Trip.Com Group Limited
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ai16177268249_272623_Project_Victory_Eng spine 16.6mm HR.pdf 1 7/4/2021 00:33:44 Global Offering Trip.com Group Limited Stock Code: 9961 Stock Code : 9961 Joint Sponsors, Joint Global Coordinators, Joint Bookrunners, and Joint Lead Managers Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Bookrunners and Joint Lead Managers IMPORTANT If you are in any doubt about any of the contents in this document, you should obtain independent professional advice. Trip.com Group Limited 攜程集團有限公司 (incorporated in the Cayman Islands with limited liability) GLOBAL OFFERING Number of Offer Shares under the Global Offering : 31,635,600 Offer Shares (subject to the Over-allotment Option) Number of Hong Kong Offer Shares : 2,214,500 Offer Shares (subject to reallocation) Number of International Offer Shares : 29,421,100 Offer Shares (subject to reallocation and the Over- allotment Option) Maximum Hong Kong Offer Price : HK$333.00 per Offer Share plus brokerage of 1%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005% (payable in full on application in Hong Kong dollars, subject to refund) Par value : US$0.00125 per Share Stock code : 9961 Joint Sponsors, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers Joint Global Coordinators, Joint Bookrunners, and Joint Lead Managers Joint Bookrunners and Joint Lead Managers Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. A copy of this document, having attached thereto the documents specified in “Documents available for inspection—Documents delivered to the Registrar of Companies” in Appendix V, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission and the Registrar of Companies in Hong Kong take no responsibility for the contents of this document or any other document referred to above. The Offer Price is expected to be fixed by agreement between the Joint Representatives (for themselves and on behalf of the Underwriters) and us on or around Tuesday, April 13, 2021. If, for any reason, the Offer Price is not agreed by Friday, April 16, 2021, the Global Offering will not proceed and will lapse. The Hong Kong Offer Price will be no more than HK$333.00 per Offer Share, unless otherwise announced. We may set the International Offer Price at a level higher than the maximum Hong Kong Offer Price if (a) the Hong Kong dollar equivalent of the closing trading price of the ADSs on Nasdaq on the last trading day on or before the Price Determination Date (on a per-Share converted basis) were to exceed the maximum Hong Kong Offer Price as stated in this document and/or (b) we believe that it is in the best interest of the Company as a listed company to set the International Offer Price at a level higher than the maximum Hong Kong Offer Price based on the level of interest expressed by professional and institutional investors during the bookbuilding process. If the International Offer Price is set at or lower than the maximum Hong Kong Offer Price, the Hong Kong Offer Price must be set at such price that is equal to the International Offer Price. Under no circumstances will we set the Hong Kong Offer Price above the maximum Hong Kong Offer Price as stated in this document or the International Offer Price. The Joint Representatives may, with our consent, reduce the number of Offer Shares being offered under the Global Offering at any time on or prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. See “Structure of the Global Offering” and “How to apply for Hong Kong Offer Shares” for further details. The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement are subject to termination by the Joint Representatives (for themselves and on behalf of the Hong Kong Underwriters) if certain grounds arise prior to 8:00 a.m. on the Listing Date. See “Underwriting—Underwriting arrangements and expenses—Hong Kong Public Offering—Grounds for termination” for further details. Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this document, including the risk factors set out in “Risk factors”. Our ADSs, each representing one Share, are listed for trading on Nasdaq under the symbol “TCOM” The last reported sale price of the ADSs on Nasdaq on March 31, 2021 was US$39.63 per ADS. In connection with the Global Offering, we have filed a registration statement on Form F-3 and a preliminary prospectus supplement and plan to file a final prospectus supplement with the SEC to register the sale of Shares under the U.S. Securities Act. NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS DOCUMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ATTENTION We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus or printed copies of any application forms to the public in relation to the Hong Kong Public Offering. This prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk and our website at investors.trip.com. If you require a printed copy of this prospectus, you may download and print from the website addresses above. April 8, 2021 IMPORTANT IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this document or printed copies of any application forms to the public in relation to the Hong Kong Public Offering. This document is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk, under “HKEXnews > New Listings > New Listing Information”, and our website at investors.trip.com. If you require a printed copy of this document, you may download and print from the website addresses above. To apply for the Hong Kong Offer Shares, you may: (a) apply online through the White Form eIPO service at www.eipo.com.hk; (b) apply through the CCASS EIPO service to electronically cause HKSCC Nominees to apply on your behalf, including by: (i) instructing your broker or custodian who is a CCASS Clearing Participant or a CCASS Custodian Participant to give electronic application instructions via CCASS terminals to apply for the Hong Kong Offer Shares on your behalf; or (ii) (if you are an existing CCASS Investor Participant) giving electronic application instructions through the CCASS Internet System (https://ip.ccass.com) or through the CCASS Phone System (using the procedures in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time). HKSCC can also input electronic application instructions for CCASS Investor Participants through HKSCC’s Customer Service Center by completing an input request. If you have any question about the application for the Hong Kong Offer Shares, you may call the enquiry hotline of our Hong Kong Share Registrar and White Form eIPO Service Provider, Computershare Hong Kong Investor Services Limited, at +852 2862 8646 on the following dates and times: Thursday, April 8, 2021 — 9:00 a.m. to 9:00 p.m. Friday, April 9, 2021 — 9:00 a.m. to 9:00 p.m. Saturday, April 10, 2021 — 9:00 a.m. to 6:00 p.m. Sunday, April 11, 2021 — 9:00 a.m. to 6:00 p.m. Monday, April 12, 2021 — 9:00 a.m. to 9:00 p.m. Tuesday, April 13, 2021 — 9:00 a.m. to 12:00 noon We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of this document are identical to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance. If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that this document is available online at the website addresses above. See “How to Apply for Hong Kong Offer Shares” for further details of the procedures through which you can apply for the Hong Kong Offer Shares electronically. IMPORTANT Your application must be for a minimum of 50 Hong Kong Offer Shares and in one of the numbers set out in the table below. You are required to pay the amount next to the number you select. No. of No. of Hong No. of No. of Hong Kong Kong Offer Amount Hong Kong Amount Hong Kong Offer Shares payable on Offer Shares payable on Offer Shares Amount payable Shares Amount payable applied for application applied for application applied for on application applied for on application HK$ HK$ HK$ HK$ 50 16,817.78 1,000 336,355.64 20,000 6,727,112.82 700,000 235,448,948.70 100 33,635.57 1,500 504,533.47 30,000 10,090,669.23 800,000 269,084,512.80 150 50,453.35 2,000 672,711.28 40,000 13,454,225.64 900,000 302,720,076.90 200 67,271.13 2,500 840,889.11 50,000 16,817,782.05 1,000,000 336,355,641.00 250 84,088.91 3,000 1,009,066.92 60,000 20,181,338.46 1,107,250(1) 372,429,783.49 300 100,906.70 3,500 1,177,244.75 70,000 23,544,894.87 350 117,724.48 4,000 1,345,422.56 80,000 26,908,451.28 400 134,542.26 4,500 1,513,600.39 90,000 30,272,007.69 450 151,360.04 5,000 1,681,778.21 100,000 33,635,564.10 500 168,177.83 6,000 2,018,133.85 200,000 67,271,128.20 600 201,813.38 7,000 2,354,489.49 300,000 100,906,692.30 700 235,448.95 8,000 2,690,845.13 400,000 134,542,256.40 800 269,084.51 9,000 3,027,200.77 500,000 168,177,820.50 900 302,720.08 10,000 3,363,556.41 600,000 201,813,384.60 Note: (1) Maximum number of Hong Kong Offer Shares you may apply for.