 28, 2022. The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. The proposed revised disclosure sets forth in the Company’s responses below reflects the Company’s cumulative revisions to the referenced disclosure in its future Form 20-F filings, with deletions shown as strike-through and additions shown as underlined. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2021 Form 20-F.
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.
In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as shown below in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. The bold text is added on top of the proposed disclosure in the Company’s prior response. Page reference is made to the 2021 Form 20-F to illustrate the approximate location of the disclosure.
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 1, 2022
Page
Page 1:
•
“we,” “us,” “our company” or “Trip.com Group” refers to Trip.com Group Limited (formerly known as Ctrip.com International, Ltd.), its predecessor entities and subsidiaries, and, in the context of describing our operations and consolidated financial information, its consolidated affiliated Chinese entities the VIEs, unless otherwise indicated herein. We started to consolidate consolidate the financial results of Qunar on starting from December 31, 2015. In calculating the number of hotels with which we have room supply relationships, downloads of and transactions through our mobile channel, and other operational data, where applicable, as well as in describing our marketing, branding, and intellectual properties, we have not taken into account the comparable operating data or other information of Qunar. The VIEs are PRC companies conducting operations in China, primarily including (i) Shanghai Ctrip Commerce Co., Ltd., which holds a value-added telecommunications business license and mainly provides online advertising services, (ii) Shanghai Huacheng Southwest International Travel Agency Co., Ltd., which holds a travel agency operation license and mainly provides domestic, inbound, and outbound tour services, and air-ticketing services, (iii) Chengdu Ctrip Travel Agency Co., Ltd., which holds a domestic travel agency operation license and mainly provides air-ticketing services, and (iv) Beijing Qu Na Information Technology Co., Ltd., which holds the licenses, approvals, and key assets such as mobile application and website that are essential to the business operations of Qunar. For the avoidance of confusion, “our holding company” or “Trip.com Group Limited” only refers to Trip.com Group Limited, a Cayman Islands exempted company, and unless the context requires otherwise, include its predecessor entities; “our subsidiaries” refers to the entities in which Trip.com Group Limited holds direct or indirect equity ownership, and thus consolidates their financial results; for “variable interest entities” or “VIEs,” see stand-alone definition sets forth below. Trip.com Group Limited does not conduct operations of its own. The financial results of the VIEs have been consolidated into our consolidated financial statements under U.S. GAAP for accounting purposes. Trip.com Group Limited and does not have any equity ownership in the VIEs;
. . .
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 1, 2022
Page
•
“variable interest consolidated affiliated Chinese entities” or “VIEs” refers to variable interest entities, which are companies incorporated in China that have entered into a series of contractual arrangements with their respective shareholders and our PRC subsidiaries. We conduct some of our operations in China through the VIEs, primarily including (i) Shanghai Ctrip Commerce Co., Ltd., or Ctrip Commerce (VIE), which holds a value-added telecommunications business license and mainly provides online advertising services, (ii) Shanghai Huacheng Southwest International Travel Agency Co., Ltd., or Shanghai Huacheng (VIE), which holds a travel agency operation license and mainly provides domestic, inbound, and outbound tour services, and air-ticketing services, (iii) Chengdu Ctrip Travel Agency Co., Ltd., or Chengdu Ctrip (VIE), which holds a domestic travel agency operation license and mainly provides air-ticketing services, and (iv) Beijing Qu Na Information Technology Co., Ltd., or Qunar Beijing (VIE), which holds the licenses, approvals, and key assets such as mobile application and website that are essential to the business operations of Qunar. The contractual arrangements provide Trip.com Group Limited with a “controlling financial interest” in the VIEs as defined in FASB ASC 810, making Trip.com Group Limited Our company is considered the primary beneficiary of the VIEscontrols, and thereby consolidates, each of these entities under U.S. GAAP through these contractual arrangements for accounting purpose;
The Company undertakes to thoroughly review and revise the disclosure in future filings of its annual report on Form 20-F to apply the revised definitions set forth above consistently.
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 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.
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 1, 2022
Page
The Company respectfully clarifies to the Staff that Ctrip.com (Hong Kong) Limited, a significant subsidiary determined pursuant to Regulation S-X in the 2021 Form 20-F, was not intended to be included in the “several insignificant subsidiaries domiciled in Hong Kong” in the Company’s response letter submitted on September 28, 2022.
In response to the Staff’s comment, the Company respectfully submits that the main business activities and operations of Ctrip.com (Hong Kong) Limited are to provide international train ticketing services and flight insurance products and the main business activities and operations of the Company’s subsidiary in Macao are to provide accommodation reservation, transportation ticketing, and packaged-tour services, which accounted for less than 1% of the Company’s total revenues in 2021 in aggregate. In addition, among the Company’s directors and officers, three of the Company’s independent directors reside in Hong Kong and the other directors and officers all reside in mainland China.
