Stock Listing and Trading - Trip.com Group's American Depositary Shares (ADS) are traded on the NASDAQ Global Select Market under the ticker symbol TCOM, with each ADS representing one Class A ordinary share with a par value of $0.00125[1] - The company's statutory share capital underwent a 1:8 split on March 18, 2021, with the ratio of American Depositary Shares (ADS) to ordinary shares changing from 8:1 to 1:1[9] - The company's ADR price on Nasdaq fluctuated between $21.74 and $44.57 in 2021, while its ordinary shares traded between HK$173.4 and HK$322.4 on the Hong Kong exchange[191] - The company completed a public offering in Hong Kong in April 2021, with its ordinary shares commencing trading on the Hong Kong Stock Exchange on April 19, 2021, under the stock code "9961"[195] Share Structure and Capital - As of December 31, 2021, Trip.com Group had 641,329,557 Class A ordinary shares issued, each with a par value of $0.00125[3] - The company changed its legal share capital through a 1-for-8 stock split on March 18, 2021, adjusting the ratio of American Depositary Shares (ADS) to ordinary shares from 8:1 to 1:1[27] - A subsidiary issued redeemable preferred shares to a third-party investor in 2019, with a redemption price calculated at an annual interest rate of 10% if a qualified IPO was not completed within a pre-agreed period[27] - The company lost control of the subsidiary in 2020 and ceased consolidating its financial position and operating results[27] Financial Performance - Net revenue for 2021 was RMB 20,023 million (USD 3,142 million), a 9.3% increase from RMB 18,316 million in 2020[23] - Gross profit for 2021 was RMB 15,425 million (USD 2,421 million), an 8% increase from RMB 14,285 million in 2020[23] - Operating loss for 2021 was RMB 1,411 million (USD 221 million), slightly improved from RMB 1,423 million in 2020[23] - Net loss attributable to Trip.com Group Limited for 2021 was RMB 550 million (USD 86 million), compared to a net loss of RMB 3,247 million in 2020[23] - Third-party net revenue for 2021 was RMB 20.023 billion, compared to RMB 18.316 billion in 2020[29][30] - Operating loss for 2021 was RMB 1.411 billion, compared to an operating loss of RMB 1.423 billion in 2020[29][30] - Net loss attributable to Trip.com Group Limited for 2021 was RMB 550 million, compared to a net loss of RMB 3.247 billion in 2020[29][30] - The company's net interest expense and other income for 2021 was RMB 940 million, compared to RMB 198 million in 2020[29][30] - Income tax expense for 2021 was RMB 270 million, compared to RMB 355 million in 2020[29][30] Cash Flow and Liquidity - Total cash and cash equivalents as of December 31, 2021, were RMB 19,818 million (USD 3,110 million), up from RMB 18,096 million in 2020[24] - Net cash provided by operating activities was RMB 2.475 billion, indicating positive cash flow from core operations[38] - Net cash used in investing activities was RMB 4.148 billion, primarily due to investments and other activities[38] - Net cash provided by financing activities was RMB 3.919 billion, driven by proceeds from issuing ordinary shares and other financing activities[38] - Net cash used in operating activities in the previous year was RMB 3.823 billion, showing a significant improvement in cash flow management[39] - Net cash used in investing activities in the previous year was RMB 3.821 billion, reflecting a consistent investment strategy[39] - Net cash provided by financing activities in the previous year was RMB 6.025 billion, highlighting strong financing capabilities[39] - Net cash provided by operating activities for 2021 was RMB 7.333 billion, with a significant contribution from subsidiaries[40] - Net cash used in investing activities for 2021 was RMB 2.413 billion, primarily due to other investment activities[40] - Net cash used in financing activities for 2021 was RMB 9.256 billion, mainly due to other financing activities[40] Regulatory Compliance and Risks - Trip.com Group is classified as a large accelerated filer according to the Securities Exchange Act rules[5] - The company follows U.S. Generally Accepted Accounting Principles (GAAP) for its financial statements[5] - Trip.com Group has submitted all required reports under the Securities Exchange Act Sections 13 or 15(d) in the past 12 months and has been subject to the filing requirements within the past 90 days[4] - The company has filed an interactive data file in accordance with Regulation S-T Rule 405 for each required submission in the past 12 months[4] - Trip.com Group has provided a report on the effectiveness of internal control over financial reporting and a certification of management's assessment as required by Section 404(b) of the Sarbanes-Oxley Act[5] - The company is not a shell company as defined in the Securities Exchange Act Rule 12b-2[5] - The company faces risks related to regulatory approvals for overseas listings, the use of consolidated affiliated Chinese entities, antitrust regulatory actions, and cybersecurity and data privacy regulations[15] - The company's contractual arrangements with consolidated affiliated Chinese entities may not be as effective