A. History and Development of the Company We commenced our business in June 1999. In March 2000, we established an exempted company with limited liability under the Companies Act in the Cayman Islands, Ctrip.com International, Ltd., as our new holding company. We started to consolidate Qunar in December 2015 and Skyscanner in December 2016. In October 2019, we changed our company name to “Trip.com Group Limited.” Since our inception, we have conducted the majority of our operations in China. We have also expanded our operations overseas since 2009. On March 18, 2021, we effected a change to our authorized share capital by a one-to-eight subdivision of shares. Concurrently, we effected a proportionate change in our ADS to ordinary share ratio from eight ADSs representing one ordinary share to one ADS representing one ordinary share. Such changes have been reflected retrospectively throughout this document. In April 2021, our ordinary shares commenced trading on the Main Board of the Hong Kong Stock Exchange under the stock code “9961.” Our principal executive offices are located at 30 Raffles Place, #29-01, Singapore 048622, and our telephone number is +65 3138-9736. Our principal website address is group.trip.com. The information on our websites should not be deemed to be part of this annual report. All information we file with the SEC can be obtained over the internet at the SEC’s website at www.sec.gov. 54 Table of Contents B. Business Overview We are a leading global one-stop travel service provider, integrating a comprehensive suite of travel products and services and differentiated travel content. Leveraging our one-stop-shop model, high-quality service, and advanced technology, we are consistently expanding our global reach. We are the go-to destination for travelers in Asia, and increasingly for travelers around the world, to explore travel, get inspired, make informed and cost-effective travel bookings, enjoy hassle-free on-the-go support, and share travel experience. Founded in 1999 and listed on Nasdaq in 2003 and the Hong Kong Stock Exchange in 2021, we currently operate under a portfolio of brands, including (i) Ctrip, a leading provider of travel and related services in China, (ii) Qunar, a leading online travel agency in China, (iii) Trip.com, an online travel agency for global travelers, and (iv) Skyscanner, a leading global travel search company, with the mission “to pursue the perfect trip for a better world.” Our Platform Our one-stop travel platform connects our users and our ecosystem partners. Leveraging our AI capabilities and travel insights accumulated over the past years, we have evolved from an emerging online travel transaction platform to a one-stop travel platform integrating a comprehensive suite of travel products and services and differentiated travel content and connecting users and ecosystem partners from around the world. Our platform aggregates our product and service offerings, reviews and other content shared by our users based on their real travel experiences, and original content from our ecosystem partners to enable leisure and business travelers to have easy access to enjoyable travel experiences and make informed and cost-effective bookings. As a result of our leading position in travel markets and our vast user base, our platform has attracted ecosystem partners across multiple sectors, including accommodation reservation, transportation ticketing, packaged tours, and in-destination activities. We provide our ecosystem partners with a variety of technology-enabled solutions and help them establish an online presence, access our massive and global user base, and engage with users in real time. In addition, we have rolled out content sharing features on our platform, which allow users to discover, explore, and share travel-related content featuring destination reviews and travel experiences and tips, thereby further enriching the ecosystem surrounding our platform. Omni-Channel Touchpoints for Users We are committed to providing each user with a personalized, convenient, enjoyable, and inspirational travel experience. This philosophy has enabled us to become the go-to destination for travelers in Asia and to steadily increase our influence in target markets around the world. In particular, the Asia-Pacific region is among the fastest-growing regions for travel consumption globally, driven by a rapid shift from offline to online and mobile services. Our omni-channel approach is a natural fit for this paradigm shift and has enabled us to accomplish strong growth momentum in the Asia-Pacific region and elsewhere. Online Channels. Our online channels consist of our mobile applications, other mobile access channels, and websites. Our online reservation and fulfillment infrastructure enables our users to explore, search, reserve, and purchase travel products and other value-added services through our online channels. For the year ended December 31, 2025, over 90% of our total transaction orders were executed through our mobile channels. We maintain our main PRC site of Ctrip through our subsidiaries and Ctrip Commerce (VIE). Qunar also maintains its main PRC site of Qunar through its subsidiaries and Qunar Beijing (VIE). As of December 31, 2025, our products and services through Trip.com were available in 27 languages, 44 local currencies and 48 local sites, and our products and services through Skyscanner were available in 43 languages and over 50 countries and regions globally. We offer personalized home pages based on user profiles or past transactions and display travel products and services based on geolocation that are available to us in compliance with the applicable laws and other travel insights. While placing an order, users are prompted with options to customize their trips with packaged deals or additional value-added services for their convenience, such as travel insurance, car rental, or hotel deals. All products and services are shown with full price transparency. Our itinerary management tools enable users to review and manage their orders and itineraries. We encourage users to submit ratings, reviews, and recommendations to our platforms during their trips and after they return from their trips. Leveraging our content sharing feature, users are inspired by new travel ideas, make informed travel decisions, and share their travel experiences in an engaging community. Offline Channels. In addition to our 26 customer service centers located around the world, we have offline stores with our business partners to serve our users who prefer an in-person experience. In our offline stores, we provide users with one-stop services, such as travel consultation services and other local support and assistance. As of December 31, 2025, we had around 6,000 offline stores across approximately 300 cities in China. 55 Table of Contents User-Centric Approach. Our users are at the center of our business’s philosophy and operations. Since our inception, we have constantly focused on building trust with our users and creating a more personalized, convenient, enjoyable, and inspirational travel experience. We provide a broad spectrum of travel products and services that accompany our users throughout their entire journey, from idea inspiration, trip research and planning, to informed decision-making, travel booking, in-destination activities, on-the-journey support, and post-travel sharing of travel experiences. We consistently refine our product interfaces to enable an increasingly frictionless booking experience for our users with full transparency in pricing, terms, and value-added services. We extend good care for our users by providing 24/7 user support all along their trips. Open Platform for Ecosystem Partners We adopted an open platform business model to attract and facilitate customized travel offerings by ecosystem partners covering various sectors in the travel vertical. Our open platform strategy allows ecosystem partners to join our open platform and directly post their own product and service offerings on our platform alongside products and services that are negotiated with business partners and offered by us. Our ecosystem partner base includes hotels and other accommodation providers, airlines and other air ticket partners, train ticket partners, car rental companies, bus operators, ferry carriers, other travel agencies from whom we source travel products and services, and value-added service partners. We also opened up our platform to international partners, search engines, e-commerce platforms, and other channels to expand their business opportunities and increase the offerings available to our users. As of December 31, 2025, our open platform provided approximately 1.7 million global accommodation listings, offered flights from over 680 airlines, and had a network of over 60,000 other ecosystem partners. With our global user base, we are well-positioned to forge partnerships with various participants in the global travel ecosystem and expand our global presence. We carry out an ecosystem partner selection process to ensure the quality of product and service offerings to our users. When determining whether to accept a prospective ecosystem partner to our open platform, we take into account various factors, including reputation, industry expertise and know-how, price competitiveness, and track record of delivering high-quality products and services. We also have streamlined the contracting process for ecosystem partners by using an e-contract system onto our open platform. We set high service standards and manage product and service quality of our ecosystem partners through screening and ratings. We monitor our ecosystem partners’ performance based on user feedback. Ecosystem partners with good performance will be rewarded, while those with negative reviews will be flagged for improvement. Our Products and Services We offer accommodation reservation, transportation ticketing, packaged tours, and corporate travel management services, as well as other travel-related services to meet the various booking and traveling needs of both leisure and business travelers through our travel platform. We began offering accommodation reservation and transportation ticketing services in October 1999. Since then, we have been driving the transformation of travel experience and the adoption of online- and mobile- based travel booking solutions for leisure and business travelers. We capture evolving user preferences and provide travel content as well as travel products and services to make travel effortlessly enjoyable. In addition, we offer various other products and services, including packaged-tour and in-destination activity products and services, corporate travel management services, and other travel-related services, such as car services, travel-related financing and insurance, and visa services to meet the various booking and traveling needs of both leisure and business travelers. Our users also have access to both user-generated and professionally-generated content through personalized content feeds and our search tools. Accommodation Reservation Users can search, compare, and book accommodations on our platforms based on their destination and detailed stay preferences, and may further filter and sort search results by price range, star category, location, brand, and amenities. We also augment our accommodation reservation offerings with traveler ratings, reviews, recommendations, and tour guides. We act as an agent in substantially all of our hotel-related transactions. We generate substantially all of our accommodation reservation revenue through commissions from our hotel reservation partners through our platform. We recognize revenues when the reservation becomes non-cancelable, which is the point considered when we complete our performance obligation in accommodation reservation services. 56 Table of Contents We contract with hotel partners for rooms under two agency models, the “guaranteed allotment” model and the “on-request” model. Under the “guaranteed allotment” model, a hotel guarantees us a specified number of available rooms every day, allowing us to provide instant confirmations on such rooms to our users before notifying the hotel. Transportation Ticketing Users can search and book transportation tickets via our online platform and customer service centers. Our search functions allow users to narrow search results by specifying preferences, such as time and mode of transportation, and we leverage our data analytics capability to help them book tickets that best suit their travel needs. As of December 31, 2025, our transportation ticketing network covered over 220 countries and regions. Air Tickets We sell air tickets as an agent for substantially all PRC airlines and major international airlines operating flights. As of December 31, 2025, we offered flights from over 680 global airlines, covering over 3,500 airports in over 220 countries and regions. Our air ticket booking engines source real-time availability and pricing information from “direct connects” to airlines’ booking systems and the global distribution system, a computerized network system that has real-time link to our ecosystem partners’ inventory. In addition to selling air tickets, we also offer various options and services to help users travel with ease. Powered by our route planning algorithms and travel supply, users can customize their trips by combining two or more of our core travel products, such as air tickets and hotels, which are typically offered at a package price. We also provide travel insurance products, such as flight delay insurance, air accident insurance, and baggage loss coverage, and various ancillary value-added services built around users’ air travel needs, such as air-ticket delivery, online check-in and seat selection, express security screening, real-time flight status tracker, and airport VIP lounge services. Other Tickets Other tickets covered by our transportation ticketing service include train, long-distance bus, and ferry tickets. In connection with such ticketing services, we also offer various other ancillary travel products and services that are designed to streamline the ticketing process. Packaged Tours and In-Destination Activities We offer independent leisure travelers bundled packaged-tour products as well as in-destination activity products and services, catering to our users’ evolving demands. Packaged Tours We offer our users a wide range of bundled packaged-tour products on our platform provided by our ecosystem partners, including group tours, semi-group tours, customized tours, and packaged tours with different transportation arrangements, such as by air, cruise, bus, and car rental, covering domestic and international destinations. For example, we focus on securing diverse boutique travel products domestically, such as combinations of themed hotels and dining. We provide integrated transportation and accommodation services and offer a variety of value-added services including transportation at destinations, attraction tickets, local activities, insurance, visa services, and tour guides. We also provide high-quality user support, supplier management, and customer relationship management services to packaged-tour providers. In-destination Activities Destinations are often defined by the activities available upon arrival. Over the years, users have been seeking more novel experiences and are eager to do more memorable activities in the destinations. Driven by the rise of experiential travel, we offer a variety of in-destination products and services, such as in-destination dining and shopping, day tours of popular tourist destinations, attraction and show tickets, customized tour guide services, and virtual tour assistants. Users not only have plenty of options for what and when to book in-destination activities, but also can book at the last minute in a quick and straightforward manner on our platform. As of December 31, 2025, we offered over 350,000 in-destination activities around the world. As the needs of the market further evolve, we are enriching our offerings of in-destination products and services to further expand our business. 