In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as shown below in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. Page reference is made to the 2021 Form 20-F to illustrate the approximate location of the disclosure.
Page 37:
Our failure to comply with privacy and data protection laws and regulations in various jurisdictions could subject us to sanctions, damages, and litigation, and could harm our reputation and business.
. . .
European Union traditionally takes a broader view as to what is considered personal information and has imposed greater obligations under their privacy and data protection laws. In particular, the European Union adopted a new General Data Protection Regulation in April 2016, which became effective in May 2018. The General Data Protection Regulation results in more stringent requirements for data processors and controllers, including more fulsome disclosures about the processing of personal information, data retention limits, and deletion requirements, mandatory notification in the case of a data breach, and elevated standards regarding valid consent in some specific cases of data processing. The General Data Protection Regulation also includes substantially higher penalties for failure to comply with the requirements. For example, in the event of violations, a fine up to €20 million or up to 4% of the annual worldwide turnover, whichever is greater, may be imposed. In addition to General Data Protection Regulation, when other future laws and regulations relating to data privacy in China or other jurisdictions come into effect, the more stringent requirements on privacy user notifications and data handling will require us to adapt our business and incur additional costs.
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 1, 2022
Page
In addition, to the extent we have accessed data in Hong Kong and Macao, we have been in compliance with relevant laws and regulations in both jurisdictions regarding data security, and, as of the date of this annual report, we believe that the laws and regulations in Hong Kong and Macao regarding data security, such as the Personal Data (Privacy) Ordinance and the Unsolicited Electronic Messages Ordinance, which impose protocols and obligations regarding the handling of personal data in Hong Kong, do not, nor would any non-compliance therewith, if any, have any material adverse impact on our business. However, if certain laws and regulations in Hong Kong or Macao were to result in oversight over data security that materially impacts our business in the applicable jurisdiction, we may be required to incur additional cost to ensure our compliance with such laws and regulations, and any violation could result in a material adverse impact on our business, financial condition, and results of operations.
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.
In response to the Staff’s comment, the Company respectfully proposes to revise the footnote 1 to the organizational structure chart as shown below in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. Page reference is made to the 2021 Form 20-F to illustrate the approximate location of the disclosure.
Page 88:
Notes:
(1) The 57% owners of Qunar Cayman Islands Limited are several non-U.S. investment entities, which are consolidated by us under U.S. GAAP. For further details about the indirect ownership of Qunar Cayman Islands Limited, see “Item 4. Information on the Company — A. History and Development of the Company.”
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.
Division of Corporation Finance
Office of Trade & Services
Securities and Exchange Commission
December 1, 2022
Page
In response to the Staff’s comment, in addition to the proposed revised disclosure as submitted in response to comment No. 1 above, the Company respectfully proposes to revise the referenced disclosure as shown below in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. The bold text is added on top of the proposed disclosure in the Company’s prior response. Page reference is made to the 2021 Form 20-F to illustrate the approximate location of the disclosure.
Page 5:
Our Holding Company Structure and Contractual Arrangements with Our Consolidated Affiliated Chinese Entities the VIEs
. . .
A series of contractual agreements, including powers of attorney, technical consulting and services agreement, equity pledge agreements, exclusive option agreements, and loan agreements, have been entered into by and among our PRC subsidiaries, our consolidated affiliated Chinese entities the VIEs, and their respective shareholders. Terms contained in each set of contractual arrangements with our consolidated affiliated Chinese entities the VIEs and their respective shareholders are substantially similar. As advised by Commerce & Finance Law Offices, our PRC legal counsel, subject to the disclosure in this annual report, the terms of the contractual arrangements are valid, binding, and enforceable under the PRC laws and regulations currently in effect. As 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. Accordingly, for accounting purposes, the contractual arrangements provide Trip.com Group Limited has with a “controlling financial interest” and is in the VIEs as defined in FASB ASC 810, making Trip.com Group Limited considered the primary beneficiary of these companies, and we have Trip.com Group Limited thus has consolidated the financial results of operations, assets, and liabilities of these companies in our its consolidated financial statements under U.S. GAAP. Neither Trip.com Group Limited nor its investors has an equity ownership (including foreign direct investment) in, or control through such equity ownership of, the VIEs, and the contractual arrangements are not equivalent to an equity ownership in the business of the VIEs. For more de
