6-K
Trip.com Group Ltd (TCOM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OFFOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023
Commission File Number: 001-33853
Trip.com Group Limited
(Registrant’s Name)
968 Jin ZhongRoad
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 ☐
EXPLANATORY NOTE
On September 5, 2023, Hong Kong Time, the Company published its unaudited financial results for the second quarter and first half of 2023 as its interim report for the six months ended June 30, 2023 (the “HK Interim Report”) under Rule 13.48(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Hong Kong Listing Rules”) on the website of The Stock Exchange of Hong Kong Limited. Pursuant to the Hong Kong Listing Rules, the HK Interim Report contains supplemental disclosure of reconciliation of the material differences between the unaudited consolidated financial statements of the Company prepared under the U.S. GAAP and International Financial Reporting Standards, which is attached hereto as Exhibit 99.1.
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Supplemental Disclosure — Reconciliation Between U.S. GAAP and IFRS |
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: September 5, 2023
EX-99.1
Exhibit 99.1
RECONCILIATION BETWEEN U.S. GAAP AND IFRS
The unaudited consolidated statements of income/(loss) for the six month ended June 30, 2023 and the unaudited consolidated balance sheet as of June 30, 2023 (collectively, the “Unaudited Interim Financial Statements”) of Trip.com Group Limited (the “Company”), its subsidiaries, the variable interest entities, and the subsidiaries of the variable interest entities (collectively, the “Group”) are prepared in accordance with the accounting principles generally accepted in the United States of America (the “U.S. GAAP”), and the differences between U.S. GAAP and the International Financial Reporting Standards (the “IFRS”) issued by the International Accounting Standards Board (together, the “Reconciliation Statement”) have been disclosed in the Appendix – Reconciliation Between U.S. GAAP and IFRS attached herein.
PricewaterhouseCoopers, the auditor of the Company in Hong Kong, has performed a limited assurance engagement on the Reconciliation Statement in accordance with International Standard on Assurance Engagements 3000 (Revised) “Assurance Engagements Other Than Audits or Reviews of Historical Financial Information” issued by the International Auditing and Assurance Standards Board.
Appendix
The Unaudited Interim Financial Statements of the Group are prepared in accordance with U.S. GAAP, which differ in certain respects from IFRS. The effects of material differences between the Unaudited Interim Financial Statements prepared under U.S. GAAP and IFRS are as follows:
Reconciliation of unaudited consolidated statements of income/(loss)
| For the six-month ended June 30, 2023 | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IFRS adjustments | ||||||||||||||||||||||||
| Amounts asreportedunder U.S.GAAP | Share-basedcompensation | Leases | Equity securitieswithout readilydeterminable fairvalues | Available-for-<br><br><br>sale debtinvestments | Equitymethodinvestments | IssuanceCost | Software | AmountsunderIFRS | ||||||||||||||||
| Note(i) | Note(ii) | Note(iii) | Note(iv) | Note(v) | Note(vi) | Note(vii) | ||||||||||||||||||
| (RMB in millions) | ||||||||||||||||||||||||
| Cost of revenues | (3,644 | ) | — | — | — | — | — | — | — | (3,644 | ) | |||||||||||||
| Product development | (5,627 | ) | 32 | — | — | — | — | — | — | (5,595 | ) | |||||||||||||
| Sales and marketing | (4,110 | ) | 6 | — | — | — | — | — | — | (4,104 | ) | |||||||||||||
| General and Administrative | (1,846 | ) | 30 | 21 | — | — | — | — | — | (1,795 | ) | |||||||||||||
| Income from operations | **** | 5,218 | **** | **** | 68 | **** | 21 | **** | **** | — | **** | **** | — | **** | **** | — | **** | **** | — | **** | — | **** | 5,307 | **** |
| Interest expense | (1,041 | ) | — | (16 | ) | — | — | — | — | — | (1,057 | ) | ||||||||||||
| Fair value changes on investments measured at fair value through profit or loss | — | — | — | (1 | ) | (46 | ) | — | — | — | (47 | ) | ||||||||||||
| Other expense | (309 | ) | — | — | — | — | — | — | — | (309 | ) | |||||||||||||
| Income/(loss) before income tax expense and equity in income/(loss) ofaffiliates | **** | 4,822 | **** | **** | 68 | **** | 5 | **** | **** | (1 | ) | **** | (46 | ) | **** | — | **** | **** | — | **** | — | **** | 4,848 | **** |
| Income tax expense | (903 | ) | — | — | (3 | ) | — | — | — | — | (906 | ) | ||||||||||||
| Equity in income/(loss) of affiliates | 103 | — | — | — | — | (2 | ) | — | — | 101 | ||||||||||||||
| Net Income/(loss) | **** | 4,022 | **** | **** | 68 | **** | 5 | **** | **** | (4 | ) | **** | (46 | ) | **** | (2 | ) | **** | — | **** | — | **** | 4,043 | **** |
| For the six-month ended June 30, 2022 | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| IFRS adjustments | ||||||||||||||||||||||||
