TRIP.COM(09961)2024-04-29 22:17Corporate Structure and Governance - Trip.com Group's A类普通股每股面值为0.00125美元，截至2023年12月31日，已发行644,089,050股[4] - The company is registered as a large accelerated filer under the Securities Exchange Act of 1934[4] - The company's principal executive offices are located at 30 Raffles Place, 29-01, Singapore 048622[3] - Trip.com Group's American Depositary Shares (ADS) are listed on the NASDAQ Global Select Market under the ticker symbol "TCOM"[3] - The company has submitted all required reports under the Securities Exchange Act of 1934 for the past 12 months[4] - Trip.com Group has filed the auditor's attestation report on the effectiveness of internal control over financial reporting as required by Section 404(b) of the Sarbanes-Oxley Act[4] - The company is not a shell company as defined in the Securities Exchange Act of 1934[4] - The company's annual report is filed in both Chinese and English, with the English version prevailing in case of discrepancies[3] - The company's reporting currency is RMB, with financial data converted to USD at an exchange rate of RMB 7.0999 to USD 1.00 as of December 29, 2023[8] - The company underwent a 1:8 stock split on March 18, 2021, adjusting the ratio of American Depositary Shares (ADS) to ordinary shares from 8:1 to 1:1[8] - The company consolidates financial results of Variable Interest Entities (VIEs) under US GAAP, including entities like Ctrip Business, Shanghai Huacheng, Chengdu Ctrip, and Qunar Beijing[7] - The company primarily presents operational data for the Ctrip and Trip.com brands, excluding leased properties and employee headcount, which represent overall company data[8] - The exchange rate as of April 19, 2024, was RMB 7.2403 to USD 1.00, but this rate is not used for financial data conversion in the annual report[8] - The company's net income from variable interest entities accounted for 30%, 22%, and 23% of total net income for the years ended December 31, 2021, 2022, and 2023, respectively[13] - The company's business is primarily conducted in China through subsidiaries and variable interest entities, with contractual arrangements in place to manage operations[13] - The company has established a series of contractual arrangements with its Chinese subsidiaries, variable interest entities (VIEs), and their shareholders, granting effective control over these entities for accounting purposes under US GAAP[14] - The contractual arrangements provide the company with a controlling financial interest in the VIEs, allowing management of activities that significantly impact economic performance and rights to economic benefits[14] - The company's investors do not hold equity ownership in the VIEs, and the contractual arrangements do not equate to equity ownership of the VIE businesses[14] - The enforceability of the contractual arrangements with VIEs has not been tested in Chinese courts, posing potential risks[15] - The VIE structure exposes the company's Cayman Islands holding company investors to unique risks, including potential high costs and legal uncertainties[15] - Chinese regulatory authorities may prohibit the VIE structure, which could significantly impact the company's operations and cause a substantial decline in security value[16] - The company faces uncertainty regarding future Chinese laws and regulations that may affect the VIE structure and contractual arrangements[16] - The company's operations in China are subject to complex and evolving legal and regulatory environments, including cybersecurity and data privacy regulations[16] - Compliance with Chinese regulatory requirements, including those from the China Securities Regulatory Commission and Cyberspace Administration of China, remains uncertain[16] - Future regulatory developments may require additional approvals or actions for Chinese companies listed on foreign stock exchanges, creating potential uncertainties[16] - The company faces risks related to new regulatory measures in Hong Kong or Macau, which could impact its ability to operate, accept foreign investment, or maintain its listing status on the Hong Kong Stock Exchange[17] - The company was listed under the HFCAA by the SEC in May 2022 due to PCAOB's inability to inspect its auditor, but this designation was removed in December 2022[18] - The company expects not to be designated as a HFCAA issuer after submitting its 2022 annual report, but future designations remain uncertain[19] - The company's operations in China require various permits, and failure to obtain or maintain these permits could result in penalties, suspension of operations, or revocation of licenses[20] - The company's