UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2023
Commission File Number: 001-33853
Trip.com Group Limited
(Registrants Name)
968 Jin Zhong Road
Shanghai 200335
Peoples Republic of China
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Supplemental Submission Pursuant to Item 16I(a) of Form 20-F
Trip.com Group Limited (the Company) is submitting to the U.S. Securities and Exchange Commission (the SEC) the following information as required under Item 16I(a) of Form 20-F in relation to the Holding Foreign Companies Accountable Act (the HFCAA).
On May 26, 2022, the Company was conclusively identified by the SEC as a Commission-Identified Issuer pursuant to the HFCAA because it filed an annual report on Form 20-F for the year ended December 31, 2021 with the SEC on April 27, 2022 with an audit report issued by PricewaterhouseCoopers Zhong Tian LLP, a registered public accounting firm retained by the Company for the preparation of the audit report on the Companys financial statements included therein. PricewaterhouseCoopers Zhong Tian LLP is a registered public accounting firm headquartered in mainland China, a jurisdiction where the Public Company Accounting Oversight Board (the PCAOB) determined that it was unable to inspect or investigate registered public accounting firms headquartered there until December 2022 when the PCAOB vacated its previous determination. In response to Item 16I(a) of Form 20-F, the Company believes that the following information establishes that it is not owned or controlled by a governmental entity in China.
To the Companys knowledge based on its register of members and public EDGAR filings made by its shareholders, no shareholder other than Baidu, Inc. (Nasdaq: BIDU; SEHK: 9888) owned more than 5% of the Companys outstanding shares as of January 31, 2023. Baidu, Inc. held 10.7% of the Companys outstanding shares as of January 31, 2023. Baidu, Inc. is a public company incorporated in the Cayman Islands and is not a governmental entity of China. In addition, the Companys directors and senior management in aggregate beneficially owned (determined in accordance with the SEC rules) 7.6% of the Companys outstanding shares as of January 31, 2023. Excluding shares beneficially owned by Baidu, Inc. and the Companys directors and senior management, more than two-thirds of the remaining outstanding shares are held by public investors in the open market. Please refer to Item 6. Directors, Senior Management and EmployeesE. Share Ownership of the Companys annual report on Form 20-F for the year ended December 31, 2022 filed with the SEC on March 27, 2023 for more details.
In addition, the Company is not aware that any governmental entity in China controls the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRIP.COM GROUP LIMITED | ||||
By | : | /s/ Cindy Xiaofan Wang | ||
Name | : | Cindy Xiaofan Wang | ||
Title | : | Chief Financial Officer |
Date: March 28, 2023