as direct ownership and could result in significant costs[12] - The company's contractual arrangements with consolidated affiliated Chinese entities are subject to risks, including potential penalties or forced relinquishment of interests if deemed non-compliant with Chinese regulations[13] - The company's business could be significantly impacted by the Foreign Investment Law of the People's Republic of China[14] - The company faces risks related to the lack of inspection of its auditors by the PCAOB, which could affect its operations and ability to issue securities in the U.S. or other foreign markets[15] - The company's Chinese subsidiaries and consolidated affiliated entities in China are subject to significant regulatory oversight by the Chinese government, which may impact the company's ability to issue securities and affect the value of its securities[16] - The company's Chinese subsidiaries and consolidated affiliated entities have obtained necessary licenses and permits, including value-added telecommunications business licenses and travel agency operation licenses, but may require additional approvals in the future due to regulatory uncertainties[16] - The company's ability to pay dividends and repay debts depends on the dividends and service fees paid by its Chinese subsidiaries and consolidated affiliated entities, which are subject to restrictions under Chinese law[19] - The total restrictions on the company's Chinese subsidiaries and consolidated affiliated entities for transferring net assets were RMB 6.8 billion, RMB 7.8 billion, and RMB 6.5 billion (USD 1 billion) as of December 31, 2019, 2020, and 2021, respectively[19] - The company provided funding to its subsidiaries through capital contributions and loans, with amounts of RMB 29 million, RMB 903 million, and zero as of December 31, 2019, 2020, and 2021, respectively[19] - The net cash inflows from loans provided by the company to its subsidiaries were RMB 6.5 billion, RMB -358 million, and RMB 1.1 billion as of December 31, 2019, 2020, and 2021, respectively[20] - The net cash inflows from loans provided by the company's consolidated affiliated entities to its subsidiaries were RMB 2 billion, RMB 817 million, and RMB -434 million as of December 31, 2019, 2020, and 2021, respectively[20] - The net cash outflows from loans received by the company's consolidated affiliated entities from its subsidiaries were RMB 1 billion, RMB 2.2 billion, and RMB 3.8 billion as of December 31, 2019, 2020, and 2021, respectively[20] Strategic Investments and Acquisitions - The company disposed of some long-term investments in 2017 and 2018, recognizing gains of RMB 1.4 billion and RMB 1.2 billion, respectively[26] - The fair value changes of equity investments and exchangeable bonds were RMB 2.3 billion in gains for 2019, RMB 612 million in losses for 2020, and RMB 170 million in losses for 2021[26] - The company completed a share exchange with Baidu in 2015, acquiring approximately 45% of Qunar's voting rights, and later consolidated Qunar's financial statements starting December 31, 2015[65] - In 2016, the company participated in a consortium to privatize Qunar and completed the acquisition of Skyscanner, a leading global travel search website based in Edinburgh[66] - Strategic acquisitions may dilute equity securities, require significant cash, and pose integration challenges, potentially impacting financial performance[67] - The company has made strategic investments, including a RMB 3 billion investment in approximately 466 million A-shares of China Eastern Airlines and equity swaps with eLong and Home Inns[68] - In 2019, the company entered a strategic partnership with TripAdvisor to form a joint venture and expand global collaboration[68] - The company acquired a controlling stake in an online travel agency in 2019, previously holding 51% equity with significant participation rights from non-controlling shareholders[68] Corporate Governance and Legal Structure - The company's principal executive offices are located at 968 Jin Zhong Road, Shanghai, 200335, People's Republic of China[2] - The company's CEO is Jane Sun, and the contact information for the company is provided, including phone and fax numbers[2] - The company, as a Cayman Islands-registered entity, follows certain home country practices in corporate governance that may differ significantly from Nasdaq's corporate governance listing standards, potentially offering less protection to shareholders[198] - The company is classified as a foreign private issuer under the U.S. Securities Exchange Act, which exempts it from certain provisions applicable to U.S. domestic issuers[198] - The company is exempt from certain U.S. securities rules and regulations, including filing quarterly reports on Form 10-Q and current reports on Form 8-K[199] - The company is required to submit an annual report on Form 20-F within four months after the end of each fiscal year[199] - The company plans to release quarterly earnings via press releases and provide them to the SEC on Form 6-K[199] - The company follows Cayman Islands corporate governance practices, which may differ significantly from Nasdaq corporate governance standards[200] - The company's articles of association do not require a majority of independent directors, and non-independent directors can be included in the compensation and nomination committees[200] - The company does not hold annual general meetings annually but commits to holding them while listed on the Hong Kong Stock Exchange[200] - Shareholders may face difficulties in protecting their interests due to the company's incorporation under Cayman Islands law and its primary operations in China[200] Risks and Uncertainties - The company anticipates growth strategies, future business development, operating performance, and financial conditions, but these are subject to risks and uncertainties[9] - The company faces risks such as economic slowdown in China, global recession, public health crises like COVID-19, and potential disruptions in the tourism industry[9] - The company's quarterly performance may fluctuate due to seasonal factors in the Greater China tourism industry[9] - The company's business relies heavily on the continued efforts of its senior management, and the loss of their services could severely disrupt operations[9] - The company's infrastructure or technology could become damaged, obsolete, or fail, potentially harming the business[9] - The company's strategy of acquiring or investing in complementary businesses and assets involves significant risks and uncertainties[9] - The company's ability to maintain relationships with travel suppliers and strategic alliances is crucial, and failure to do so could adversely affect the business[9] - The company's brand awareness is critical for maintaining existing users and business partners, and failure to enhance it could harm the business[9] - The company faces significant risks from pandemics, such as COVID-19, which could disrupt the travel industry and negatively impact its business[43] - Strategic acquisitions and investments in complementary businesses and assets involve significant risks and uncertainties[44] - The company has recorded substantial goodwill and indefinite-lived intangible assets, which could lead to significant impairment charges if recoverability decreases[44] - The company's business is sensitive to global economic conditions, and a severe or prolonged recession could adversely affect its growth and profitability[43] - The company's American Depositary Shares (ADS) could be delisted from U.S. exchanges by 2024 under the Holding Foreign Companies Accountable Act (HFCAA) if PCAOB inspections are not allowed[47] - The company's future overseas issuances may require approval or filing with the China Securities Regulatory Commission (CSRC) or other Chinese government agencies[47] - The company's net revenue increased by 9% in 2021 compared to 2020, but it still recorded a net loss of RMB 645 million[52] - The company's net revenue in 2020 decreased by 49% compared to 2019, with a net loss of RMB 3.3 billion[52] - The company invested RMB 9 billion (USD 1.4 billion) in product research and development in 2021[55] - The company's domestic business in China showed strong recovery momentum in 2021, but the Omicron variant in early 2022 caused significant adverse effects[50] - The company faced a significant decline in travel demand due to COVID-19, leading to a large number of cancellations and refund requests[49] - The company's international business recovery has been slow due to ongoing travel restrictions and quarantine measures[53] - The company implemented cost control measures to mitigate the impact of reduced user demand caused by the pandemic[52] - The company's accounts receivable expected credit loss provisions increased due to difficulties in collecting receivables[52] - The company's long-term investments were significantly written down and impaired in 2020 due to the pandemic's impact[52] - The company's office locations in China were temporarily closed for extended periods, affecting operational efficiency[51] - The company expanded its global presence through a combination of proprietary brands, direct investments, and strategic partnerships, aiming to enhance content marketing capabilities and user engagement through innovative formats like live streaming[56] - The company reported net losses of RMB 3.3 billion in 2020 and RMB 645 million in 2021 due to the impact of the COVID-19 pandemic, despite implementing cost control measures[57] - The company's financial performance is highly sensitive to global and Chinese economic conditions, with potential adverse effects from economic downturns or prolonged recessions[57] - The company's revenue is primarily derived from China, with significant exposure to the Chinese economy and tourism industry, making it vulnerable to economic downturns or financial disruptions[59] - The company's business is heavily influenced by trends in the global and Chinese tourism industry, including accommodation bookings, transportation ticketing, and destination activities, which are sensitive to discretionary spending levels[60] - The company faces risks from potential declines in travel demand due to events such