subsidiaries in Hong Kong have obtained necessary permits for travel agency and insurance agency businesses, while its Macau subsidiary has largely ceased operations[20] - The company's cash flow and asset transfer within the organization are subject to conditions and restrictions under applicable laws and regulations, with limitations on dividends and other payments from Chinese subsidiaries and variable interest entities totaling RMB 7.6 billion as of December 31, 2023[24] - The company's Chinese subsidiaries and variable interest entities are required to set aside certain statutory reserve funds or discretionary funds, which cannot be distributed as cash dividends unless the company is liquidated[24] - The company's ability to pay dividends and repay debts depends on dividends from Chinese subsidiaries and service fees from variable interest entities, with restrictions on transferring net assets[24] - The company is considered an "existing issuer" under the new overseas securities issuance and listing regulations and does not need to complete filing procedures for historical securities issuances, but future issuances will require filing within three business days[21] - The company has completed all required foreign debt issuance registrations with the National Development and Reform Commission as of the annual report date[22] - The company, its subsidiaries, and variable interest entities have not been identified as critical information infrastructure operators or subjected to cybersecurity reviews by the Cyberspace Administration of China as of the annual report date[22] - The company's operations and securities issuance to foreign investors are subject to potential regulatory uncertainties and interpretations by Chinese government agencies, which could lead to sanctions or other regulatory measures[23] - The company's Chinese subsidiaries and variable interest entities are restricted in paying dividends or transferring net assets, with limitations based on registered capital and statutory reserves[24] - The company's ability to transfer cash and assets within the organization is constrained by Chinese laws, requiring government registration and approval for funding transfers to subsidiaries and variable interest entities[24] - The company's historical securities issuances to foreign investors do not require approval or filing with the China Securities Regulatory Commission, but future issuances may require filing under the new regulations[22] - Trip.com Group's Chinese subsidiaries transferred a total of RMB 7.2 billion in dividends to its Hong Kong holding company, Ctrip Travel Network (Hong Kong) Limited, subject to a 5% withholding tax[27] - In 2023, Trip.com Group provided net cash inflows of RMB 1.8 billion in loan funds to its subsidiaries, compared to net cash outflows of RMB 7.58 billion in 2022[26] - The company's variable interest entities (VIEs) had net cash outflows of RMB 1.2 billion in loan funds to subsidiaries in 2023, compared to net cash inflows of RMB 4 billion in 2022[26] - Trip.com Group did not declare or pay any cash dividends for the years ended December 31, 2021, 2022, and 2023, and has no plans to pay cash dividends for its ordinary shares[27] - The company's subsidiaries received net cash inflows of RMB 800 million in loan funds from VIEs in 2023, compared to net cash outflows of RMB 7.8 billion in 2022[26] - Trip.com Group's Chinese subsidiaries and VIEs face restrictions on transferring cash to entities outside China due to government regulations on currency exchange and cross-border payments[25] - The company has a centralized fund management policy to improve efficiency and ensure the security of fund transfers between Trip.com Group, its subsidiaries, and VIEs[25] - In 2022, Trip.com Group invested RMB 580 million in its subsidiaries, while no investments were made in 2021 and 2023[26] Financial Performance - Net revenue for 2023 reached RMB 44,510 million (USD 6,269 million), a significant increase from RMB 20,039 million in 2022[29] - Gross profit for 2023 was RMB 36,389 million (USD 5,125 million), up from RMB 15,526 million in 2022[29] - Operating profit for 2023 was RMB 11,324 million (USD 1,595 million), compared to RMB 88 million in 2022[29] - Net profit attributable to Trip.com Group Limited for 2023 was RMB 9,918 million (USD 1,397 million), a substantial improvement from RMB 1,403 million in 2022[29] - Cash and cash equivalents increased to RMB 41,592 million (USD 5,858 million) in 2023 from RMB 17,000 million in 2022[30] - Total assets grew to RMB 219,137 million (USD 30,865 million) in 2023, up from RMB 191,691 million in 2022[30] - Total