| Amounts asreportedunder U.S.GAAP | Share-basedcompensation | Leases | Equity securitieswithout readily<br><br><br>determinable fair<br><br><br>values | Available-for-<br><br><br>sale debtinvestments | Equitymethodinvestments | IssuanceCost | Software | AmountsunderIFRS | ||||||||||||||||
| Note(i) | Note(ii) | Note(iii) | Note(iv) | Note(v) | Note(vi) | Note(vii) | ||||||||||||||||||
| (RMB in millions) | ||||||||||||||||||||||||
| Cost of revenues | (2,043 | ) | — | 4 | — | — | — | — | — | (2,039 | ) | |||||||||||||
| Product development | (3,746 | ) | 26 | — | — | — | — | — | — | (3,720 | ) | |||||||||||||
| Sales and marketing | (1,669 | ) | 5 | — | — | — | — | — | — | (1,664 | ) | |||||||||||||
| General and administrative | (1,188 | ) | 24 | (16 | ) | — | — | — | — | — | (1,180 | ) | ||||||||||||
| (Loss)/income from operations | **** | (526 | ) | **** | 55 | **** | (12 | ) | **** | — | **** | **** | — | **** | **** | — | **** | **** | — | **** | — | **** | (483 | ) |
| Interest expense | (692 | ) | — | (22 | ) | — | — | — | — | — | (714 | ) | ||||||||||||
| Fair value changes on investments measured at fair value through profit or loss | — | — | — | 51 | (160 | ) | — | — | — | (109 | ) | |||||||||||||
| Other (expense)/income | (238 | ) | — | — | — | 344 | — | — | — | 106 | ||||||||||||||
| (Loss)/income before income tax expense and equity in loss of affiliates | **** | (321 | ) | **** | 55 | **** | (34 | ) | **** | 51 | **** | **** | 184 | **** | **** | — | **** | **** | — | **** | — | **** | (65 | ) |
| Income tax expense | (159 | ) | — | — | (1 | ) | (25 | ) | — | — | — | (185 | ) | |||||||||||
| Equity in loss of affiliates | (478 | ) | — | — | — | — | (0 | ) | — | — | (478 | ) | ||||||||||||
| Net (loss)/income | **** | (958 | ) | **** | 55 | **** | (34 | ) | **** | 50 | **** | **** | 159 | **** | **** | (0 | ) | **** | — | **** | — | **** | (728 | ) |
Reconciliation of unaudited consolidated balance sheets
| As of June 30, 2023 | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| IFRS adjustments | |||||||||||||||||||||||
| Amounts asreportedunder U.S.GAAP | Share-basedcompensation | Leases | Equity securitieswithout readilydeterminablefair values | Available-for-<br><br><br>sale debtinvestments | Equitymethodinvestments | IssuanceCost | Software | AmountsunderIFRS | |||||||||||||||
| Note(i) | Note(ii) | Note(iii) | Note(iv) | Note(v) | Note(vi) | Note(vii) | |||||||||||||||||
| (RMB in millions) | |||||||||||||||||||||||
| Intangible assets and land use rights | 12,738 | — | (81 | ) | — | — | — | — | 152 | 12,809 | |||||||||||||
| Property, equipment and software | 5,192 | — | — | — | — | — | — | (152 | ) | 5,040 | |||||||||||||
| Investments | 54,757 | — | — | (567 | ) | (2,660 | ) | (10 | ) | — | — | 51,520 | |||||||||||
| Investments measured at fair value through profit or loss | — | — | — | 676 | 2,135 | — | — | — | 2,811 | ||||||||||||||
| Right-of-use<br>assets | 715 | — | (6 | ) | — | — | — | — | — | 709 | |||||||||||||
| Deferred tax assets | 1,716 | — | — | — | — | — | — | — | 1,716 | ||||||||||||||
| Total assets | **** | 218,216 | **** | — | **** | (87 | ) | **** | 109 | **** | **** | (525 | ) | **** | (10 | ) | **** | — | **** | — | **** | **** | 217,703 |
| Deferred tax liabilities | 3,647 | — | — | 12 | — | — | — | — | 3,659 | ||||||||||||||
| Total liabilities | **** | 99,815 | **** | — | **** | — | **** | **** | 12 | **** | **** | — | **** | **** | — | **** | **** | — | **** | — | **** | **** | 99,827 |
| Total shareholders’ equity | **** | 118,401 | **** | — | **** | (87 | ) | **** | 97 | **** | **** | (525 | ) | **** | (10 | ) | **** | — | **** | — | **** | **** | 117,876 |
| As of December 31, 2022 | |||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| IFRS adjustments | |||||||||||||||||||||||
| Amounts asreportedunder U.S.GAAP | Share-basedcompensation | Leases | Equity securitieswithout readilydeterminablefair values | Available-for-<br><br><br>sale debtinvestments | Equitymethodinvestments | IssuanceCost | Software | AmountsunderIFRS | |||||||||||||||
| Note(i) | Note(ii) | Note(iii) | Note(iv) | Note(v) | Note(vi) | Note(vii) | |||||||||||||||||
| (RMB in millions) | |||||||||||||||||||||||
| Intangible assets and land use rights | 12,825 | — | (83 | ) | — | — | — | — | 140 | 12,882 | |||||||||||||
| Property, equipment and software | 5,204 | — | — | — | — | — | — | (140 | ) | 5,064 | |||||||||||||
| Investments | 50,177 | — | — | (550 | ) | (2,602 | ) | (8 | ) | — | — | 47,017 | |||||||||||
| Investments measured at fair value through profit or loss | — | — | — | 657 | 2,059 | — | — | — | 2,716 | ||||||||||||||
| Right-of-use<br>assets | 819 | — | (9 | ) | — | — | — | — | — | 810 | |||||||||||||
| Deferred tax assets | 1,324 | — | — | — | — | — | — | — | 1,324 | ||||||||||||||
| Total assets | **** | 191,691 | **** | — | **** | (92 | ) | **** | 107 | **** | **** | (543 | ) | **** | (8 | ) | **** | — | **** | — | **** | **** | 191,155 |
| Deferred tax liabilities | 3,487 | — | — | 9 | — | — | — | — | 3,496 | ||||||||||||||
