6-K
Trip.com Group Ltd (TCOM)
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 May 2025
Commission File Number: 001-33853
Trip.com Group Limited
(Registrant’s Name)
30 Raffles Place, #29-01
Singapore 048622
(Addressof 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 ☐
EXHIBIT INDEX
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: May 20, 2025
EX-99.1
Exhibit 99.1
Trip.com Group to Hold Annual General Meeting on June 30, 2025
SINGAPORE, May 20, 2025 — Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) (“Trip.com Group” or the “Company”), a leading one-stop travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management, today announced that it will hold an annual general meeting of shareholders (the “AGM”) on June 30, 2025 at 9:30 a.m. (Shanghai time) at the address of Building 16, 968 Jinzhong Road, Shanghai 200335, People’s Republic of China.
Holders of record of ordinary shares of the Company at the close of business on May 30, 2025 (Hong Kong time) are entitled to notice of, and to vote at, the annual general meeting or any adjournment or postponement thereof. Holders of the Company’s American Depositary Shares (“ADSs”) as of the close of business on May 30, 2025 (New York time) who wish to exercise their voting rights for the underlying ordinary shares represented by their ADSs must act through The Bank of New York Mellon, the depositary of the Company’s ADS program (the “Depositary”), if the ADSs are held by holders on the books and records of the Depositary, or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as the case may be. The purpose of the annual general meeting is for the Company’s shareholders to consider, and if thought fit, pass and approve the resolutions as set forth in the notice of the annual general meeting, which is available on the Investor Relations section of the Company’s website at http://investors.trip.com/, as well as on the website of the U.S. Securities and Exchange Commission (the “SEC”) at http://www.sec.gov/ and the website of The Stock Exchange of Hong Kong Limited (the “HKEX”) at http://www.hkexnews.hk.
Trip.com Group has filed its annual report on Form 20-F, including its audited financial statements for the fiscal year ended December 31, 2024, with the SEC and published its Hong Kong annual report pursuant to the Rules Governing the Listing of Securities on the HKEX. Trip.com Group’s annual report for the fiscal year ended December 31, 2024 can be accessed on the above-mentioned websites. Shareholders and ADS holders may request a hard copy of the Company’s annual report, free of charge, by contacting Investors Relations Department, Trip.com Group Limited, 30 Raffles Place, #29-01, Singapore 048622, or by email to iremail@trip.com.
About Trip.com GroupLimited
Trip.com Group Limited (Nasdaq: TCOM; HKEX: 9961) is a leading global one-stop travel platform, integrating a comprehensive suite of travel products and services and differentiated travel content. It is the go-to destination for many travelers in Asia, and increasingly for travelers around the world, to explore travel, get inspired, make informed and cost-effective travel bookings, enjoy hassle-free on-the-go support, and share travel experience. Founded in 1999 and listed on Nasdaq in 2003 and HKEX in 2021, the Company currently operates under a portfolio of brands, including Ctrip, Qunar, Trip.com and Skyscanner, with the mission “to pursue the perfect trip for a better world.”
Safe Harbor Statement
This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “future,” “intend,” “plan,” “believe,” “estimate,” “is/are likely to,” “confident” or other similar statements. Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Further information regarding these factors and other risks and uncertainties is included in Trip.com Group’s filings with the U.S. Securities and Exchange Commission or the Stock Exchange of Hong Kong Limited. All information provided in this press release and in the attachments is as of the date of the issuance, and Trip.com Group does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For further information, please contact:
Investor Relations
Trip.com Group Limited
Tel: (+86) 21 3406 4880 X 12229
Email: iremail@trip.com
EX-99.2
Exhibit 99.2
Trip.com Group Limited
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq: TCOM and HKEX: 9961)
Notice of Annual General Meeting
to be held on June 30, 2025
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Trip.com Group Limited (the “Company”) will be held at Building 16, 968 Jinzhong Road, Shanghai 200335, People’s Republic of China on June 30, 2025 at 9:30 a.m. (Shanghai time), for the purposes to consider and, if thought fit, pass and approve the following resolutions:
| 1. | as an ordinary resolution, THAT Mr. Rong Luo be re-elected as a<br>director of the Company; and |
|---|---|
| 2. | as an ordinary resolution, THAT the Board of Directors of the Company be authorized to, in each fiscal year<br>commencing from 2025, exercise all the powers of the Company to repurchase shares of the Company listed on the Hong Kong Stock Exchange, in a number not exceeding 10% of the Company’s total number of issued and outstanding shares as of the end<br>of the previous year. |
| --- | --- |
SHARES RECORD DATE AND ADS RECORD DATE
The Board of Directors of the Company has fixed the close of business on May 30, 2025, Hong Kong time, as the record date (the “Shares RecordDate”) of our ordinary shares with a par value of US$0.00125 each (the “Shares”). Holders of record of the Company’s Shares as of the Shares Record Date are entitled to attend and vote at the AGM and any adjourned meeting thereof.
