携程2004年度报告

20-F 1 d20f.htm FORM 20-F Table of ContentsUNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 333-110455 CTRIP.COM INTERNATIONAL, LTD. (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Cayman Islands (Jurisdiction of incorporation or organization) 3F, Building 63-64 No. 421 Hong Cao Road Shanghai 200233, People’s Republic of China (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act. [NONE] Securities registered or to be registered pursuant to Section 12(g) of the Act. Name of each exchange and Title of each class on which registered: American Depositary Shares, each representing 2 ordinary shares, par value US$0.01 per share, Nasdaq National Market (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. [NONE] (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 31,565,040 ordinary shares, par value US$0.01 per share. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  No Indicate by check mark which financial statement item the registrant has elected to follow:  Item 17  Item 18 Table of ContentsTABLE OF CONTENTS INTRODUCTION PART I Item 1. Identity of Directors, Senior Management and Advisers 2Item 2. Offer Statistics and Expected Timetable 2Item 3. Key Information 2 Selected Financial Data 2 Risk Factors 5Item 4. Information on the Company 23Item 5. Operating and Financial Review and Prospects 34Item 6. Directors, Senior Management and Employees 49Item 7. Major Shareholder and Related Party Transactions 57Item 8. Financial Information 61Item 9. The Offer and Listing 63Item 10. Additional Information 64Item 11. Quantitative and Qualitative Disclosures About Market Risk 71Item 12. Description of Securities Other than Equity Securities 71PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 71Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 72Item 15. Controls and Procedures 72Item 16A. Audit Committee Financial Expert 72Item 16B. Code of Ethics 72Item 16C. Principal Accountant Fees and Services 73Item 16D. Exemptions from the Listing Standards for Audit Committees 73Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 73PART III Item 17. Financial Statements 73Item 18. Financial Statements 73Item 19. Exhibits 74Table of ContentsINTRODUCTION In this annual report, unless otherwise indicated, (1) the terms “we,” “us,” “our company,” “our” and “Ctrip” refer to Ctrip.com International, Ltd., its predecessor entities and subsidiaries, and, in the context of describing our operations, also include our affiliated Chinese entities, (2) ”shares” and “ordinary shares” refer to our ordinary shares, “preferred shares” refers to our convertible preferred shares, all of which were converted into our ordinary shares upon the completion of our initial public offering on December 12, 2003, “ADSs” refers to our American depositary shares, each of which represents two ordinary shares, and “ADRs” refers to the American depositary receipts which evidence our ADSs, (3) ”China” and “PRC” refer to the People’s Republic of China, excluding Taiwan, Hong Kong and Macau, and (4) all references to “RMB” are to the legal currency of China and all references to “U.S. dollars,” “US$,” “dollars” and “$” are to the legal currency of the United States. Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding. This annual report on Form 20-F includes our audited consolidated financial statements for the years ended December 31, 2002, 2003 and 2004, and as of December 31, 2003 and 2004. We and certain selling shareholders of our company completed the initial public offering of 4,700,000 ADSs, each representing two of our ordinary shares, par value US$0.01 per share, on December 12, 2003. On