| Total liabilities | **** | 78,672 | **** | — | **** | — | **** | **** | 9 | **** | **** | — | **** | **** | — | **** | **** | — | **** | — | **** | **** | 78,681 |
| Total shareholders’ equity | **** | 113,019 | **** | — | **** | (92 | ) | **** | 98 | **** | **** | (543 | ) | **** | (8 | ) | **** | — | **** | — | **** | **** | 112,474 |
Notes:
Basis of Preparation
The Directors of the Company are responsible for preparation of the Reconciliation Statement in accordance with the relevant requirements of the Hong Kong Listing Rules and relevant guidance in HKEX-GL111-22. The Reconciliation Statement was prepared based on the Group’s Unaudited Interim Financial Statements prepared under U.S. GAAP, with adjustments made (if any) thereto in arriving at the unaudited financial information of the Group prepared under IFRS. The adjustments reflect the differences between the Group’s accounting policies under U.S. GAAP and IFRS.
(i) Share-based compensation
Under U.S. GAAP, the Company has elected to recognize compensation expense using the straight-line method for all employee equity awards granted with graded vesting over the requisite service period.
Under IFRS, the graded vesting method is required to recognize compensation expense for all employee equity awards granted with graded vesting.
(ii) Leases
Under U.S. GAAP, for operating leases, the amortization of right-of-use assets and the interest expense element of lease liabilities are recorded together as lease expenses, which are measured on a straight-line basis and are recorded in the consolidated statements of income/(loss).
Under IFRS, the right-of-use assets are generally depreciated on a straight-line basis while the interest expense related to the lease liabilities are measured under the effective interest method, which results in higher expenses at the beginning of the lease term and lower expenses near the end of the lease term.
(iii) Equity securities without readily determinable fair values
Under U.S. GAAP, the Company elected to measure an equity security without a readily determinable fair value using a measurement alternative that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes.
Under IFRS, the Company measured the investments in equity instruments at fair value through profit or loss (FVTPL). Fair value changes of these investments were recognized in the profit or loss.
(iv) Available-for-sale debt investments
Under U.S. GAAP, the available-for-sale debt investments classified within Level 3 are valued based on a model utilizing unobservable inputs which require significant management judgment and estimation. The Company reports available-for-sale debt investments at fair value at each balance sheet date with the aggregate unrealized gains and losses, net of tax, reflected in “Accumulated other comprehensive loss” in the consolidated balance sheets.
Under IFRS, since those investments could not meet the definition of the equity instrument from the perspective of issuer, and the contractual cashflow could not pass the Solely Payments of Principal and Interest (the “SPPI”) test, thus they should be classified as financial assets measured at fair value through profit or loss.
Additionally, when an investor has other financial interests, like preferred stock, in an associate or a joint venture, that in substance form part of the net investment in the associate or the joint venture, after that the investor’s share of equity method losses reduces the basis of its common stock investment to zero, the investor should continue to recognize equity method losses to the extent of, and as an adjustment to, the basis of preferred stock.
At all times, the preferred stock would require a write-up (or write-down) to fair value through income or through other comprehensive income, net of tax if any, under U.S. GAAP, which is not applicable under IFRS.
(v) Equity method investments
Under U.S. GAAP and IFRS, the investor should adjust the results of its associate or joint venture to align the investee’s accounting policies with its own policies. The reconciliation items mainly arise from different accounting the associate or joint venture applied under each GAAP.
(vi) Issuance Cost
Under U.S. GAAP, specific incremental issuance costs directly attributable to a proposed or actual offering of securities may be deferred and charged against the gross proceeds of the offering, shown in equity as a deduction from the proceeds.
Under IFRS, such issuance costs apply a different criterion for capitalization when the listing involves both existing shares and a concurrent issuance of our new shares in the capital market, and were allocated to proportionately between our existing and new shares. Costs incurred to list existing shares are not equity transaction costs, which are charged to the income statement.
(vii) Software
Under U.S. GAAP, software is not presented as intangible and so the Company records software in property, equipment and software.
Under IFRS, software is reported under the intangible asset category.
Accordingly, software is reclassified from property, equipment and software to intangible assets.