57 Table of Contents Corporate Travel Management Trip.Biz is our digital-first, full-service corporate travel management business, providing technology-enabled solutions for organizations managing business travel at scale. We support corporate clients across more than 30 markets through a global operating model that combines advanced technology, multi-source global content, and industry-leading service, enabling consistent travel program management for regional and multinational organizations. Through an integrated travel management platform, we deliver end-to-end services covering booking, policy compliance, approvals, traveler support, payments, and reporting, helping clients improve cost control, enhance operational efficiency, and meet duty of care and sustainability objectives, while delivering consistent business travel experiences. Other Travel-Related Services Our other travel-related services primarily include online advertising and financial services. We provide marketing planning and travel media services to our ecosystem partners, as well as a wide range of advertising services to pan-industry brand partners. Based on our travel product and service offerings, user base, and industry value chain, we also have obtained necessary licenses to facilitate users and ecosystem partners on our platform with our financial services, which mainly cover consumer financing, and a range of digital solutions for our users and ecosystem partners. Content Offerings We consolidate and aggregate travel-related content for our users to help them get inspired by new travel ideas, make informed travel decisions, and share their travel experiences. Our users have free access, through personalized content feeds and our search tools, to both user-generated content shared by travelers based on their real travel experiences and professionally-generated content including our official selections and content produced by professional travel bloggers, KOLs, and our ecosystem partners. Reviews. We provide our users with detailed, authentic, and transparent information on our product and service offerings based on our users’ in-depth reviews and detailed ratings. We have been refining our user review framework to improve authenticity, objectivity, and relevance of our review and rating system, creating a feedback loop for us to refine our products and services, enhance users’ search experience, and enable them to rely on us for making well-informed travel decisions. Community. Our community integrates the online travel content sharing features on our platform with our product and service offerings, so that our users can discover, explore, and share travel-related content such as destination travel experiences and tips. In addition, leveraging our AI technology and travel insights, we are able to push tailored recommendations to our users while they are browsing through our community. Selections and Recommendations. We provide our users with various lists of selected and recommended product and service offerings, such as popular destinations, themed activities, restaurant guides, and special deals. Our selections and recommendations help inspire our users’ next great getaway, from long weekend escapes to must-see destinations and to bucket-list adventures from around the globe. Live Streaming. We have a dedicated live streaming platform with integrated resources and content. In addition to our official live streaming channel, our live streaming platform also hosts professionally-generated content contributed by professional travel bloggers, KOLs, and our ecosystem partners. We have collaborated with leading international hotel brands to offer our users discounts on luxury hotels through live streaming. Our live streaming has also showcased destinations around the world with featured international travel products, attracting millions of views by our users. We have diversified our live streaming distribution channels by collaborating with leading live streaming platforms. 58 Table of Contents User Support We provide user support online and offline through multiple channels such as calls, instant messaging, email, and social networks, in multiple media formats such as voice, text, image, and video, 24 hours a day, seven days a week. We are committed to maintaining high service standards worldwide. As of December 31, 2025, we had nine customer service centers located around the world. We also provide comprehensive aftersales services including aftersales support, pre-travel warnings, major incident compensation, a special situation refund policy, and emergency support, among others. In China, we have been a standard setter for user support in the travel industry. In 2016, we launched the first travel safety center in the region. The service center established seven mechanisms to provide travelers with more protection, including the application of the global supplier travel safety standards, travel warning centers, a global travel destination emergency assistance mechanism, major disaster protection funds, a special reason cancelation policy, global travel insurance and rescue services, and a tour guide responsibility mechanism. We provide our users with travel insurance service including insurance consultation and claim settlements, from delayed and cancelled trips to accidental injury treatment, through one of the subsidiaries with an insurance license. In 2017, we launched the first global travel SOS service in the region. Users who book a trip from our platforms have access to 24/7 emergency support. The SOS service currently covers three major categories: (i) support in emergencies such as natural disasters and terrorist attacks, (ii) support in case of injury or illness during the journey, including assistance in medical treatment, delivery of medicines, and translation services, and (iii) assistance provided when valuables are lost during the journey, including assistance in the recovery of lost property and eventually bringing the property back to the home country. As we consistently expand our global reach, Trip.com has also been recognized for exceptional quality of service. At the 2024 International Customer Relations Excellence Awards presented by the Asia Pacific Customer Service Consortium, Trip.com was recognized as both Contact Center of the Year and Global Support Services of the Year. Trip.com has also been awarded as Asia’s leading online travel agency in 2024 at the World Travel Awards. These recognitions underscore our commitment to putting customers first, offering 24/7 global support and service to international travelers at every stage of their journey. During 2025, we were named Best Online Travel Agent in Asia at the Travel Weekly Asia Readers’ Choice Awards, and received the Brand of the Year Award in South Korea. These awards reflect our ongoing commitment to service quality, localized execution, and customer-centric innovation. Technology Since our inception, we have been able to support the growth in our online and offline traffic and transactions with our technology and infrastructure. Our IT infrastructure is able to support nearly every aspect of our business, including our travel platform, mobile and website operations, and customer service centers. Technology-Empowered Platform Our technology platform is empowered by AI and other proprietary technologies. Our platform processes a massive amount of travel-related data. We leverage various technologies such as natural language processing, speech recognition, computer vision, and conversational AI to inform various applications such as traffic forecasting, civil aviation big data analysis, flight delay prediction, a tourism knowledge graph, and especially, improved customer services to our global user base, among others. The application of the technologies benefits not only our users, but also our ecosystem partners. For our users, our technologies enable curated suggestions, a streamlined user experience, enhanced user engagement, and the sharing and viewing of user-generated content. We use both public and private cloud technologies to optimize operational efficiency. Some of the core technologies underlying our user support include (i) CtripIM, an instant messenger system developed in-house, which offers a streamlined problem-solving process, (ii) Softswitch, which enables us to securely encrypt users’ displayed phone numbers to prevent leakage of sensitive user information, (iii) SoftPBX, a telephone system software that distributes calls through the intranet to different operators after the user’s phone call is connected. These technologies enable us to handle user requests more efficiently, support our users in times of traffic spikes, enhance system stability, and ensure consistent availability to our users, (iv) WenDao/TripGenie, a big-data-driven, intelligent travel assistant that provides users with questions and answers related to itinerary planning, information gathering, and others, (v) Trip.Planner, a revolutionary one-stop travel planning hub, powered by AI to transform complex itineraries into effortless, personalized journeys, and (vi) TripBest, a ranking system for products in travelling destinations, which comprehensively evaluates factors such as user reviews, sales and popularity to provide users with the best product recommendations. 59 Table of Contents For the ecosystem partners, our technologies enable marketing and optimize operating efficiency based on traveler preference and accurate demand predictions. We offer a variety of solutions to our ecosystem partners, such as (i) an e-booking system for accommodation partners, which provides standardized information input to accommodation partners to digitalize their offerings, and (ii) a pricing error monitoring system for airfare, which detects flight tickets with abnormally low fares (bug fares) using anomaly detection models based on massive historical and real-time airfare data. Proprietary Search and Transaction Engines We apply proprietary technologies in flight ticket search and accommodation search and transactions, which help us attract and retain users and improve their experiences on our platform. These technologies are able to process data that covers the global product offerings available on our platform, use optimized algorithms to reduce computational cost, shorten search latency and processing time, and generate relevant results swiftly to ensure good user experience. Our technologies for flight ticket searches include a search engine and ticket recommendation system. These technologies can support hundreds of millions of queries per day. The technology currently covers departure or arrival cities worldwide and accommodates various languages. We have also built intelligent tools and machine learning technologies for ecosystem partners to strengthen their competitive positions. We provide deep integration of travel information technology systems with online transaction platforms, which further decreases airlines’ operating cost and maximizes revenue. Our technologies for accommodation searches include a hotel matching system and model algorithms. These technologies can support billions of queries per day, with an industry-leading average response time. They can also rapidly process tens of billions of data points needed to calculate numerous room types, room status data, and room price data incrementally updated every day. The technology connects hotel sales sites in countries and regions around the world and supports multiple currencies and all major international credit card payments. As a result of the technology applied in accommodation search, we are able to attract and retain users and improve their overall experiences. Marketing and Brand Awareness Through a combination of online and offline marketing, brand promotion, cross-marketing, and rewards program, we have created strong brands associated with travel products and services and user support. In addition, we leverage word-of-mouth referrals among users to promote our brands. We will continue to use our focused marketing strategy to further enhance awareness of our brands and acquire new target users. We are currently focused on the Asia-Pacific region in terms of marketing, as it is projected to witness the fastest growth in the coming years within the global travel industry. We are also expanding and growing rapidly in new markets, which helps to diversify our market portfolio and strengthen our global presence. Brand Advertising We currently operate through four leading travel brands, namely (i) Ctrip, a leading provider of travel and related services in China; (ii) Qunar, a leading online travel agency in China; (iii) Trip.com, an online travel agency for global travelers; and (iv) Skyscanner, a leading global travel search company. We conduct our brand campaigns through advertising on video streaming platforms, targeted liquid-crystal displays in public spaces, and billboards at airports, railway stations, and bus stations. We also work with celebrities in our marketing campaigns and embed our brand and travel products into live TV shows, movies, and other entertainment marketing channels. We also opened around 6,000 offline stores as of December 31, 2025 to supplement our online marketing to acquire more consumers who prefer an in-person experience. With these diverse channels, we believe that we have effective strategies to enhance brand awareness and user engagement and attract a new generation of users, and we have a unique advantage in our ability to develop truly multi-channel marketing solutions for global destinations. 