Trip.com Group Ltd — Regulatory Filings 2003

Nov 13, 2003

F-6 1 ctripf6.htm FORM F-6 html PUBLIC "-//IETF//DTD HTML//EN" As filed with the Securities and Exchange Commission on November 13, 2003

As filed with the Securities and Exchange Commission on November 13, 2003

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM F-6 REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts

of

CTRIP.COM INTERNATIONAL, LTD. ( Exact name of issuer of deposited securities as specified in its charter) N/A ( Translation of issuer's name into English)

CAYMAN ISLANDS (Jurisdiction of incorporation or organization of issuer)

THE BANK OF NEW YORK (Exact name of depositary as specified in its charter) One Wall Street New York, N.Y. 10286 (212) 495-1727 (Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

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Timothy F. Keaney The Bank of New York 101 Barclay Street, 22nd Floor

New York, New York, 10286

(212) 815-2129

( Address, including zip code, and telephone number, including area code, of agent for service)

Copies to: Peter B. Tisne, Esq. Emmet, Marvin & Martin, LLP 120 Broadway New York, New York 10271 (212) 238-3010

For Further Information Contact:

Timothy F. Keaney The Bank of New York ADR Department 101 Barclay Street, 22nd Floor

New York, New York, 10286

(212) 815-2129

It is proposed that this filing become effective under Rule 466 [ ] immediately upon filing [ ] on ( Date ) at ( Time ). If a separate registration statement has been filed to register the deposited shares, check the following box. [X]

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered	Proposed maximum aggregate price per unit (1)	Proposed maximum aggregate offering price (1)	Amount of registration fee
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing ordinary shares, par value U.S.$0.01 per share, of Ctrip.com International, Ltd.	25,000,000 American Depositary Shares	$5.00	$1,250,000	$101.13

1

For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.

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The prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.

PART I

INFORMATION REQUIRED IN PROSPECTUS

Item - 1.

Description of Securities to be Registered

Cross Reference Sheet

Item Number and Caption	Location in Form of Receipt Filed Herewith as Prospectus
1. Name and address of depositary	Introductory Article
2. Title of American Depositary Receipts and identity of deposited securities	Face of Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities represented by one unit of American Depositary Receipts	Face of Receipt, upper right corner
(ii) The procedure for voting, if any, the deposited securities	Articles number 15, 16 and 18
(iii) The collection and distribution of dividends	Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy soliciting material	Articles number 11, 15, 16 and 18
(v) The sale or exercise of rights	Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Articles number 12, 13, 15, 17 and 18
(vii) Amendment, extension or termination of the deposit agreement	Articles number 20 and 21
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts	Article number 11
(ix) Restrictions upon the right to deposit or withdraw the underlying securities	Articles number 2, 3, 4, 5, 6, 8 and 23
(x) Limitation upon the liability of the depositary	Articles number 14, 18, 19 and 21
3. Fees and Charges	Articles number 7 and 8

Item - 2.

Available Information

Public reports furnished by issuer Article number 11

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a.

Form of Deposit Agreement (including the form of American Depositary Receipt), dated as of ____________, 2003, among Ctrip.com International, Ltd., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.

b.

Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.

c.

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.

d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered. - Filed herewith as Exhibit 4.

e.

Certification under Rule 466. – Not Applicable.

Item - 4.

Undertakings

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, The Bank of New York, on behalf of the legal entity created by the Deposit Agreement, dated as of ______, 2003, among Ctrip.com International, Ltd., The Bank of New York, as Depositary, and each Owner and Beneficial Owner of an American Depositary Receipt issued thereunder certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on November 13, 2003.

By:THE BANK OF NEW YORK,

as Depositary

By:

/s/ Vincent J. Cahill, Jr.

Name: Vincent J. Cahill Jr.

Title: Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, Ctrip.com International, Ltd. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-6 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong S.A.R., China, on November 13, 2003.

CTRIP.COM INTERNATIONAL, LTD.

By: /s/ Neil Nanpeng Shen Name: Neil Nanpeng Shen

Title: President and Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Neil Nanpeng Shen as attorney-in-fact with full power of substitution, for him or her in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable Ctrip.com International, Ltd. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of American Depositary Shares or the ADSs, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-6 to be filed with the Securities and Exchange Commission with respect to such ADSs, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462 under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ James Jianzhang Liang James Jianzhang Liang	Chairman/Chief Executive Officer	November 13, 2003
/s/ Neil Nanpeng Shen Neil Nanpeng Shen	President/Chief Financial Officer/Director	November 13, 2003
/s/ Xiaofan Wang Xiaofan Wang	Controller	November 13, 2003
/s/ JP Gan JP Gan	Director	November 13, 2003
/s/ Junichi Goto Junichi Goto	Director	November 13, 2003
/s/ Yufei Hu Yufei Hu	Director	November 13, 2003
/s/ Qi Ji Qi Ji	Director	November 13, 2003
/s/ Gabriel Li Gabriel Li	Director	November 13, 2003
/s/ Robert Stein Robert Stein	Director	November 13, 2003
/s/ Suyang Zhang Suyang Zhang	Director	November 13, 2003
/s/ Donald J. Puglisi Name: Donald J. Puglisi Title: Managing Director, Puglisi & Associates	Authorized Representative in the United States	November 13, 2003

INDEX TO EXHIBITS

Exhibit Letter	Exhibit
1	Form of Deposit Agreement (including the form of American Depositary Receipt), dated as of ____________, 2003, among Ctrip.com International, Ltd., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder
4	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to the legality of the securities to be registered.