Trip.com Group Ltd 6-K, filed Nov 2, 2021
Trip.com Group Ltd (TCOM)
About this 6-K
Trip.com Group Ltd filed this 6-K on November 2, 2021.
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 November 2021
Commission File Number: 001-33853
Trip.com Group Limited
(Registrant’s Name)
968 Jin Zhong Road
Shanghai 200335
People’s 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): ☐
EXPLANATORY NOTE
We made an announcement dated November 2, 2021 with The Stock Exchange of Hong Kong Limited in relation to the record date of the Company’s forthcoming annual general meeting. For details of the record date announcement, please refer to exhibit 99.1 to this current report on Form 6-K. Details of the annual general meeting, including the date and location of the meeting, will be provided in a meeting notice and the proxy materials on a later date.
Safe Harbor Statements
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 “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets,” and similar statements. Statements that are not historical facts, including statements about the allotment and issuance of ordinary shares and additional net proceeds, are or contain forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement. All information provided in this announcement is as of the date of this announcement and are based on assumptions that we believe to be reasonable as of this date, and we do not undertake any obligation to update any forward-looking statement, except as required under applicable law.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Announcement – Record Date for Annual General Meeting of Shareholders | |
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: November 2, 2021
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
Trip.com Group Limited
攜程集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 9961)
RECORD DATE FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS
Please note that the record date for determining the eligibility of the holders of the ordinary shares of Trip.com Group Limited (the “Company”) with a par value of US$0.00125 each (the “Ordinary Shares”), to attend and vote at the Company’s forthcoming annual general meeting of shareholders (the “General Meeting”) will be as of close of business on Tuesday, November 16, 2021 (Hong Kong time) (the “Shares Record Date”). In order to be eligible to attend and vote at the General Meeting, all valid documents for the transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 4:30 p.m. on Tuesday, November 16, 2021 (Hong Kong time). All persons who are registered holders of the Shares on the Shares Record Date will be entitled to attend and vote at the General Meeting.
Holders of American depositary shares (the “ADSs”) issued by The Bank of New York Mellon, as depositary of the ADSs (the “Depositary”), and representing the Ordinary Shares may attend, but may not vote, at the General Meeting. Holders of ADSs as of close of business on Tuesday, November 16, 2021 (New York time) (the “ADSs Record Date”, together with the Shares Record Date, the “Record Date”), will be able to instruct the Depositary as to how to vote the Ordinary Shares represented by such ADSs. Upon the timely receipt of a properly completed ADS voting instruction card, the Depositary will endeavour, to the extent practicable and legally permissible, to vote or cause to be voted at the General Meeting the amount of Ordinary Shares represented by the ADSs in accordance with the instructions set forth in the ADS voting instruction card. Please be aware that, due to the time difference between Hong Kong and New York, if a holder of ADSs cancels his/her ADSs in exchange for Ordinary Shares on Tuesday, November 16, 2021 (New York time), such holder of ADSs will not be able to instruct the Depositary as to how to vote the Ordinary Shares represented by the cancelled ADSs as described above, and will also not be a holder of those Ordinary Shares as of the Shares Record Date for the purpose of determining the eligibility to attend and vote at the General Meeting.
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Details including the date and location of the General Meeting will be set out in the notice of General Meeting to be issued and provided to holders of the Shares and ADSs as of the respective Record Date together with the proxy materials in due course.
| By Order of the Board Trip.com Group Limited James Jianzhang Liang |
| Executive Chairman of the Board |
Hong Kong, November 2, 2021
As at the date of this announcement, the board of directors of the Company comprises Mr. James Jianzhang Liang, Mr. Min Fan, Ms. Jane Jie Sun, Mr. Robin Yanhong Li and Mr. Dou Shen as directors, and Mr. Neil Nanpeng Shen, Mr. Qi Ji, Mr. Gabriel Li and Mr. JP Gan as independent directors.
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