60 Table of Contents Performance Advertising We have contracted with the majority of the leading online marketing channels, such as search engines, browsers, and navigation websites, to prominently feature our websites and have cooperated with online companies to promote our services, as well as conducting public relations activities. We have purchased related keywords or directory links to direct potential users to our websites. We have also worked with major internet portals and leading mobile applications in their respective sectors to advertise locally and also have worked with top smart phone manufacturers to increase the number of our app downloads and promote more activations and transactions. In addition, we will be actively testing all kinds of innovative and rapidly growing mobile channels that may appeal to consumers. Cross-Marketing We have entered into cross-marketing arrangements with major PRC domestic airlines, hotel chains, financial institutions, telecommunications service providers, e-commerce and internet companies, and other corporations. For example, our airline partners and financial institution partners recommend our products and services to members of their mileage programs or bank card holders. Rewards Program To secure our users’ loyalty and further promote our brand, we provide our users with a rewards program. This program allows our users to accumulate membership points calculated according to the services purchased by the users. Our users may redeem these points for discounted future bookings or gifts. Seasonality The travel service industry is characterized by seasonal fluctuations, and accordingly our revenues may vary from quarter to quarter. For example, in China, to date, the third quarter of each year generally contributes the highest portion of our annual net revenues primarily due to the strong demand for both leisure and business travel activities during the summer. These seasonality trends are difficult to discern in our historical results because our revenues have grown substantially since inception. However, our future results may be affected by seasonal fluctuations in the use of our services by our users. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results.” User Privacy and Data Security Data security is crucial to our business operations. We have internal rules and policies to govern how we may use and share personal information, as well as protocols, technologies and systems in place to ensure that such information will not be accessed or disclosed improperly. We establish privacy policies to protect privacy of individuals and comply with laws and regulations enacted to protect personal information while conducting business activities. From an internal policy perspective, we limit access to our servers that store our user and internal data on a “need-to-know” basis. Our internal control protocols cover the full lifecycle of data processing including collection, transmission, storage, analytics, destruction, and disposition. We collect personal information with adherence to the principle of minimum necessity and obtain informed authorization from the users. We adopt a data encryption system to ensure data storage and transmission security. We establish an authorization mechanism to prevent any unauthorized member of the public or third parties from accessing or using our data in any unauthorized manner and timely remove unnecessary data privileges of the personnel who no longer need access to our data. We establish supplier data security programs to evaluate and promote the data protection capabilities of suppliers who process our data. We also deploy a variety of detection mechanisms, including machine learning technology and other automated tools that help us independently identify certain misleading information on our platform to remove, suppress, or forward the content for human review. As we continue to develop these tools, content is reviewed by our trained specialists to comply with applicable laws and regulations. Furthermore, we implement comprehensive data masking of user data for the purpose of fending off potential hacking or security attacks. 61 Table of Contents We engage legal counsel to advise on our data protection policies and ongoing compliance with applicable laws and regulations. As part of our internal procedure, we engage overseas legal counsel to advise on the applicable licensing and compliance requirements before entering into new markets. For information about laws and regulations relating to user privacy and data security, see “Item 4. Information on the Company—B. Business Overview—Government Regulations—PRC Regulations—Regulations Relating to Internet Information Security and Privacy Protection.” Intellectual Property Our intellectual property rights primarily include trademarks and domain names associated with the names of our travel brands and copyright and other rights associated with our websites, technology platform, booking software, and other aspects of our business. We regard our intellectual property as a critical factor contributing to our success, although we are not dependent on any patents, intellectual property related contracts or licenses other than some commercial software licenses available to the general public. We rely on trademark and copyright law, trade secret protection, and confidentiality agreements with our employees to protect our intellectual property rights. We require our employees to enter into agreements to keep confidential all information relating to our users, methods, business, and trade secrets during and after their employment with us. Our employees are required to acknowledge and recognize that all inventions, trade secrets, works of authorship, developments, and other processes made by them during their employment are our property. As of December 31, 2025, we had over 1,100 patents registered with the PRC Intellectual Property Administration, including over 880 invention patents, and we had over 700 pending patent applications in China. As of December 31, 2025, we owned over 1,850 registered trademarks and approximately 300 pending trademark applications, in various categories with the Trademark Office of the PRC Intellectual Property Administration. In addition, we had over 200 registered trademarks in various jurisdictions outside of China. We have registered our major trademarks “Ctrip” and “携程” (simplified Chinese characters for Ctrip), “携程 Ctrip” (a combination of the Chinese and English characters for Ctrip), “Trip.com,” and “Trip.com Group” in various countries and regions. As of December 31, 2025, we held over 1,650 computer software copyrights and over 200 other copyrights registered with the PRC Copyright Administration. As of December 31, 2025, we had over 330 domain names primarily used in connection with our operations in the Chinese mainland including ctrip.com, and approximately 50 domain names used in connection with our operations outside the Chinese mainland, including trip.com, and we have full legal rights over these domain names. As of the date of this annual report, all of our registered domain names were in effect. Competition The global travel industry is highly competitive. In many markets where we operate, we compete with other travel agencies, including local and foreign consolidators of hotel accommodation and airline tickets as well as traditional travel agencies. As the global travel market continues to evolve, we may be faced with increased competition from new travel agencies operating locally or internationally. As our operation becomes increasingly globalized, we also expect to face increasing competition with local service providers who may be more familiar with local conditions in the various jurisdictions where we operate. We may also face increasing competition from hotels and airlines as they increase their direct selling efforts or engage in alliances with other travel service providers, as well as content platforms and social networks entering into the travel industry. We compete based on a number of factors, including, among other things, brand recognition, depth and breadth of travel offerings, price competitiveness, and user support and satisfaction. We believe that we are well-positioned to effectively compete on the basis of the factors listed above. However, some of our current or future competitors may have longer operating histories, greater brand recognition, larger user and supplier bases, or stronger financial, technical or marketing resources than we do. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—If we do not compete successfully against new and existing competitors, we may lose our market share, and our business may be materially and adversely affected.” 62 Table of Contents Customers and Suppliers We have a broad base of customers, which primarily consists of our ecosystem partners, including airlines and other air ticket partners, hotel and alternative accommodation partners, and various value-added travel products and services partners, such as insurance companies. We have cultivated and maintained good relationships with our ecosystem partners since our inception. We have a team of employees dedicated to enhancing our relationship with existing ecosystem partners and developing relationships with prospective ecosystem partners. Our customers also include but are not limited to (i) users who purchase travel products that we source from ecosystem partners, (ii) users who purchase ancillary value-added travel products and services, and (iii) advertisers who post advertisements of their products and services on our online platforms. Our suppliers primarily consist of online and mobile payment services, data storage, server hosting, and bandwidth providers, user acquisition channels, and advertising and marketing service providers. Strategic Investments and Acquisitions To further strengthen our competitive position in global markets, we constantly evaluate opportunities for strategic investments in, and acquisitions of, complementary businesses, assets and technologies and have made such investments and acquisitions from time to time. In June 2025, we entered into a share repurchase agreement, as amended and restated, with MakeMyTrip Limited (“MakeMyTrip”), an investee of our company, to sell 34,372,221 Class B ordinary shares that we held to MakeMyTrip for an aggregate consideration of approximately US$3.0 billion for cancellation. This was part of our efforts to optimize our investment portfolio and enhance shareholder returns. The transaction was closed in July 2025 and we recorded a gain from investment of RMB15.2 billion in other (expense)/income accordingly. Immediately following the repurchase, we remained the largest minority shareholder of MakeMyTrip. Other than the above, we have not made any material acquisitions, strategic investments, or disposals in the past three years. Health, Work Safety, and Sustainability Matters We are dedicated to engaging our users and ecosystem partners as a responsible corporate citizen. We are committed to promoting sustainable tourism and introducing carbon mitigation measures and will continue to explore ways to further improve energy efficiency. For example, we launched certain initiative through which we encourage hotel partners to adopt sustainable practices such as utilizing green and clean energy sources, refraining from providing disposable items voluntarily, and implementing water-saving appliances. Our initiative also incentivizes users to commit to water and energy conservation, carbon emission and waste reduction, and community support with extra rewards. In addition, we launched the “Low Carbon Hotel Standard” to work with hotel partners to jointly implement low carbon emissions and promote sustainability. The low-carbon hotel evaluation standards are based on quantifiable, verifiable, and improvable principles, and are mainly based on the relative level of the unit carbon emissions among hotels of the same type. Furthermore, Trip.com and Skyscanner became founding members of a sustainable tourism campaign, “Travalyst,” which is developing sustainability frameworks to guide sustainability practices across the travel industry. Skyscanner is developing an aviation sustainability framework that creates greater transparency on carbon emissions for individual flights and highlights the sustainability practices of different airlines. The year of 2025 marks the fifth year of our rural tourism revitalization strategy. As a flagship initiative under our “Community Friendly” pillar, our Country Retreats leverage high-quality, locally rooted accommodation to promote the coordinated development of rural economies, culture and ecosystems. As of 31 December 2025, 28 Country Retreat properties were in operation across 13 provinces, municipalities and autonomous regions in China. During the year, five new jointly-operated properties were added, extending coverage to diverse cultural and ecological regions, including Inner Mongolia, Guangdong, Zhejiang, Shandong and Xinjiang. By positioning accommodation as a catalyst for local development, the program continues to deepen the integration of tourism and community economies. In 2025, Country Retreats recorded a 21% year-over-year increase in room nights, an approximately 8% increase in total revenue from these accommodation reservations and a 15% increase in non-room revenue from these activities. The program directly created over 400 jobs and indirectly supported approximately 11,000 local employment opportunities. Over the past five years, its cumulative employment impact has reached approximately 51,000 jobs, demonstrating the multiplier effect of the “Accommodation+” model in rural revitalization. Country Retreats adopt a strongly localized operating model, prioritizing local recruitment and providing structured training to build long-term employment capacity. At the same time, the program integrates surrounding agricultural, handicraft and cultural resources to develop sustainable local value chains. 