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CORRESP 1 filename1.htm CORRESP Trip.com Group Limited 968 Jin Zhong Road Shanghai 200335 People’s Republic of China December 1, 2022 VIA EDGAR Ms. Lilyanna Peyser Ms. Cara Wirth Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Trip.com Group Limited (the “Company”) Form 20-F for the Fiscal Year Ended December 31, 2021 Filed on April 27, 2022 (File No. 001-33853) Dear Ms. Peyser and Ms. Wirth, This letter sets forth the Company’s responses to the comments contained in the letter dated November 17, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Commission on April 27, 2022 (the “2021 Form 20-F”) and the Company’s response letter submitted on September 28, 2022. The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. The proposed revised disclosure sets forth in the Company’s responses below reflects the Company’s cumulative revisions to the referenced disclosure in its future Form 20-F filings, with deletions shown as strike-through and additions shown as underlined. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2021 Form 20-F. 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. In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as shown below in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. The bold text is added on top of the proposed disclosure in the Company’s prior response. Page reference is made to the 2021 Form 20-F to illustrate the approximate location of the disclosure. Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission December 1, 2022 Page 2 Page 1: • “we,” “us,” “our company” or “Trip.com Group” refers to Trip.com Group Limited (formerly known as Ctrip.com International, Ltd.), its predecessor entities and subsidiaries, and, in the context of describing our operations and consolidated financial information, its consolidated affiliated Chinese entities the VIEs, unless otherwise indicated herein. We started to consolidate consolidate the financial results of Qunar on starting from December 31, 2015. In calculating the number of hotels with which we have room supply relationships, downloads of and transactions through our mobile channel, and other operational data, where applicable, as well as in describing our marketing, branding, and intellectual properties, we have not taken into account the comparable operating data or other information of Qunar. The VIEs are PRC companies conducting operations in China, primarily including (i) Shanghai Ctrip Commerce Co., Ltd., which holds a value-added telecommunications business license and mainly provides online advertising services, (ii) Shanghai Huacheng Southwest International Travel Agency Co., Ltd., which holds a travel agency operation license and mainly provides domestic, inbound, and outbound tour services, and air-ticketing services, (iii) Chengdu Ctrip Travel Agency Co., Ltd., which holds a domestic travel agency operation license and mainly provides air-ticketing services, and (iv) Beijing Qu Na Information Technology Co., Ltd., which holds the licenses, approvals, and key assets such as mobile application and website that are essential to the business operations of Qunar. For the avoidance of confusion, “our holding company” or “Trip.com Group Limited” only refers to Trip.com Group Limited, a Cayman Islands exempted company, and unless the context requires otherwise, include its predecessor entities; “our subsidiaries” refers to the entities in which Trip.com Group Limited holds direct or indirect equity ownership, and thus consolidates their financial results; for “variable interest entities” or “VIEs,” see stand-alone definition sets forth below. Trip.com Group Limited does not conduct operations of its own. The financial results of the VIEs have been consolidated into our consolidated financial statements under U.S. GAAP for accounting purposes. Trip.com Group Limited and does not have any equity ownership in the VIEs; . . . Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission December 1, 2022 Page 3 • “variable interest consolidated affiliated Chinese entities” or “VIEs” refers to variable interest entities, which are companies incorporated in China that have entered into a series of contractual arrangements with their respective shareholders and our PRC subsidiaries. We conduct some of our operations in China through the VIEs, primarily including (i) Shanghai Ctrip Commerce Co., Ltd., or Ctrip Commerce (VIE), which holds a value-added telecommunications business license and mainly provides online advertising services, (ii) Shanghai Huacheng Southwest International Travel Agency Co., Ltd., or Shanghai Huacheng (VIE), which holds a travel agency operation license and mainly provides domestic, inbound, and outbound tour services, and air-ticketing services, (iii) Chengdu Ctrip Travel Agency Co., Ltd., or Chengdu Ctrip (VIE), which holds a domestic travel agency operation license and mainly provides air-ticketing services, and (iv) Beijing Qu Na Information Technology Co., Ltd., or Qunar Beijing (VIE), which holds the licenses, approvals, and key assets such as mobile application and website that are essential to the business operations of Qunar. The contractual arrangements provide Trip.com Group Limited with a “controlling financial interest” in the VIEs as defined in FASB ASC 810, making Trip.com Group Limited Our company is considered the primary beneficiary of the VIEscontrols, and thereby consolidates, each of these entities under U.S. GAAP through these contractual arrangements for accounting purpose; The Company undertakes to thoroughly review and revise the disclosure in future filings of its annual report on Form 20-F to apply the revised definitions set forth above consistently. 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 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. Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission December 1, 2022 Page 4 The Company respectfully clarifies to the Staff that Ctrip.com (Hong Kong) Limited, a significant subsidiary determined pursuant to Regulation S-X in the 2021 Form 20-F, was not intended to be included in the “several insignificant subsidiaries domiciled in Hong Kong” in the Company’s response letter submitted on September 28, 2022. In response to the Staff’s comment, the Company respectfully submits that the main business activities and operations of Ctrip.com (Hong Kong) Limited are to provide international train ticketing services and flight insurance products and the main business activities and operations of the Company’s subsidiary in Macao are to provide accommodation reservation, transportation ticketing, and packaged-tour services, which accounted for less than 1% of the Company’s total revenues in 2021 in aggregate. In addition, among the Company’s directors and officers, three of the Company’s independent directors reside in Hong Kong and the other directors and officers all reside in mainland China. In response to the Staff’s comment, the Company respectfully proposes to revise the referenced disclosure as shown below in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. Page reference is made to the 2021 Form 20-F to illustrate the approximate location of the disclosure. Page 37: Our failure to comply with privacy and data protection laws and regulations in various jurisdictions could subject us to sanctions, damages, and litigation, and could harm our reputation and business. . . . European Union traditionally takes a broader view as to what is considered personal information and has imposed greater obligations under their privacy and data protection laws. In particular, the European Union adopted a new General Data Protection Regulation in April 2016, which became effective in May 2018. The General Data Protection Regulation results in more stringent requirements for data processors and controllers, including more fulsome disclosures about the processing of personal information, data retention limits, and deletion requirements, mandatory notification in the case of a data breach, and elevated standards regarding valid consent in some specific cases of data processing. The General Data Protection Regulation also includes substantially higher penalties for failure to comply with the requirements. For example, in the event of violations, a fine up to €20 million or up to 4% of the annual worldwide turnover, whichever is greater, may be imposed. In addition to General Data Protection Regulation, when other future laws and regulations relating to data privacy in China or other jurisdictions come into effect, the more stringent requirements on privacy user notifications and data handling will require us to adapt our business and incur additional costs. Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission December 1, 2022 Page 5 In addition, to the extent we have accessed data in Hong Kong and Macao, we have been in compliance with relevant laws and regulations in both jurisdictions regarding data security, and, as of the date of this annual report, we believe that the laws and regulations in Hong Kong and Macao regarding data security, such as the Personal Data (Privacy) Ordinance and the Unsolicited Electronic Messages Ordinance, which impose protocols and obligations regarding the handling of personal data in Hong Kong, do not, nor would any non-compliance therewith, if any, have any material adverse impact on our business. However, if certain laws and regulations in Hong Kong or Macao were to result in oversight over data security that materially impacts our business in the applicable jurisdiction, we may be required to incur additional cost to ensure our compliance with such laws and regulations, and any violation could result in a material adverse impact on our business, financial condition, and results of operations. 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. In response to the Staff’s comment, the Company respectfully proposes to revise the footnote 1 to the organizational structure chart as shown below in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. Page reference is made to the 2021 Form 20-F to illustrate the approximate location of the disclosure. Page 88: Notes: (1) The 57% owners of Qunar Cayman Islands Limited are several non-U.S. investment entities, which are consolidated by us under U.S. GAAP. For further details about the indirect ownership of Qunar Cayman Islands Limited, see “Item 4. Information on the Company — A. History and Development of the Company.” 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. Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission December 1, 2022 Page 6 In response to the Staff’s comment, in addition to the proposed revised disclosure as submitted in response to comment No. 1 above, the Company respectfully proposes to revise the referenced disclosure as shown below in its future Form 20-F filings, subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed. The bold text is added on top of the proposed disclosure in the Company’s prior response. Page reference is made to the 2021 Form 20-F to illustrate the approximate location of the disclosure. Page 5: Our Holding Company Structure and Contractual Arrangements with Our Consolidated Affiliated Chinese Entities the VIEs . . . A series of contractual agreements, including powers of attorney, technical consulting and services agreement, equity pledge agreements, exclusive option agreements, and loan agreements, have been entered into by and among our PRC subsidiaries, our consolidated affiliated Chinese entities the VIEs, and their respective shareholders. Terms contained in each set of contractual arrangements with our consolidated affiliated Chinese entities the VIEs and their respective shareholders are substantially similar. As advised by Commerce & Finance Law Offices, our PRC legal counsel, subject to the disclosure in this annual report, the terms of the contractual arrangements are valid, binding, and enforceable under the PRC laws and regulations currently in effect. As 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. Accordingly, for accounting purposes, the contractual arrangements provide Trip.com Group Limited has with a “controlling financial interest” and is in the VIEs as defined in FASB ASC 810, making Trip.com Group Limited considered the primary beneficiary of these companies, and we have Trip.com Group Limited thus has consolidated the financial results of operations, assets, and liabilities of these companies in our its consolidated financial statements under U.S. GAAP. Neither Trip.com Group Limited nor its investors has an equity ownership (including foreign direct investment) in, or control through such equity ownership of, the VIEs, and the contractual arrangements are not equivalent to an equity ownership in the business of the VIEs. For more de