liabilities increased to RMB 96,131 million (USD 13,540 million) in 2023 from RMB 78,672 million in 2022[30] - Shareholders' equity attributable to Trip.com Group Limited rose to RMB 122,184 million (USD 17,209 million) in 2023 from RMB 112,283 million in 2022[30] - Basic earnings per share for 2023 were RMB 15.19 (USD 2.14), compared to RMB 2.17 in 2022[29] - Diluted earnings per share for 2023 were RMB 14.78 (USD 2.08), up from RMB 2.14 in 2022[29] - Trip.com Group's net revenue from third parties in 2023 was RMB 44.51 billion, a significant increase from RMB 20.039 billion in 2022[35][36] - The company's net profit attributable to Trip.com Group Limited in 2023 was RMB 9.918 billion, compared to RMB 1.403 billion in 2022[35][36] - Operating profit from subsidiaries and variable interest entities in 2023 was RMB 11.324 billion, a substantial improvement from RMB 88 million in 2022[35][36] - Total operating costs and expenses from third parties in 2023 were RMB 33.186 billion, up from RMB 19.951 billion in 2022[35][36] - The company's net interest income and other income in 2023 was RMB 10.68 billion, compared to RMB 2.635 billion in 2022[35][36] - Service fees charged by the primary beneficiaries of variable interest entities to the entities and their subsidiaries were RMB 4.3 billion in 2023, up from RMB 1.7 billion in both 2021 and 2022[37] - Total assets increased to 219,137 million RMB in 2023, up from 191,691 million RMB in 2022, reflecting growth in cash and cash equivalents, short-term investments, and receivables[40][44] - Cash and cash equivalents rose significantly to 41,592 million RMB in 2023, compared to 17,000 million RMB in 2022, indicating improved liquidity[40][44] - Short-term investments decreased to 17,748 million RMB in 2023 from 25,545 million RMB in 2022, suggesting a shift in investment strategy[40][44] - Total liabilities increased to 96,131 million RMB in 2023, up from 88,038 million RMB in 2022, driven by higher short-term debt and payables[41][44] - Shareholders' equity grew to 123,006 million RMB in 2023, compared to 104,833 million RMB in 2022, reflecting retained earnings and capital growth[41][44] - Goodwill remained stable at 59,372 million RMB in 2023, consistent with 59,337 million RMB in 2022, indicating no significant changes in acquisitions[40][44] - Intangible assets decreased slightly to 12,564 million RMB in 2023 from 12,742 million RMB in 2022, likely due to amortization[40][44] - Long-term debt increased to 19,099 million RMB in 2023, up from 19,070 million RMB in 2022, showing a slight rise in borrowing[41][44] - Deferred tax assets grew to 2,576 million RMB in 2023 from 1,324 million RMB in 2022, reflecting higher tax planning benefits[40][44] - Total equity and liabilities reached 219,137 million RMB in 2023, up from 191,691 million RMB in 2022, indicating overall financial growth[40][44] - Total liabilities for Trip.com Group amounted to RMB 78.672 billion, with short-term and current portion of long-term debt at RMB 32.674 billion[45] - Total equity for Trip.com Group was RMB 113.019 billion, with the parent company contributing RMB 111.090 billion[45] - Net cash provided by operating activities for Trip.com Group in 2023 was RMB 22.004 billion, a significant increase from RMB 2.641 billion in 2022[48][49] - Net cash used in financing activities for Trip.com Group in 2023 was RMB 2.547 billion, compared to RMB 6.717 billion in 2022[48][49] - Cash flow from other investment activities for Trip.com Group in 2023 was RMB 5.919 billion, up from RMB 1.136 billion in 2022[48][49] - Service fees paid by variable interest entities to their primary beneficiaries increased to RMB 4.3 billion in 2023, up from RMB 1.7 billion in 2021 and 2022[50] - Repurchase of ordinary shares by Trip.com Group in 2023 amounted to RMB 1.617 billion[48] - Dividends paid to ordinary shareholders by Trip.com Group in 2023 totaled RMB 400 million[48] - Net cash used in investing activities for Trip.com Group in 2021 was RMB 4.148 billion, compared to net cash provided of RMB 1.136 billion in 2023[49][50] - Total assets and liabilities for Trip.com Group in 2023 were RMB 191.691 billion, with total equity of RMB 113.019 billion[45] Risks and Challenges - The company faces risks such as economic slowdown in China, global recession, public health crises, and disruptions in the tourism industry, which could adversely affect its business and financial performance[9] - The company's quarterly performance may fluctuate due to seasonal factors in the tourism industry[9] - The company's growth strategy includes investments in complementary businesses and assets, which involve significant