63 Table of Contents Given that the majority of our operations are conducted online, we have a limited impact on the environment with a small carbon footprint and our carbon reduction measures focus mainly on reducing energy consumption and improving energy efficiency at our headquarters. Designed as a green building, our headquarters was awarded Leadership in Energy and Environmental Design Gold precertification with several implemented environmental initiatives including the application of an intelligent building energy management system. We do not operate any manufacturing or warehousing facilities. Therefore, we are not subject to significant health, work safety, social, or environmental risks. To ensure compliance with applicable laws and regulations, from time to time, our human resources department would, if necessary and after consultation with our legal advisor, adjust our human resources policies to accommodate material changes to the labor and safety laws and regulations. For the year ended December 31, 2025 and up to the date of this annual report, we had not been subject to any material fines or other penalties due to non-compliance with health, work safety, social, or environmental regulations. Government Regulations As a global business, we are subject to changing government regulations across multiple jurisdictions. New laws and regulations may be adopted from time to time. This section sets forth the most important laws and regulations that govern our current business activities in multiple jurisdictions across the globe, including the PRC, the European Union, Singapore, the United Kingdom and certain other jurisdictions. PRC Regulations Current PRC laws and regulations impose restrictions on foreign ownership of certain businesses in China. As a result, we conduct these businesses in China through contractual arrangements with the VIEs as well as certain independent travel agencies. Some of our employees and senior consultants, all of whom are PRC citizens, directly or indirectly own all or most of the equity interests in the VIEs as of the date of this annual report. According to our PRC legal counsel, Commerce & Finance Law Offices, the ownership structures, as described in this annual report, comply with all existing PRC laws, rules, and regulations. Regulations Relating to Foreign Investment in China Foreign Investment Industrial Policy Investment activities in China by foreign investors are principally governed by the Catalog for the Encouragement of Foreign Investment Industries (2025 Edition) and the 2024 Negative List promulgated by the Ministry of Commerce and the NDRC, which set forth the industries in which foreign investments are encouraged, restricted, and prohibited. Industries that are not listed in the Catalog for the Encouragement of Foreign Investment Industries (2025 Edition) and the 2024 Negative List are generally open to foreign investment unless otherwise specifically restricted by other PRC rules and regulations. According to the 2024 Negative List, the foreign equity interests ownership of entities that engage in value-added telecommunications business (except for e-commerce, domestic multi-party communication, storage and forwarding and call center) must not exceed 50%, and foreign investors are allowed to hold up to 100% of equity interests in an online data processing and transaction processing business (including e-commerce business operation) in China. 64 Table of Contents PRC Foreign Investment Law and its Implementation Measures The PRC Foreign Investment Law, effective since January 1, 2020, provides the definition of “foreign-invested enterprises” and “foreign investment”. The Measures on Reporting of Foreign Investment Information, jointly promulgated by the Ministry of Commerce and the SAMR and effective since January 1, 2020, provide that foreign investors or foreign-invested enterprises must submit investment information to the commerce administrative authorities through the Enterprise Registration System and the National Enterprise Credit Information Publicity System. The Circular of the General Office of the State Council on the Establishment of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued on February 3, 2011 and the Rules on Implementation of Security Review System for the Merger and Acquisition of Domestic Enterprises by Foreign Investors issued by the Ministry of Commerce that came into effect on September 1, 2011 require acquisitions by foreign investors of PRC companies engaged in military-related or certain other industries that are crucial to national security be subject to security review before consummation of any such acquisition. The Foreign Investment Security Review Measures came into effect on January 18, 2021, which require direct or indirect investment by foreign investors of PRC companies engaged in military-related or certain other industries be subject to security review before consummation of any such investment. “Certain other industries” refer to, among others, important transportation services, important culture products and services, important information technology and internet products and services, and important finance services that are crucial to national security. Regulations Relating to Value-Added Telecommunications Services The PRC Telecommunications Regulations, most recently amended in February 2016, provide the regulatory framework for telecommunications service providers in China and require a telecommunications service provider to obtain an operating license prior to commencing its operations. The Telecommunications Regulations categorize all telecommunications services as either basic telecommunications services or value-added telecommunications services. Providers of value-added telecommunications services are required to obtain a license for value-added telecommunications services. Pursuant to the Catalog of Telecommunications Services, an attachment to the Telecommunications Regulations, which was most recently amended on June 6, 2019, information services provided via the public telecommunication network or the internet and the online data processing and transaction processing services provided via the public telecommunication network or the internet by utilizing various kinds of data and transaction processing application platforms that are connected to the public telecommunication network or the internet fall within value-added telecommunications services. According to the Administrative Measures on Internet Information Services last amended on December 6, 2024, the internet information services are classified into commercial internet information services and non-commercial internet information services; an operator of commercial internet information services must obtain a value-added telecommunications operating license for the provision of internet information services from the appropriate telecommunications authorities. The internet information services providers shall not produce, reproduce, publish or disseminate any information that contains content prohibited by laws and regulations. The Administrative Measures for Telecommunications Operating Licenses came into effect on September 1, 2017 and further regulate the telecommunications operating licenses. Since 2016, the CAC, the National Radio and Television Administration, the SAMR and other certain authorities have promulgated a series of regulations governing online live streaming. These include, among others, the Administrative Regulations on Online Live Streaming Services, the Circular on Issues concerning Strengthening the Administration of Online Live Streaming of Audio-Visual Programs, the Measures for the Administration of Online Performance Business Operations, the Guidelines on Strengthening Supervision of Online Live Streaming Marketing Activities, the Administrative Measures for Live Streaming Marketing (Trial), the Notice on Strengthening the Management of Online Show Live Streaming and E-commerce Live Streaming, the Guidelines on Strengthening the Management of Online Live Streaming Operations, the Opinions on Further Compacting the Main Responsibility of the Website Platform on Information Content Management and the Notice on Further Standardizing the Profit-Making Behavior of Live Streaming to Promote the Healthy Development of the Industry. According to these regulations, online live streaming platforms and/or service providers shall fulfill specific obligations, such as regulating in-platform transactions, conducting real-name authentication for users and streamers, strengthening protection for minors, improving the content review system, and safeguarding personal information and data security. 65 Table of Contents The Measures on Supervision of Live Streaming E-commerce came into effect on February 1, 2026. According to these measures, live streaming e-commerce platform operators are required to collect and verify the authentic identity information, actual business addresses, contact information, relevant administrative licenses, and other necessary information of the live streaming room operators applying to conduct e-commerce activities on the platform, and to maintain a registration file for them. Such verification shall be renewed at least every six months. Moreover, the platform operators are also required to ask the live streaming room operators to provide verified identity information of the live marketing personnel before the first live streaming. The identity information of both live streaming room operators and live marketing personnel shall be submitted to the relevant authority in January and July of each year. Regulations Relating to Travel Agency The PRC Tourism Law, which was last amended in 2018, aims to protect tourists’ and tour operators’ legal rights, regulate the travel market, protect and make a reasonable use of travel resources, and promote the development of the travel industry, and sets forth specific requirements for the operation of travel agencies and the activities in which travel agencies are prohibited from engaging. The travel industry is subject to the supervision of the Ministry of Culture and Tourism and local tourism administrations. The principal regulations governing travel agencies in China include the Travel Agency Regulations, most recently amended on November 29, 2020, and the Implementing Rules of Travel Agency Regulations, most recently amended on December 12, 2016. Under these regulations, a travel agency must obtain a license for outbound travel agency business from the tourism administrative department of the State Council or its authorized provincial-level tourism administration, and a license for domestic and inbound travel agency business from the provincial-level tourism administration or its authorized municipal tourism administration. The Travel Agency Regulations permit foreign investors to establish foreign invested travel agencies. Foreign-owned travel agencies are allowed to open branches nationwide, but are restricted from engaging in outbound tourism business for the Chinese mainland residents, unless otherwise determined by the State Council, or provided under a free trade agreement between the country and China, or any closer economic partnership arrangements between the Chinese mainland, Hong Kong, and Macao. Since 2009, a series of policies have been published to gradually allow foreign invested travel agencies to engage in the business of arranging for PRC residents to travel to overseas destinations on a trial basis, including the Opinion on Accelerating Development of Travel Industry, the Interim Measures for Supervising Pilot Operation of Overseas Travel Business, the Plan to Strengthen the Reform and Open-up Policy in China (Shanghai) Pilot Free Trade Zone, the Approval to the Work Plan on Fully Promoting the Comprehensive Pilot Program for Expanding the Opening-Up of the Service Industry of Beijing Municipality and the approvals of the State Council to temporarily adjust relevant regulations. On August 20, 2020, the Ministry of Culture and Tourism promulgated a Tentative Administrative Measure on Online Travel Operation, which intends to standardize the online travel operation business. The online travel operation services mean the provision of travel services to the travelers via the information network such as internet and such services include package tour, transportation, accommodation, dining, sightseeing, entertainment, and so on. The operator of an online travel business must provide real and accurate travel services information without false promotion and advertisement. The operator of an online travel platform must verify the identification, license, quality standard, and credit rating of all travel business operators registered on the platform. The online travel business operator must protect the personal data privacy of travelers and must not set unfair trading conditions based on traveler’s consumption records and travel preferences by abusing data analyzing technology. The platform operator must examine the license and qualification of travel business operators inside the platform and alert the travelers for safety warning, and should take the corresponding liability if it fails to perform the obligations requested by such administrative measures. Regulations Relating to Air-Ticketing The air-ticketing business is subject to the supervision of the China Air Transport Association and its branches. The Self-Discipline Measures for Air Passenger and Cargo Sales Agency Industry promulgated by the China Air Transport Association came into effect on March 1, 2019, which encourages self-discipline administration for the air transportation sale agency industry. The China Air Transport Association has further promulgated the Business Standards of Air Passenger Transportation Sales Agencies and the Business Standards of Air Freight Transportation Sales Agencies, which introduce general business standards applied by airlines for selecting and authorizing their air-ticketing sales agents. 