Business Context and Reporting Period
This Form 6-K filing by Trip.com Group Limited is dated March 28, 2023. The submission is a supplemental report pursuant to Item 16I(a) of Form 20-F, addressing requirements under the Holding Foreign Companies Accountable Act (HFCAA). The filing aims to demonstrate that the Company is not owned or controlled by a governmental entity in China.
Key Financial Metrics
The filing text does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. This document focuses exclusively on corporate governance and ownership structure.
Material Changes and Ownership Structure
The filing details the Company's ownership structure as of January 31, 2023, to refute potential government control:
- Baidu, Inc.: Held 10.7% of outstanding shares. Baidu is a public company incorporated in the Cayman Islands and is not a Chinese governmental entity.
- Directors and Senior Management: Beneficially owned an aggregate of 7.6% of outstanding shares.
- Public Investors: Excluding Baidu and management, more than two-thirds of the remaining outstanding shares are held by public investors in the open market.
- Other Shareholders: No shareholder other than Baidu, Inc. owned more than 5% of outstanding shares.
Guidance, Risks, and Contingencies
HFCAA Status: The Company was previously identified by the SEC as a Commission-Identified Issuer under the HFCAA on May 26, 2022, due to its audit report being issued by PricewaterhouseCoopers Zhong Tian LLP, a firm headquartered in mainland China. The PCAOB had previously been unable to inspect firms in that jurisdiction until December 2022.
Management Commentary: The Company asserts that it is not aware of any governmental entity in China that controls the Company. The filing references the Company's annual report on Form 20-F for the year ended December 31, 2022, for further details on share ownership.
Investor Verification Checklist
- Verify the Company's current status regarding the HFCAA and whether it remains a Commission-Identified Issuer.
- Confirm the latest share ownership percentages, specifically Baidu, Inc.'s stake and any changes in public float.
- Review the full Form 20-F filed on March 27, 2023, for comprehensive financial results and risk factors not included in this 6-K.
- Monitor PCAOB inspection status updates regarding PricewaterhouseCoopers Zhong Tian LLP.