Explanatory Note
This Amendment No. 6 to Schedule 13D is filed by the undersigned to amend the statement on Schedule 13D, filed on November 4, 2015 (the
“Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D, filed on December 14, 2015, Amendment No. 2 to the Original Schedule 13D, filed on January 20, 2016, Amendment No. 3 to the
Original Schedule 13D, filed on September 14, 2016, Amendment No. 4 to the Original Schedule 13D, filed on October 2, 2019, and Amendment No. 5 to the Original Schedule 13D, filed on September 14, 2023 (collectively, the
“Original Filing”).
Except as provided herein, this statement does not modify any of the information previously reported on the Original
Filing.
Item 1. Security and Issuer.
Item 1
is amended in its entirety as follows:
This statement on Schedule 13D relates to ordinary shares, par value US$0.00125 per share (the “Ordinary
Shares”), and American Depositary Shares (the “ADSs”), each representing one Ordinary Share, in each case, of Trip.com Group Limited, a Cayman Islands exempted company (the “Issuer”). The address of the principal executive
offices of the Issuer is 30 Raffles Place, #29-01, Singapore 048622.
The Issuer’s ADSs are listed on the
Nasdaq Global Select Market under the ticker symbol “TCOM” and the Issuer’s Ordinary Shares are listed on The Stock Exchange of Hong Kong Limited under the stock code “9961.”
Item 2. Identity and Background.
Item 2 is amended
by replacing the Schedule A and Schedule B to the Original Filing with the Schedule A and Schedule B hereto.
During the last five years, none of the Reporting Persons and, to the best of their knowledge, any of the persons listed
on Schedule A and Schedule B hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
Items 5(a) is hereby amended and restated in its entirety as follows:
| (a) |
As of September 27, 2024, (i) Baidu Holdings Limited beneficially owns 45,953,524 Ordinary Shares, or
7.11% of the issued and outstanding Ordinary Shares, and (ii) Baidu, Inc., being the sole shareholder of Baidu Holdings Limited, may, pursuant to Rule 13d-3 of the Act, be deemed to beneficially own
45,953,524 Ordinary Shares, all of which are directly held by Baidu Holdings Limited, or 7.11% of the issued and outstanding Ordinary Shares. |