66 Table of Contents In August 2017, the Civil Aviation Administration of China issued the Notice on Regulating Online Air-ticketing, pursuant to which online air-ticketing platforms cannot conduct bundle sales of any other services and products by default along with selling air tickets. The online air-ticketing platform must display ancillary air-ticket-related services and products (such as VIP lounge coupons and insurance) in an explicit and accurate manner and can only offer such services and products to customers as options in addition to their air ticket purchases. The Administrative Provisions on Public Air Transport Passenger Services, which were promulgated by the Ministry of Transport and came into effect on September 1, 2021, stipulate certain obligations of aviation sales online platform operators and agents. Regulations Relating to E-Commerce The Measures for the Supervision and Administration of Online Trading, effective in May 2021 and amended in March 2025, stipulate the obligations of online trading operators. Social networking, live streaming, or other network services providers who provide online trading platform services for operators must perform the obligations in accordance with the laws and regulations. On December 24, 2014, the Ministry of Commerce promulgated the Provisions on the Procedures for Formulating Transaction Rules of Third-Party Online Retail Platforms (Trial) to regulate the formulation, revision, and enforcement of transaction rules for online retail marketplace platforms. The PRC E-Commerce Law, which came into effect on January 1, 2019, imposes a series of requirements on e-commerce operators including e-commerce platform operators, merchants operating on the platform and the individuals and entities carrying out business online. According to the PRC E-Commerce Law, e-commerce operators who provide search results based on consumers’ characteristics, such as hobbies and consumption habits, must also provide consumers with options that are not targeted at their personal characteristics at the same time, respect and fairly protect the legitimate interests of the consumers. In addition, e-commerce platform operators are not allowed to impose unreasonable restrictions over or add unjustified conditions to transactions concluded on their platforms by merchants, or charge merchants operating on their platforms any unreasonable fees. In 2025, the SAMR, together with other relevant authorities, promulgated a series of regulations governing the transactions on online trading platforms to ensure fairness and transparency in online transactions, such as the Measures for the Supervision and Administration of Online Trading Platform Rules, the Compliance Guidelines for Charging Practices of Online Trading Platforms, and the Rules on Price-Related Conducts of Internet Platforms. The Interim Measures for Collaborating with Law Enforcement regarding Online Transactions, which came into effect on January 20, 2025, stipulate that relevant authorities have the right to require platform operators to provide information of online transactions within their platforms and collaborate in law enforcement activities. An e-commerce platform operator must obtain a license for value-added telecommunications services with the specification of online data processing and transaction processing business from appropriate telecommunications authorities, pursuant to the PRC Telecommunications Regulations and the Catalog of Telecommunications Services. Regulations Relating to Consumer Protection The PRC Consumer Protection Law was last amended on October 25, 2013 and became effective on March 15, 2014. The PRC Consumer Protection Law sets out the obligations of business operators and the rights and interests of consumers. Business operators must guarantee the quality, function, usage and term of validity of the goods or services they sell or provide, if these goods and services are consumed under normal standards. The consumers whose interests have been damaged due to their purchase of goods or acceptance of services on online platforms may claim damages from the sellers or service providers. Online platform operators may be subject to liabilities if the lawful rights and interests of consumers are infringed in connection with consumers’ purchase of goods or acceptance of services on online platforms if the platform operators fail to provide consumers with authentic contact information of the sellers or service providers. The Implementation Rules of the PRC Consumer Protection Law came into effect on July 1, 2024, according to which, if the business operators adopt automatic extension, automatic renewal, or other similar mechanisms in connection with the provisions of their services, the business operators must prominently draw the attention of the consumers before they accept the service and before the dates of automatic extension, automatic renewal, or the effectiveness of other mechanisms. The business operators cannot send commercial information to consumers or make commercial telephone calls without the consent of the consumers. In the event that a consumer consents to receiving commercial information and/or commercial telephone calls, the business operators must provide clear and convenient means of cancellation and must immediately stop these behaviors if the consumer chooses to cancel. 67 Table of Contents Regulations Relating to Internet Information Security and Privacy Protection Internet content in China is also regulated and restricted from a state security point of view. A series of laws and regulations were promulgated to regulate Internet security, including but not limited to, the Decision Regarding the Safeguarding of Internet Security, the Administrative Measures for the Security Protection of International Connections to Computer Information Network, the Several Provisions on Regulating the Market Order of Internet Information Services, the Order for the Protection of Telecommunication and Internet User Personal Information, the Administrative Provisions on Mobile Internet Applications Information Services, the Administrative Provisions on Internet Follow-up Comment Services, the Notice on Special Governance of Illegal Collection and Use of Personal Information via Apps, the Measures to Identify Illegal Collection and Usage of Personal Information by Apps, the Notice on Carrying out Special Rectification Actions in Depth against the Infringement on Users’ Rights and Interests by Apps and the Provision on Scope of Necessary Personal Information for Common Types of Mobile Internet Applications. On November 7, 2016, the Standing Committee of the National People’s Congress issued the PRC Cyber Security Law, which came into effect on June 1, 2017 and was amended on October 28, 2025. The PRC Cyber Security Law provides that network operators must set up a classified protection system for cyber security. The PRC Cyber Security Law imposes a relatively vague but broad obligation to provide technical support and assistance to the public and state security authorities in connection with criminal investigations or for reasons of national security. The PRC Cyber Security Law also requires network operators that provide network access or domain name registration services, landline, or mobile phone network access, or that provide users with information publication or instant messaging services, to require users to provide a real identity when they sign up. On August 29, 2015, the Standing Committee of the National People’s Congress issued the Ninth Amendment to the PRC Criminal Law, effective on November 1, 2015. Any internet service provider that fails to comply with obligations related to internet information security administration as required by applicable laws and refuses to rectify upon order will be subject to criminal penalty. Since 2021, the CAC and other government authorities have promulgated a series of laws and regulations relating to information protection and data security, including but not limited to, the PRC Data Security Law, the Guidance on Strengthening the Comprehensive Governance of Internet Information Service Algorithms, the Administrative Provisions on Internet Information Service Algorithm-Based Recommendation, the Administrative Provisions on Internet Information Service Deep Synthesis, the PRC Personal Information Protection Law, the Cybersecurity Review Measures, the Regulations on the Security Protection of Critical Information Infrastructure, the Security Assessment Measures for Data Outbound Transfer, the Provisions on Facilitating and Regulating Cross-border Data Flow, the Administrative Regulations on Network Data Security, the Administrative Measures on Data Security in the Field of Industry and Information Technology (Trial) and the Administrative Measures for Personal Information Protection Compliance Audit. The PRC Data Security Law established a tiered system for data protection in terms of their importance. Data categorized as “important data”, which will be determined by governmental authorities in the form of catalogs, are required to be treated with higher level of protection. In addition, processors of such data are required to evaluate the risks of its data activities periodically and file assessment reports with the regulatory authorities. The PRC Personal Information Protection Law integrates a variety of rules with respect to personal information rights and privacy protection and applies to the processing of personal information within the Chinese mainland and certain personal information processing activities outside the Chinese mainland, including those for the provision of products and services to natural persons within China or for the analysis and assessment of acts of natural persons within China. On July 7, 2022, the CAC promulgated the Security Assessment Measures for Data Outbound Transfer to outline the requirements and procedures for security assessments on export of important data or personal information collected or generated within the territory of China. In March, 2024, the CAC further issued the Provisions on Facilitating and Regulating Cross-border Data Flow, according to which data processors who transfer personal information outbound may be exempt from the requirements for security assessment, concluding a standard contract and obtaining security certification under certain circumstances, including when it is necessary to transfer personal data overseas for the purpose of executing and performing a contract to which the individual is a party, such as air ticket and hotel reservation. 68 Table of Contents The Cybersecurity Review Measures set forth that, where the activity affects or may affect national security, a critical information infrastructure operator that purchases network products and services, or an internet platform operator that conducts data processing activities, must be subject to the cybersecurity review; “internet platform operators” in possession of personal information of over one million users are also subject to the cybersecurity review requirement if such operators intend to pursue a foreign listing. Additionally, PRC governmental authorities may initiate a cybersecurity review if they determine an internet platform operator’s network products or services or data processing activities affect or may affect national security. According to the Regulations on the Security Protection of Critical Information Infrastructure, the critical information infrastructure operator must perform certain obligations to protect the critical information infrastructure’s security, including, but not limited to, conducting network security test and risk assessment at least once a year. The security protection departments are responsible for organizing the identification of critical information infrastructure in their respective industries and areas in accordance with the identification rules, and will inform to the operators of the identification results in a timely manner and report such results to the public security department of the State Council. According to the Administrative Regulations on Network Data Security, network data processors who carry out network data processing activities that affect or may affect national security shall go through a national security review in accordance with relevant regulations. In addition, the service providers of large network platforms, i.e., platforms with more than 50 million registered users or more than 10 million monthly active users with complex business types and whose network data processing activities have a significant impact on national security, economic operation, national economy and people’s livelihood or other aspects, shall issue annual reports on their social responsibility for personal information protection. The Administrative Measures for Personal Information Protection Compliance Audit were promulgated by the CAC on February 12, 2025, and will take effect on May 1, 2025. According to these measures, personal information processors who process personal information of more than 10 million individuals should conduct a personal information protection compliance audit (the “Compliance Audit”) at least every two years, who process personal information of more than 1 million individuals shall designate a person responsible for the Compliance Audit, and who provide important Internet platform services with large number of users and have complex business types shall establish an independent organization composed mainly of external members to supervise the Compliance Audit. Under certain circumstances, the CAC and other departments that perform the duty of personal information protection may require the personal information processors to entrust professional organizations to conduct Compliance Audit. The PRC government authorities have wide discretion in the interpretation and enforcement of these laws. As a major internet platform, we are exposed to risks of being deemed to be a critical information infrastructure operator or a network platform operator meeting the above criteria under the PRC cybersecurity laws. Regulations Relating to Generative AI According to the Provisions on the Management of Network Information Content Ecology issued by the CAC in December 2019, a network information content service platform must not, among others, utilize new technologies such as deep-learning and virtual reality to engage in activities prohibited by laws and regulations. According to the Administrative Provisions on Internet Information Service Algorithm-Based Recommendation, which came into effect in March 2022, providers of algorithm recommendation services with public opinion attributes or social mobilization capabilities should fill in information such as the name of the service provider, service form, application area, type of algorithm, algorithm self-assessment report, intended public content and other information through the Internet Information Services Algorithm Filing System within ten working days from the date of service provision to fulfill the filing procedures, and shall conduct a security assessment in accordance with relevant regulations. According to the Administrative Provisions on Internet Information Service Deep Synthesis, which came into effect in January 2023, deep synthesis service providers are required to fulfill their primary responsibilities for information security, establish and improve management systems for various aspects, including user registration, algorithm mechanism review, scientific and technological ethics review, information release review, data security, personal information protection, combating telecom and online fraud, and emergency response, and implement secure and controllable technical support measures. According to the Interim Measures on the Management of Generative AI Services, which became effective in August 2023, providers of generative AI who provide services to the public within the territory of the PRC are required to conduct data processing and training activities in accordance with PRC laws and regulations and assume responsibility as producers of online content, as well as fulfill online information security obligations. Other requirements under these measures include, but are not limited to, the use of legitimate data sources, no infringement on others’ legitimate intellectual property rights, and obtaining consent for personal information usage. Violations may result in punishment specified under the PRC data and cybersecurity legal regime, including, but not limited to the PRC Cybersecurity Law, the PRC Data Security Law, the PRC Personal Information Protection Law, and the PRC Scientific and Technological Progress Law. In the absence of any specific provisions, violations may result in warnings, orders to correct, and orders to suspend the provision of services determined by competent governmental authorities. Providers of deep synthesis services and generative AI services with public opinion attributes or social mobilization capabilities should conduct a security assessment and fulfill applicable filing or registration procedures in accordance with these laws and regulations. 