as wars, terrorism, pandemics, natural disasters, and geopolitical uncertainties[60] - The company relies on ecosystem partners like hotels and airlines to provide services through its platform, and any deterioration in these relationships could negatively impact its business and market share[61] - The company's ability to maintain and expand relationships with ecosystem partners is crucial for its business prospects, and any shift in these partnerships to competitors could harm its market position[62] - The company relies on hotel partners to provide discounted rooms, but contracts are non-exclusive and subject to renewal, with no guarantee of favorable terms in the future[63] - In 2016, major Chinese airlines banned third-party ticket agents from selling domestic flight tickets on platforms like the company's, and replaced commissions with reduced fixed "management fees"[64] - Strategic investments may face risks such as resource dispersion, high acquisition costs, and failure to achieve expected returns, potentially impacting financial performance[69] - Potential penalties of up to RMB 500,000 for violations of China's Anti-Monopoly Law, with possible transaction reversals affecting business and financial performance[71] - Strategic alliances with third parties may lead to risks such as proprietary information sharing, counterparty non-performance, and increased expenses, potentially harming business operations[72] - Uncertainty regarding compliance with China's Anti-Monopoly Law for historical and future acquisitions, including the 2015 acquisition of Qunar shares[70] - Significant goodwill and indefinite-lived intangible assets from strategic acquisitions, with potential for substantial impairment if recoverability declines[74] - Net current liabilities of RMB 358 million as of December 31, 2020, and RMB 1.2 billion as of December 31, 2019, influenced by COVID-19 impacts on payables and receivables[73] - Potential inability to fulfill obligations to users for travel products and services, negatively impacting cash flow[73] - Risks of liquidity issues if the company cannot generate sufficient revenue or maintain adequate cash reserves[73] - Goodwill recorded by the company as of December 31, 2021, is RMB 59.4 billion (USD 9.3 billion)[75] - No impairment charges were recognized for goodwill or indefinite-lived intangible assets in 2019, 2020, and 2021 due to no indicators of impairment found in qualitative assessments[75] - The company faces intense competition from both new and existing competitors, including domestic and international travel agencies, hotels, airlines, and content platforms[76] - The company has increased marketing and product development investments to respond to competitive pressures, negatively impacting operating profit margins[78] - The company has allocated significant resources to R&D to enhance AI and cloud technologies to compete with rivals[78] - The company's ability to maintain and grow its user base and secure new business partners is crucial for brand promotion[79] - Negative publicity involving the company or the travel industry could harm its reputation and business performance[80] - The company's quarterly performance may fluctuate due to seasonality in the travel industry, with the third quarter typically contributing the most net income due to strong demand for leisure and business travel activities[82] - The company's infrastructure, including mobile platforms, websites, and systems, is critical to its success, and any system outages or slowdowns could reduce business volume and make the platform less attractive to users[84] - The company relies on internally developed booking software systems, and failure to upgrade these systems to handle future traffic could lead to system outages, slower response times, and loss of users and ecosystem partners[85] - The company's future success depends on its ability to adapt products and services to technological changes and internet user behavior, particularly the increasing use of mobile devices and the adoption of 5G and advanced

香港交易及結算所有限公司及香港聯合交易所有限公司（「香港聯交所」）對本公告的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示概不會就本公告全部或任何部分內容而產生或因倚賴該等內容而引致的任 何損失承擔任何責任。 Trip.com Group® Trip.com Group Limited 攜程集團有限公司 （於開曼群島註冊成立的有限公司） （股份代號：9961） 2021 年第二季度及上半年業績公告 攜程集團有限公司謹此公佈其2021年第二季度及上半年業績（「2021年第二季度及上半年 業績公告」）。2021年第二季度及上半年業績公告可於香港聯交所網站 www.hkexnews.hk 及 本公司網站 investors.trip.com 查閱。 承董事會命 攜程集團有限公司 董事會執行主席 梁建章 香港，2021年9月24日 於本公告日期，本公司董事會包括董事梁建章先生、范敏先生、孫潔女士、李彥宏先生及沈抖先生以及獨立董事 沈南鵬先生、季琦先生、李基培先生及甘劍平先生。 1 攜程集團發佈2021年第二季度及上半年未經審計的財務業績 中國上海，美國時間2021年9月23日，攜程集團（納斯達克：TC ...

Financial Performance - The financial performance for the year ended December 31, 2020, is detailed in the prospectus dated April 8, 2021, available on the Hong Kong Stock Exchange website and the company's investor site[2] - The company submitted its 20-F annual report to the U.S. Securities and Exchange Commission on March 15, 2021, which can also be accessed on the investor website[2] Leadership - The board of directors includes notable members such as Liang Jianzhang, Fan Min, and Sun Jie, indicating a strong leadership team[2]