Trip.com Group launches Hong Kong Public Offering

Trip.com Group Limited (Nasdaq: TCOM) ("Trip.com Group" or the "Company"), a leading one-stop travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management, today announced the launch of its Hong Kong public offering (the "Hong Kong Public Offering"), which forms part of the global offering (the "Offering") of 31,635,600 ordinary shares of the Company (the "Offer Shares" or "Shares") and listing of its Shares on the Main Board of The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") under the stock code "9961."

The Company's American depositary shares (the "ADSs"), each representing one ordinary share of the Company, will continue to be listed and traded on the Nasdaq Global Select Market ("Nasdaq"). Investors in the Offering will only be able to purchase Shares and will not be able to take delivery of ADSs. Upon listing of the ordinary shares on the Hong Kong Stock Exchange, the ordinary shares listed on the Hong Kong Stock Exchange will be fully fungible with the ADSs listed on Nasdaq.

The Offering initially comprises 2,214,500 Offer Shares under the Hong Kong Public Offering and 29,421,100 Offer Shares for the international offering (the "International Offering"), representing approximately 7% and 93% of the total number of Offer Shares initially available under the Global Offering, respectively, subject to reallocation and over-allotment. Subject to the level of oversubscription in the Hong Kong Public Offering and pursuant to the claw back mechanism, as described in the prospectus issued by the Company in Hong Kong dated April 8, 2021, the total number of Offer Shares available under the Hong Kong Public Offering could be adjusted to up to a maximum of 8,858,000 Offer Shares, representing approximately 28% of the Offer Shares initially available under the Offering. In addition, the Company expects to grant the international underwriters an over-allotment option to require the Company to issue up to an additional 4,745,300 ordinary Shares in the International Offering, representing approximately 15% of the total number of Offer Shares initially available under the Offering.

The offer price for the Hong Kong Public Offering (the "Hong Kong Offer Price") will be no more than HK$333.00 per Offer Share (the "Maximum HK Offer Price"), or US$42.95, per ordinary share (equivalent to US$42.95 per ADS). The offer price for the International Offering tranche of the Offering (the "International Offer Price") may be set higher than, or the same as, the Maximum HK Offer Price. The Company will set the International Offer Price on or about April 13, 2021, Hong Kong time, by taking into consideration, among other factors, the closing price of the ADSs on the Nasdaq on the last trading day on or before April 13, 2021 and investor demand during the marketing process. The final Hong Kong Offer Price will be set at the lower of the final International Offer Price and the Maximum HK Offer Price of HK$333.00 per Share. The Shares will be traded in board lots of 50 Shares.

The Company plans to use the net proceeds from the Offering to fund the expansion of its one-stop travel offerings and improve user experience, invest in technology to bolster its leading market position in products and services and improve its operating efficiency, and for general corporate purposes and working capital needs.