69 Table of Contents On March 7, 2025, the CAC and three other PRC government authorities jointly issued the Measures for Identification of AI Generated Synthetic Contents, which came into effect on September 1, 2025. According to these measures, explicit identifications shall be added to the generated synthetic contents if the service providers provide certain generated synthetic services, such as intelligent dialogue, intelligent writing, synthetic voice, face generation, immersive scene generation, which may lead to public confusion or misidentification. Meanwhile, implicit identifications should be added in the metadata of the documents of generated synthetic contents, which shall include the attribute information of the generated synthetic contents, name or code of the service providers, content serial number and other production element information. The service providers are encouraged to add implicit identifications in such forms as digital watermarks, to the generated synthetic contents. Regulations Relating to Advertising Business The PRC Advertising Law, which was last amended on April 29, 2021, requires advertisers to ensure that the content of the advertisements is true. The content of advertisements shall not contain prohibited information. On February 25, 2023, the SAMR promulgated the Measures for Administration of Internet Advertising, which regulate any advertisements published on the internet, including, but not limited to, those on websites, webpage, and apps, those in the forms of word, picture, audio, video, and others, and stipulate the obligations of the advertisers, the internet advertising operators, and the internet information service providers. According to these measures, internet platform operators shall take measures to prevent and stop illegal advertisements when providing internet information services, and the product seller or the service provider who markets any product or service through live streaming on the internet, which constitutes a commercial advertisement, must take the corresponding responsibilities and perform obligations of advertisers in accordance with the laws and regulations, and the live streaming operators and marketers should also take corresponding responsibilities and perform obligations if they provide advertising design, production, agency, or publishing services or constitute an advertising endorsement. Regulations Relating to Insurance Business According to the Administrative Measures for Licenses of Banking and Insurance Institutions, which came into effect on July 1, 2021, insurance agencies must obtain an insurance intermediary license. The Provisions on the Supervision and Administration of Insurance Agents, which came into effect on January 1, 2021, provide that an “insurance agent” refers to an agent that is instructed by and receives commissions from insurance companies to handle insurance services to the extent authorized by the insurance companies, including professional insurance agencies, sideline insurance agencies, and individual insurance agents. Professional insurance agencies and the sideline insurance agencies that are legal persons must obtain license relating to insurance agency operations from the insurance regulatory authority under the State Council. Pursuant to the Measures on the Supervision and Administration of Internet Insurance Business, which came into effect on February 1, 2021, internet insurance businesses should be carried out by insurance institutions legally established, including insurance companies and insurance intermediaries, and the insurance institutions are required to run an online platform operated in-house that satisfies certain conditions. 70 Table of Contents Regulations Relating to Intellectual Property Rights Trademark Trademarks are protected by the PRC Trademark Law and the Implementation Regulation of the PRC Trademark Law. In China, registered trademarks include commodity trademarks, service trademarks, collective marks, and certification marks. The Trademark Office of the China National Intellectual Property Administration handles trademark registrations and grants a term of 10 years to registered trademarks commencing from the date of registration and the registered trademarks can be renewed every 10 years where a registered trademark needs to be used after the expiration of its validity term. Patent Pursuant to the PRC Patent Law and the Implementing Rules of the PRC Patent Law, there are three types of patents in China: invention patents, utility model patents, and design patents. The protection period of a patent right for invention patents is 20 years, and the protection period of a patent right for utility model patents and design patents is 10 and 15 years, respectively, both commencing from the filing date. Any entity or individual that seeks to exploit a patent owned by another party should enter into a patent license contract with the patent owner concerned and pay patent royalties to the patent owner. Pursuant to the Measures for the Filing of Patent Licensing Contracts, the State Intellectual Property Office is responsible for filing of patent licensing contracts nationwide and the parties concerned must complete filing formalities within three months from the effective date of a patent licensing contract. Copyright Under the currently effective PRC Copyright Law, Chinese citizens, legal persons, or other organizations are entitled to, whether published or not, enjoy copyright in their works, which include, among others, works of literature, art, natural science, social science, engineering technology, and computer software. The purpose of the PRC Copyright Law is to encourage the creation and dissemination of works which are beneficial to the construction of socialist spiritual civilization and material civilization and promote the development and prosperity of socialist cultural and scientific undertakings. According to the Computer Software Copyright Registration Measures, the National Copyright Administration is the competent authority for the nationwide administration of software copyright registration and the Copyright Protection Center of China is designated as the software registration authority. The Copyright Protection Center of China will grant registration certificates to the Computer Software Copyrights applicants if the applications conform to the provisions of both the Computer Software Copyright Registration Measures and the Computer Software Protection Regulations. Domain Names The Administrative Measures on Internet Domain Names regulate that “.CN” and “zhongguo (in Chinese character)” are China’s national top level domains. Any party that engages in internet information services must use its domain name in compliance with laws and regulations and in line with the provisions of the telecommunications authority, and shall not use its domain name to commit any illegal act. Regulations Relating to Anti-Monopoly and Anti-Unfair Competition 71 Table of Contents The PRC Anti-Monopoly Law, which was last amended on June 24, 2022, applies to monopolistic practices in China, including (i) conclusion of monopoly agreements; (ii) abuse of the dominant market position by undertakings; and (iii) concentration of undertakings that has or may have the effect of eliminating or restricting competition. China’s anti-monopoly enforcement authority may investigate any suspected monopolistic practice through various measures, such as on-site inspection, inquiries, and reviewing and copying relevant documents. If a business operator violates the PRC Anti-Monopoly Law, it may be subject to an order to cease the violation, confiscation of illegal gains, and a fine of up to 10% of its preceding year’s sales revenue. Where the violation involves extremely serious circumstances, extremely negative impact, or grave consequences, a fine of 2 to 5 times the amount calculated based on the aforementioned percentage may be imposed. The 2022 amendment to the PRC Anti-Monopoly Law also allows public prosecutors to bring a civil public interest lawsuit based on monopolistic behaviors in accordance with the law, and significantly increased the penalties for violations of the PRC Anti-Monopoly Law, among others. In January 2026, we received notice that the SAMR commenced an investigation into whether we have abused or are abusing a dominant market position to engage in monopolistic conduct pursuant to the PRC Anti-Monopoly Law. With respect to monopoly agreements, the PRC Anti-Monopoly Law defines monopoly agreements as agreements, decisions or other concerted practices that eliminate or restrict competition. The PRC Anti-Monopoly Law prohibits competitors from entering into horizontal monopoly agreements to, among others, fix or change the prices of goods, restrict the output or sales volume of goods, divide the sales or raw material procurement markets, restrict the purchase of new technologies or equipment or development of new technologies or products, or engage in collective boycotts. Subject to the exceptions discussed below, the PRC Anti-Monopoly Law also prohibits business operators from entering into vertical monopoly agreements with their trading counterparties to fix the price for resale of goods to third parties or restrict the minimum price for resale of goods to third parties, among others. In addition, the PRC Anti-Monopoly Law prohibits business operators from organizing other business operators to enter into monopoly agreements or providing substantial assistance for other business operators to enter into monopoly agreements. For vertical monopoly agreements that fix the resale price or restrict the minimum resale price, a business operator shall not be prohibited from entry thereto if it can demonstrate that the agreement does not have the effect of eliminating or restricting competition. The PRC Anti-Monopoly Law also contains a “safe harbor” for vertical monopoly agreements entered into by business operators whose market share falls below a specific threshold and who meet other conditions to be set by the SAMR, under which such agreements are exempt from the prohibition on monopoly agreements. With respect to abuse of dominant market position, the PRC Anti-Monopoly Law prohibits business operators with a dominant market position from selling goods at unfairly high prices or purchasing goods at unfairly low prices, or, without justifiable reasons, engaging in the following conduct: selling goods at prices below cost, refusing to transact with trading counterparties, restricting trading counterparties to transacting only with themselves or with business operators designated by them, tying products or imposing other unreasonable conditions on transactions, or applying discriminatory treatment in transaction prices or other transaction conditions to trading counterparties under equivalent conditions, among others. The PRC Anti-Monopoly Law also expressly prohibits business operators with a dominant market position from using, among others, data and algorithms, technology, and platform rules to engage in the abusive practices described above. Under the PRC Anti-Monopoly Law, factors for determining whether a business operator possesses a dominant market position include the market share of the business operator in the relevant market and the competition conditions in the relevant market, the ability of the business operator to control the sales market or the raw material procurement market, the financial and technical conditions of the business operator, the degree of dependence of other business operators on the business operator in terms of transactions, the difficulty for other business operators to enter the relevant market, and other relevant factors. The Provisions on Prohibiting the Abuse of a Dominant Market Position promulgated by the SAMR on March 10, 2023 set out detailed criteria for assessing each type of abusive conduct listed above, and further elaborate on the specific sub-factors to be considered under each of the aforementioned grounds for determining a dominant market position. In light of the SAMR investigation, if (i) we were determined to hold a dominant market position based on the factors described above, (ii) certain of our business practices were found to constitute abuse of market dominant position under the above provisions, and (iii) such business practices were found to eliminate or restrict competition in the relevant market(s), we could be subject to the penalties described above. With respect to concentration of undertakings, the PRC Anti-Monopoly Law defines concentration of undertakings as (i) merger of business operators; (ii) a business operator acquiring control over other business operators by acquiring their equity interests or assets; or (iii) a business operator acquiring control over, or the ability to exercise decisive influence on, other business operators by contract or other means. Where a proposed concentration reaches the filing thresholds prescribed by the State Council, the business operators must file with the anti-monopoly enforcement authority in advance and may not implement the concentration without having done so. Furthermore, for concentrations below the filing thresholds, if there is evidence indicating that the concentration of undertakings has or may have the effect of eliminating or restricting competition, the anti-monopoly authority may order the business operators to file. If a concentration of undertakings has or may have the effect of eliminating or restricting competition, the anti-monopoly enforcement authority shall make a decision to prohibit the concentration; however, where the business operators can demonstrate that the pro-competitive effects of the concentration clearly outweigh its anti-competitive effects, or that the concentration is in the public interest, the authority may make a decision not to prohibit it. The 2022 amendment to the PRC Anti-Monopoly Law grants the SAMR the power to suspend the review period in merger investigations under specified circumstances. 