Holders of record of American Depositary Shares (the “ADSs”) as of the close of business on May 30, 2025, New York time (the “ADS Record Date”) who wish to exercise their voting rights for the underlying Shares represented by their ADSs must give voting instructions directly to The Bank of New York Mellon, the depositary of the ADSs (the “Depositary”), if the ADSs are held by holders on the books and records of the Depositary, or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as the case may be.
ATTENDING THE AGM
Only holders of record of Shares as of the Shares Record Date are entitled to attend and vote at the AGM. Please note that holders of ADSs may attend, but may not vote, at the AGM.
PROXY FORMS AND ADS VOTING CARDS
A holder of Shares as of the Shares Record Date may appoint a proxy to exercise his or her voting rights at the AGM. A holder of ADSs as of the ADS Record Date will need to give voting instructions directly to the Depositary if the ADSs are held by holders on the books and records of the Depositary, or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as the case may be, as to how to vote the Shares represented by the ADSs. Please refer to the proxy form (for holders of Shares) or ADS voting card (for holders of ADSs), which are incorporated by reference into and made a part of this notice for further details and instructions.
Holders of record of the Company’s Shares on the Company’s Register of Members as of the Shares Record Date are cordially invited to attend the AGM in person. Your vote is important. You are urged to complete, sign, date and return the accompanying proxy form to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited (“Computershare”) (for holders of Shares) as promptly as possible and before the prescribed deadline if you wish to exercise your voting rights. Computershare must receive the proxy form by no later than 9:30 a.m., Hong Kong time, on June 28, 2025 at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, being not less than 48 hours before the time for holding the AGM, to ensure your representation at the AGM. For holders of the ADSs, The Bank of New York Mellon must receive your voting instructions by the time specified in the ADS voting instruction card to enable the votes attaching to the Shares represented by your ADSs to be cast at the AGM.
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ANNUAL REPORT
You may obtain an electronic copy of the Company’s annual report, free of charge, from the Company’s website at https://investors.trip.com, the HKEX’s website at www.hkexnews.hk or from the SEC’s website at www.sec.gov.
| By Order of the Board of Directors, | |
|---|---|
| Trip.com Group Limited | |
| /s/ James Jianzhang Liang | |
| James Jianzhang Liang | |
| Executive Chairman of the Board | |
| Executive Office: | Registered Office: |
| --- | --- |
| 30 Raffles Place, #29-01 | Maples Corporate Services Limited |
| Singapore 048622 | PO Box 309, Ugland House, Grand Cayman |
| KY1-1104, Cayman Islands |
Singapore, May 20, 2025
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EX-99.3
Exhibit 99.3
TRIP.COM GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq: TCOM and HKEX: 9961)
––––––
Form of Proxy for Annual General Meeting
To Be Held on June 30, 2025
(or any adjourned or postponed meeting thereof)
Introduction
This form of proxy (the “Form of Proxy”) is furnished in connection with the solicitation by the board of directors (the “Board”) of Trip.com Group Limited, a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.00125 per share, of the Company (the “Ordinary Shares”) to be exercised at the annual general meeting of the Company (the “AGM”) to be held at Building 16, 968 Jinzhong Road, Shanghai 200335, People’s Republic of China, on June 30, 2025 at 9:30 a.m. (Shanghai time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”).
Holders of the Company’s Ordinary Shares at the close of business on May 30, 2025 (Hong Kong time) are entitled to notice of, and to vote at, the AGM or any adjournment or postponement thereof. Holders of the Company’s American Depositary Shares (“ADSs”) as of the close of business on May 30, 2025 (New York time) who wish to exercise their voting rights for the underlying Ordinary Shares represented by their ADSs must act directly through The Bank of New York Mellon, the depositary of the Company’s ADS program (the “Depositary”), if the ADSs are held by holders on the books and records of the Depositary, or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders, as the case may be. In respect of the matters requiring shareholders’ vote at the AGM, each Ordinary Share is entitled to one vote. The quorum of the AGM consists of one or more shareholders (in the case that the Company has only one shareholder of record, then that one shareholder) holding Ordinary Shares which represent, in aggregate, not less than ten per cent of the votes attaching to all issued and outstanding Ordinary Shares.