risks and uncertainties[9] - The company's ability to maintain profitability and control costs is a key focus for future performance[9] - The company's brand awareness is crucial for retaining existing users and business partners, as well as acquiring new ones[9] - The company's infrastructure and technology are critical to its operations, and any damage, failure, or obsolescence could harm its business[9] - The company's senior management plays a vital role in its operations, and the loss of their services could severely disrupt the business[9] - The company's variable interest entity structure and contractual arrangements in China are subject to legal risks, which could result in penalties and adversely affect its business[9] - The company faces significant risks related to pandemics, epidemics, or fears of infectious disease spread, which could disrupt the travel industry and its operations, potentially causing material adverse effects on its business, financial condition, and operating results[52] - The company's business is highly sensitive to global economic conditions, and a severe or prolonged recession in the global or Chinese economy could have a material adverse impact on its growth and profitability[52] - A general downturn or instability in the travel industry could significantly negatively affect the company's business and operating performance[52] - The company's inability to maintain relationships with ecosystem partners and strategic alliances, or to establish new arrangements on favorable terms, could materially adversely impact its business, market share, and operating results[53] - Strategic acquisitions of complementary businesses and assets pose significant challenges, including dilution of equity securities and impacts on financial performance, potentially leading to material adverse effects on the company's business, reputation, operating results, and financial condition[53] - The company has incurred substantial debt and may incur additional debt in the future, with potential risks of insufficient cash flow to meet debt obligations[53] - Significant goodwill and indefinite-lived intangible assets from strategic acquisitions and investments could lead to substantial impairment charges if the recoverability of these assets declines significantly[54] - The company faces risks from new and existing competitors, with potential loss of market share and material adverse impacts on its business if it fails to compete successfully[54] - Chinese laws and regulations restrict foreign investment in travel agencies and value-added telecommunications services, creating uncertainties in application and enforcement that could affect the company's operations[55] - Potential breaches of contractual arrangements by the company's variable interest entities (VIEs) could disrupt its business, harm its reputation, and lead to costly and time-consuming litigation[55] - The company's operations in China are subject to significant supervision and discretion by the Chinese government, which may lead to adverse changes in operations and the value of its American Depositary Shares (ADS) and ordinary shares[56] - PCAOB's inability to inspect auditors based in mainland China, including the company's independent auditor, may result in the delisting of its ADS from U.S. exchanges under the Holding Foreign Companies Accountable Act (HFCAA)[57] - Future overseas issuances by the company may require approval or filing with the China Securities Regulatory Commission (CSRC) or other Chinese government agencies, creating uncertainty over the ability to obtain such approvals[57] - Restrictions on currency conversion by the Chinese government may limit the company's ability to use funds from its Chinese subsidiaries or variable interest entities (VIEs) for operations outside China[58] - The evolving and uncertain nature of China's legal system may adversely affect the company's operations due to rapid changes in laws and regulations without prior notice[58] - The trading price of the company's listed securities has been and may continue to be volatile, potentially causing significant losses for investors[59] - The company's practices differ from those of many other companies listed on the Hong Kong Stock Exchange, which may pose risks[59] - Large-scale sales or potential sales of the company's ordinary shares, ADS, or other equity securities in the public market may lead to a decline in the price of its listed securities[59] - The company's revenue was significantly impacted by the COVID-19 pandemic in 2020, 2021, and 2022, with a substantial increase in costs and expenses due to user cancellations and