72 Table of Contents On January 22, 2024, the State Council released the Provisions of the State Council on the Threshold for the Filing of Concentration of Undertakings. These provisions significantly adjust the revenue threshold of merger control filing to either one of the following two conditions: (i) the total global turnover of all business operators participating in the transaction exceeded RMB12.0 billion and at least two of these business operators each had a turnover of more than RMB800 million within China during the previous fiscal year, or (ii) the total turnover within China of all the business operators participating in the concentration exceeded RMB4.0 billion and at least two of these business operators each had a turnover of more than RMB800 million within China during the previous fiscal year. The Provisions on the Review of Concentrations of Undertakings further clarify the factors that should be considered to determine whether an undertaking acquires control over, or may exercise decisive influence on, other undertakings. In February 2021, the Anti-Monopoly Guidelines for the Internet Platform Economy Sector were promulgated by the Anti-Monopoly Commission of the State Council. The guidelines, which are consistent with the PRC Anti-Monopoly Law, provide guidance on the identification of monopoly agreements, abuse of dominant market position and concentration of undertakings that may have the effect of eliminating or restricting competition in the field of platform economy. More specifically, the guidelines outline certain practices that may, if without justifiable reasons, constitute abuse of dominant market position. Such practices include, without limitation, unfair pricing, below-cost selling, refusal to deal, exclusive dealing arrangements, tying or imposing unreasonable trading conditions (including compulsory collection of unnecessary user data), and discriminatory treatment such as tailored pricing using big data and algorithms. The guidelines also expressly state that concentration of undertakings involving variable interest entities will also be subject to antitrust filing requirements. In addition, the SAMR issued a series of guidelines in recent years to assist business operators in enhancing their capabilities for preventing, controlling and handling anti-monopoly compliance risks, such as the Overseas Anti-Monopoly Compliance Guidelines for Enterprises, the Anti-Monopoly Compliance Guidelines on Concentrations of Undertakings, and the Anti-Monopoly Compliance Guidelines for Internet Platforms, etc. According to the PRC Anti-Unfair Competition Law, which was last amended on June 27, 2025, unfair competition refers to situations where business operators disrupt the market competition order and damage the legitimate rights and interests of other business operators or consumers in violation of the provisions of the PRC Anti-Unfair Competition Law in their production and operating activities. The SAMR promulgated the Interim Provisions on Anti-Unfair Online Competition on May 6, 2024, which came into effect on September 1, 2024. Pursuant to the provisions, a platform operator with competitive advantages, without justifiable reasons, shall not make use of technical means to abuse background transaction data, traffic or other information advantages and management rules, to impede or disrupt the normal operation of cyber goods or services legally provided by other business operators and disrupt the fair competition order of the market by shielding any third party’s operating information or unjustifiably interfering with the display order of goods or otherwise. A platform operator shall not take advantage of service agreements, transaction rules or other means to impose unreasonable restrictions on or attach unreasonable conditions to the transactions of the business operators using the platform, the transaction price and the transactions with other business operators. The PRC Price Law, which came into effect on May 1, 1998, requires that business operators shall follow the principles of fairness, legality, and good faith when setting prices. The Regulation on Marking Prices Clearly and Prohibiting Price Fraud requires that business operators shall not infringe upon the lawful rights and interests of consumers or other business operators, or disrupt market price order by taking advantage of pricing means, and shall clearly mark prices in a prominent manner and specify the goods or services corresponding to the prices. Regulations Relating to Labor and Social Security According to the PRC Labor Law, the PRC Labor Contract Law and the Implementation Regulations on the PRC Labor Contract Law, labor contracts in written form must be executed to establish labor relationships between employers and employees. In addition, wages cannot be lower than a local minimum wage. Employers must establish a system for labor safety and sanitation, strictly abide by national rules and standards, provide education regarding labor safety and sanitation to their employees, provide employees with labor safety and sanitation conditions and necessary protection materials in compliance with state rules and carry out regular health examinations for employees engaged in work involving occupational hazards. According to the PRC Social Insurance Law, the Provisional Regulations on the Collection and Payment of Social Insurance Premiums and the Regulations on the Administration of Housing Fund, employers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, occupational injury insurance, maternity insurance and housing funds. Any employer who fails to contribute may be fined and ordered to make up for the deficit within a stipulated time limit. 73 Table of Contents Regulations Relating to Taxation Enterprise Income Tax According to the PRC Enterprise Income Tax Law and the Implementation Regulations on the Enterprise Income Tax Law, a uniform income tax rate of 25% should be applied to resident enterprises and non-resident enterprises that have “establishment or place” situated in China. Besides enterprises established within China, enterprises established in accordance with the laws of other jurisdictions whose “de facto management bodies” are within China are considered “resident enterprises” and subject to the uniform 25% enterprise income tax rate for their global income. A non-resident enterprise refers to an entity established under foreign law whose “de facto management bodies” are not within China but which has an establishment or place of business in China, or which does not have an establishment or place of business in China but has income sourced within China. An income tax rate of 10% should normally be applicable to dividends declared to or any other gains realized on the transfer of shares by non-PRC resident enterprise investors that do not have an establishment or place of business in China, or that have such establishment or place of business but the income is not substantially connected with the establishment or place of business, to the extent such dividends or other gains are derived from sources within China. According to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income entered into on August 21, 2006, if the non-PRC parent company of a PRC enterprise is a Hong Kong resident which directly owns 25% or more of the equity interest of the PRC foreign-invested enterprise which pays the dividends, the 10% withholding tax rate applicable under the PRC Enterprise Income Tax Law may be lowered to 5% if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the conditions and requirements under such Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and other applicable laws. The aforementioned tax treaty also provides a benefit for interest payments made by a PRC enterprise to a Hong Kong resident, allowing for a reduction in the withholding tax rate from 10% to 7%. However, according to the Notice on the Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, which came into effect on February 20, 2009, if the PRC tax authorities determine, in their discretion, that a company benefits unjustifiably from such reduced income tax rate due to a transaction or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement of the Certain Issues with Respect to the “Beneficial Owner” in Tax Treaties effective on April 1, 2018, if an applicant’s business activities do not constitute substantive business activities, it could result in the negative determination of the applicant’s status as a “beneficial owner,” and consequently, the applicant could be precluded from enjoying the above-mentioned reduced income tax rate of 5% under the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income. Value-Added Tax The Value-Added Tax Law of the People’s Republic of China and its implementation rules came into effect on January 1, 2026, according to which, entities and individuals (including individual businesses) engaged in the sale of goods, services, intangible assets or real estate and the importation of goods in China shall pay value-added tax. The Value-Added Tax Law and its implementation rules provide the definition of taxable transactions, specify how to determine whether the taxable transaction took place in China, and renews the tax rates. According to a series of announcements published by the Ministry of Finance and the State Taxation Administration, the value-added tax levy rate applicable to the small-scale taxpayers is reduced to 1% until December 31, 2027. As of the date of this annual report, the rate of value-added tax applicable to our PRC subsidiaries and the variable interest entities generally varies from 1% to 13% depending on the product type. Regulations Relating to Foreign Exchange Supervision The principal regulations governing foreign currency exchange in China are the PRC Regulation on the Foreign Exchange Control, which was last amended on August 5, 2008, and the Regulations on the Administration of Foreign Exchange Settlement, Sale and Payment, which came into effect on July 1, 1996. According to these regulations, Renminbi for current account items is freely convertible, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for capital account items, such as direct investments, loans, and investments in securities outside of China, unless the prior approval or record-filing of SAFE or its local counterpart is obtained. Since 2015, SAFE has issued a series of notices and circulars to reform the administrative methods regarding foreign exchange capital settlement of foreign-invested enterprises and promote the facilitation of cross-border trade and investment, including the Notice on Further Simplifying and Improving Policies for the Foreign Exchange Administration of Direct Investment, the Circular on Reforming and Regulating the Administrative Policy of the Settlement under Capital Accounts, the Circular on the Reforming of Administrative Methods Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Companies, the Circular on Further Promoting the Facilitation of Cross-Border Trade and Investment, the Circular on Optimizing Administration of Foreign Exchange to Support the Development of Foreign-related Business, the Notice on Further Deepening Reforms to Facilitate Cross-Border Trade and Investment, the Notice on Deepening Reforms of Cross-Border Investment and Financing Foreign Exchange Administration and the Notice on Further Facilitating Foreign Exchange Settlement to Support Stable Foreign Trade Development. 