2023-06-29 16:00Share Capital and Shares - The authorized share capital of Trip.com Group Limited is US$1,750,000, divided into 1,400,000,000 ordinary shares with a nominal value of US$0.00125 each[9]. - The Company has the power to redeem or purchase any of its shares and to increase or reduce its capital as per the provisions of the Companies Act[5]. - The Company may allot, issue, or grant options over shares with or without preferred rights, at the discretion of the Directors[10]. - The Company may issue redeemable shares subject to the provisions of the Law and the Memorandum, with terms determined by Special Resolution[14]. - The Company has a first and paramount lien on all shares registered in the name of a Member for all debts owed to the Company by that Member[20]. - If a Member fails to pay any call or installment, the Directors may forfeit the shares after providing notice and a specified period for payment[26]. - The Company may increase its share capital by an amount prescribed by Ordinary Resolution, with rights and privileges determined in a general meeting[32]. - The Company shall not be bound to register more than four persons as joint holders of any share[12]. - The Company may replace defaced, lost, or destroyed share certificates upon payment of a reasonable fee as determined by the Board[12]. - A forfeited share may be sold or disposed of at the Directors' discretion, and the forfeiture includes all unpaid dividends[26]. - The Company shall not recognize any equitable or contingent interest in shares other than the absolute right of the registered holder[19]. Meetings and Voting - The Company will hold its annual general meeting within six months after the end of the financial year, specifically on the second Wednesday in December at 10 AM[35]. - A general meeting requires a quorum of at least two Members Present, or one-third of the issued and outstanding voting Shares if the Company has only one member of record[41]. - The notice for an annual general meeting must be given at least 21 days in advance, while an extraordinary general meeting requires a minimum of 14 days' notice[38]. - Members holding at least 10% of the capital can requisition an extraordinary general meeting, which must be convened within 21 days of the requisition[37]. - Proxies must be submitted at least 48 hours before the meeting, and the instrument appointing a proxy can be in any common form[72]. - Votes at a general meeting are determined by a show of hands unless a poll is demanded, with each Member Present having one vote per Share[66]. - The Company may utilize Communication Facilities for general meetings, allowing virtual participation[54]. - If a quorum is not present within half an hour, the meeting will be adjourned to the same day in the following week[56]. - The chairman of the meeting has the authority to adjourn the meeting with the consent of the Members Present[59]. - A resolution passed by all Members in writing is as valid as if it were passed at a general meeting[55]. Board of Directors - The Board of Directors consists of a maximum of nine members, including three Founder Directors appointed by the company's founders[53]. - Each Director holds office until the expiration of their term and until their successor is elected[82]. - Directors may receive remuneration determined by the Board, which accrues daily, along with reimbursement for travel and other expenses[84]. - The Directors have the authority to borrow money and mortgage the company's assets, including issuing debentures and other securities[100]. - The Directors may establish committees and delegate powers to manage the company's affairs as they see fit[62]. - A Director may contract with the company without disqualification, provided they declare any material interest in such contracts[102]. - The company must maintain a register of Directors and officers, including their names, addresses, and occupations[89]. - An alternate Director can be appointed to act in place of a Director who is unable to attend meetings[90]. - The Directors are responsible for managing the company's business and may pay all expenses incurred in promoting and setting up the company[95]. - The Directors may appoint one or more Managing Directors with remuneration determined by the Board, but their appointment ceases if they are no longer Directors[67]. - A quorum for Directors' meetings requires at least five members or a majority of the Board, including the Chairman[111]. Financial Management and Reporting - The Company may declare dividends from profits, and no dividend shall be payable except from realised or unrealised profits or the Share Premium Account[125]. - The Directors may capitalise any sum from reserve accounts or profit and loss accounts for distribution among Members as fully paid-up shares[132]. - Proper books of account must be maintained to provide a true and fair view of the Company's affairs, including all sums received and expended[133]. - The Directors are responsible for preparing profit and loss accounts and balance sheets to be presented at general meetings[135]. - The Company may appoint an Auditor who has the right to access all books and accounts at any time[138]. - Auditors are required to report on the accounts at the next annual general meeting following their appointment[139]. - The financial year of the Company ends on December 31st and begins on January 1st each year[93]. Legal and Regulatory Compliance - The Company may be wound up voluntarily by a Special Resolution[91]. - Every Director or officer of the Company is indemnified against liabilities incurred in carrying out their functions, except for those arising from willful neglect or default[92]. - The Company has the power to change its name or amend its Articles by Special Resolution, subject to legal requirements[94]. - Notices to Members can be sent via various methods including post, cable, telex, fax, or e-mail, with specific rules on deemed receipt[140]. - The Company may disclose information to its Members, including details in the Register of Members[90]. - The exclusive forum for resolving complaints related to federal securities laws is the United States District Court for the Southern District of New York[96]. - The Company may register by way of continuation under the laws of any jurisdiction outside the Cayman Islands, subject to legal provisions[95]. - No Member is entitled to discover details of the Company's trading that may be considered trade secrets[144]. - The liquidator may divide the Company's assets among Members in kind upon winding up, with the approval of a Special Resolution[147].