A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the Ordinary Shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the Chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business that may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Notwithstanding the foregoing, the Company can only use a proxy on behalf of ADS holders on matters specifically identified in the DR voting card provided directly by the Depositary if the ADSs are held on the books and records of the Depositary, or indirectly through a bank, brokerage or other securities intermediary if the ADSs are held by any of them on behalf of holders. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing a duly signed revocation at the address set forth below, with a copy delivered to the Company’s office at 30 Raffles Place, #29-01, Singapore 048622, or (ii) by voting in person at the AGM.
To be valid, this Form ofProxy must be completed, signed and returned to Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 48 hours before the time of the AGM to ensure yourrepresentation at the AGM.
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TRIP.COM GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Nasdaq: TCOM and HKEX: 9961)
Form of Proxy for Annual General Meeting
To Be Held on June 30, 2025
(or any adjourned or postponed meeting thereof)
I/We ________________________________________________________ of ____________________________________________, being the registered holder(s) of _____________________ ordinary shares^1^, par value US$0.00125 per share, of Trip.com Group Limited (the “Company”), hereby appoint the Chairman of the Annual General Meeting^2^ or ________________________ of __________________________________________________________________ as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at Building 16, 968 Jinzhong Road, Shanghai 200335, People’s Republic of China on June 30, 2025 at 9:30 a.m. (Shanghai time), and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit^3^.
| No. | RESOLUTION | FOR^3^ | AGAINST^3^ | ABSTAIN^3^ |
|---|---|---|---|---|
| 1. | as an ordinary resolution, THAT Mr. Rong Luo be re-elected as a director of the Company. | |||
| 2. | as an ordinary resolution, THAT the Board of Directors of the Company be authorized to, in each fiscal year commencing from 2025, exercise all the powers of the<br>Company to repurchase shares of the Company listed on the Hong Kong Stock Exchange, in a number not exceeding 10% of the Company’s total number of issued and outstanding shares as of the end of the previous year. |
You may instruct your proxy to vote some or all of the shares in respect of which the proxy is appointed either for or against any resolution and/or abstain from voting as such proxy need not cast the votes in respect of your shares in the same way on any resolution. In this case, please specify in the voting boxes above the number of shares in respect of which your proxy is to vote for or against or to abstain in respect of each resolution.
If you have appointed more than one proxy, please specify in the voting boxes above the number of shares in respect of which each proxy is entitled to exercise the related votes. If you do not complete this information, the first person listed above shall be entitled to exercise all the votes in relation to the relevant resolution. If you have appointed more than one proxy, the first person listed above shall be entitled to vote on a show of hands.
| Dated _______________, 2025 | Signature(s)^^^4^____________________ |
|---|---|
| ^1^ | Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is<br>inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). |
| --- | --- |
| ^2^ | If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words“the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his/her stead. Any alteration made tothis form of proxy must be initialed by the person(s) who sign(s) it. |
| --- | --- |
| ^3^ | IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “FOR.”If you wish to vote against a particular resolution, tick the appropriate box marked “AGAINST.” If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “ABSTAIN.” If you do not complete<br>this section, your proxy will vote or abstain at his/her discretion, as he/she will on any other business that may be raised at the Annual General Meeting. |
| --- | --- |
| ^4^ | This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a<br>corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same. |
| --- | --- |
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NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE AGM IN PERSON OR COMPLETE ANDSEND IN THIS FORM APPOINTING A SPECIFIC PROXY.
| 1 | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is<br>entitled to appoint one or more proxies to attend and vote in his/her stead. |
|---|---|
| 2 | Any standing proxy previously deposited by a shareholder with the Company will be voted in favour of the<br>resolutions to be proposed at the AGM unless revoked prior to the AGM or the shareholder attends the AGM in person or completes and returns this form appointing a specific proxy. |
| --- | --- |
| 3 | Whether or not you propose to attend the relevant meeting(s) in person, you are strongly advised to complete<br>and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power<br>or authority) at Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible and in any event not later than 48 hours before the time for holding the AGM or any<br>adjourned meeting thereof. Returning this completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish. |
| --- | --- |
| 4 | If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders<br>a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company’s register of shareholders in<br>respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided. |
| --- | --- |
| 5 | If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her<br>discretion as to whether he/she votes and if so how. |
| --- | --- |
| 6 | This form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy<br>must either be under its seal or under the hand of some officer or attorney duly authorised for that purpose. |
| --- | --- |
| 7 | A proxy may vote on a show of hands or on a poll. |
| --- | --- |
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