74 Table of Contents The Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plans of Overseas Publicly Listed Companies provides the registration procedures and relevant requirements for PRC citizens or non-PRC citizens residing in China for a continuous period of not less than one year (except for foreign diplomatic personnel in China and representatives of international organizations in China) to participate in any stock incentive plan of an overseas publicly listed company. The Circular of SAFE on Foreign Exchange Administration of Overseas Investments and Financing and Round-Trip Investments by Domestic Residents via Special Purpose Vehicles promulgated by SAFE on July 4, 2014, effective on the same date, states that (i) a PRC resident, including a PRC domestic resident individual or a PRC domestic institution, must register with the local branch of SAFE before it contributes its assets or equity interest in domestic enterprises or offshore assets or interests into a special purpose vehicle for the purpose of investment and financing; and (ii) when the special purpose vehicle undergoes change of basic information, such as change in PRC resident natural person shareholder, name or operating period, or occurrence of a material event, such as change in share capital of a PRC resident natural person, performance of merger or split, the PRC resident must register such change with the local branch of SAFE in a timely manner. Regulations Relating to Dividend Distributions The principal laws and regulations regulating the distribution of dividends by foreign-invested enterprises in China include the PRC Company Law and the PRC Foreign Investment Law. Under the current PRC regulatory regime, foreign-invested enterprises in China may pay dividends only out of their accumulated profit, if any, determined in accordance with PRC accounting standards and regulations. A PRC company, including a foreign-invested enterprise, is required to set aside as statutory reserve funds at least 10% of its after-tax profit, until the cumulative amount of such reserve funds reaches 50% of its registered capital, and cannot distribute any profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with distributable profits from the current fiscal year. Regulations Relating to M&A and Overseas Listings The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors were last amended on June 22, 2009. Foreign investors must comply with these regulations in any of the following circumstances: (i) purchasing equity interests in a domestic company or subscribing to the capital increase of a domestic company, thereby changing the nature of the domestic company into a foreign-invested enterprise; (ii) establishing a foreign-invested enterprise in China, purchasing the assets of a domestic company by agreement and operating those assets through the foreign-invested enterprise; or (iii) purchasing the assets of a domestic company by agreement, using those assets to establish a foreign-invested enterprise, and then operating those assets. According to Article 11 of the regulations, where a domestic enterprise, or a domestic natural person, through an overseas company established or controlled by it/him/her, acquires a domestic enterprise which is related to or connected with it/him/her, approval from the Ministry of Commerce is required. The regulations, among other things, further purport to require that an overseas special purpose vehicle directly or indirectly controlled by PRC domestic individuals or entities for the purpose of overseas listing obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. Pursuant to the Negative List, if a PRC domestic company engaging in the prohibited business stipulated in the Negative List seeks an overseas offering and listing, it must obtain the approval from the competent governmental authorities. Besides, the foreign investors of the company cannot be involved in the company’s operation and management, and their shareholding percentages should be subject, mutatis mutandis, to the regulations on domestic securities investments by foreign investors. At a press conference held on January 18, 2022, the NDRC clarified that the requirement as mentioned above would only apply to PRC domestic companies’ direct overseas offerings. Under the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Offering and Listing Measures, and a series of guidance rules and Q&As published by the CSRC in connection with the implementation of the Overseas Offering and Listing Measures, an overseas offering and listing by a PRC domestic company, either in a direct or indirect manner, has to be filed with the CSRC. Specifically, the examination and determination of an indirect offering and listing will be conducted on a substance-over-form basis. The issuer or its affiliated PRC domestic company, as the case may be, must file with the CSRC for its initial public offering, follow-on offering and other equivalent offering activities. Particularly, the issuer must submit the filing with respect to its initial public offering and listing within three business days after its initial filing of the listing application, and submit the filing with respect to its follow-on offering in the same overseas market(s) within three business days after the completion of such follow-on offering. Failure to comply with the filing requirements may result in fines to the PRC domestic companies and the controlling shareholder, and other responsible persons. The responsible persons may be prohibited from entering the securities market by the CSRC in cases of serious violations and may be held criminally liable. The Overseas Offering and Listing Measures also set forth certain regulatory red lines for overseas offerings and listings by PRC domestic enterprises. 75 Table of Contents As advised by Commerce & Finance Law Offices, our PRC legal counsel, due to the fact that our ADSs have been listed on the Nasdaq Global Select Market and our ordinary shares have been listed on the Hong Kong Stock Exchange, we are deemed as an “Existing Issuer” pursuant to the Overseas Offering and Listing Measures and the implementation guidance and are not required to complete the filing procedures with the CSRC for our historical securities offering. Nevertheless, in the event that we conduct any securities offerings that will be captured by the Overseas Offering and Listing Measures in the future, we will have to complete the filing procedures with the CSRC within three business days following the closing of the securities issuance or offering on the Nasdaq Global Select Market or the Hong Kong Stock Exchange, or within three business days following the submission of an application for overseas offering and listing on any other overseas market(s). Regulations of Other Jurisdictions Regulations in Europe In the European Union and the United Kingdom, we are subject to laws and regulations regarding data privacy and protection, including the General Data Protection Regulation, known as the EU GDPR, on the protection of natural persons with regard to the processing and free movement of personal data. The EU GDPR applies directly in all European Union member states from May 25, 2018 and applies to companies with an establishment in the European Economic Area and to certain other companies not in the European Economic Area that offer or provide goods or services to individuals located in the European Economic Area or monitor individuals located in the European Economic Area. In the United Kingdom, we are subject to the United Kingdom General Data Protection Regulation and Data Protection Act 2018, collectively known as the UK GDPR. We refer to the EU GDPR and UK GDPR as the GDPR. The GDPR implements stringent operational requirements for controllers of personal data, including, for example, maintaining a record of data processing activities, expanded disclosures about how personal data is to be collected and processed, limitations on retention of personal data (including pseudonymized data), increased cybersecurity requirements, possible mandatory data breach notification requirements, a requirement for controllers to demonstrate that they have obtained a valid legal basis for certain data processing activities, complying with rights for data subjects in regard to their personal data (including data access, erasure (the right to be “forgotten”) and portability), ensuring appropriate safeguards are in place where personal data is transferred out of the European Economic Area and the United Kingdom, and complying with the principle of accountability and the obligation to demonstrate compliance through policies, procedures, training and audit. The activities of data processors are also regulated, and companies undertaking processing activities are required to offer certain guarantees in relation to the security of processing and the handling of personal data. Contracts between data controllers and data processors will also need to be updated to include certain terms prescribed by the GDPR, and negotiating these updates may not be fully successful in all cases. Failure to comply with the European Union laws, including failure under the GDPR and other laws relating to the security of personal data, may result in fines up to €20,000,000 (£17,500,000 under the UK GDPR) or up to 4% of the total worldwide annual turnover of the preceding financial year, if greater, and other administrative penalties including regulatory investigations, reputational damage, orders to cease/change our data processing activities, enforcement notices, assessment notices (for a compulsory audit), civil claims (including class actions) and, in certain EU jurisdictions, criminal liability. In June 2024, the European Union legislators formally signed the EU Artificial Intelligence Act, or the EU AI Act, which came into effect on August 1, 2024. The EU AI Act sets a comprehensive legal framework for the development, provision, marketing and use of AI in the EU market, establishing a detailed classification for AI systems through a risk-based approach. Companies that develop, provide, or use AI in the EU are subject to a series of obligations under the EU AI Act, varying based on risk levels of their AI use case, such as conformity assessments, transparency requirements, information provision, human oversight, accuracy and security. Violation of the provisions under the EU AI Act could result in fines of up to €35 million or 7% of annual worldwide turnover from the preceding financial year, whichever is higher. In the European Union, the Digital Services Act, which is known as the DSA, came into force on November 16, 2022. The act governs, among other things, potential liability for illegal products on online platforms as well as obligations around traceability of merchants/business users and requires enhanced transparency measures including in relation to any recommendation systems used to present product options to a user, including the main parameters used by such systems and any available options for recipients to modify or influence them. In particular, if an online platform presents information about products in a way that would lead an average consumer to understand the product is provided by the platform directly, rather than by a third-party merchant, the platform may be liable directly under consumer protection law. Further, the DSA contains general requirements that user interfaces may not deceive or manipulate users. Failure to comply with the DSA can result in fines of up to 6% of total annual worldwide turnover, and recipients of services have the right to seek compensation from providers in respect of damage or loss suffered due to failure by the provider to comply with the DSA. Our operations in the United Kingdom are also subject to increasing regulatory obligations, such as the Online Safety Act and the Digital Markets, Competition and Consumers Act 2024. There is a heightened risk of legal challenges or consumer backlash if regulatory frameworks are not adhered to, leading to damage to brand image and possible fines or sanctions. Increased oversight from regulatory bodies may restrict operational flexibility and innovation. 76 Table of Contents Regulations in Asia We maintain operations in a number of jurisdictions in Asia, including Singapore, South Korea, and various other jurisdictions in Southeast Asia. In Singapore, the Personal Data Protection Act 2012, which is known as the PDPA, governs the collection, use and disclosure of the personal data of individuals by organizations, and is administered and enforced by the Personal Data Protection Commission, which is known as the PDPC. The PDPA sets out certain obligations which all organizations are required to comply with relating to the collection, use or disclosure of personal data, unless exceptions apply. Amongst other things, unless exceptions apply, the PDPA requires organizations to obtain consent from individuals, inform them of the purposes for which the organization will be collecting, using, or disclosing personal data, make reasonable security arrangements to protect the personal data in its possession or control from unauthorized access, modification, loss, or similar risks, only transfer personal data out of Singapore in accordance with prescribed requirements to ensure that the personal data is protected to a standard comparable to the protection under the PDPA, and notify the PDPC (and, unless exceptions apply, affected individuals) in the event of a notifiable data breach. In South Korea, we are also subject to applicable privacy and data security regulations, regulations relating to the use of artificial intelligence, and regulations on e-commerce platforms. Various jurisdictions in Southeast Asia are also implementing additional regulations on privacy and data security and e-commerce platforms. For example, Vietnam adopted new regulations relating to the cross-border transfer of data in 2024, and Thailand, Indonesia, and Vietnam have each adopted filing requirements for e-commerce platforms. C. Organizational Structure The following diagram illustrates our corporate structure, including our significant subsidiaries and the VIEs, as of December 31, 2025. Notes: (1) Indirectly owned through a Cayman Islands company. (2) The 57% owners of Qunar Cayman Islands Limited are several non-U.S. investment entities, namely M Strat Holdings, L.P., Momentum Strategic Holdings, L.P., Ocean Management Limited, and Earthly Paradise Investment Fund L.P., which are consolidated by us under U.S. GAAP. (3) Indirectly owned through Ctrip Travel Holding (Hong Kong) Limited and Ctrip.com (Hong Kong) Limited, both of which are Hong Kong companies. (4) Indirectly owned through Queen’s Road Travel Information Limited, a Hong Kong company. (5) Bo Sun and Maohua Sun hold 89.8% and 10.2% of the equity interest in Shanghai Ctrip Commerce Co., Ltd., respectively. (6) Hui Cao and Hui Wang hold 60% and 40% of the equity interest in Beijing Qu Na Information Technology Co., Ltd., respectively. 77 Table of Contents We are a holding company incorporated in the Cayman Islands and rely on dividends from our subsidiaries in China and globally and consulting and other fees paid to our subsidiaries by the VIEs in China. We conduct a majority of our business through our wholly-owned subsidiaries in China. PRC laws and regulations restrict foreign investment in certain businesses, including the value-added telecommunications industry. As a result, we conduct part of our business through a series of contractual arrangements between our PRC subsidiaries and the VIEs. As of December 31, 2025, significant VIEs and VIEs’ subsidiaries included Ctrip Commerce (VIE), Shanghai Huacheng (VIE), and Qunar Beijing (VIE). The contractual arrangements that we entered into with the VIEs may be amended and/or restated from time to time. We optimize the functions of various VIEs from time to time to avoid duplicative operations among these VIEs. As of the date of this annual report, some of our employees and senior consultants are principal record owners of the VIEs. Each of them has signed an irrevocable power of attorney to appoint the primary beneficiary of the applicable VIE or its designated person, as attorney-in-fact to vote, by itself or any other person to be designated at its discretion, on all matters of the VIEs. Each power of attorney will remain effective during the existence of the applicable VIE. D. Property, Plant and Equipment The properties and facilities that we owned as of March 31, 2026 had over 278,000 square meters in aggregate, primarily used for our customer service centers and office premises. As of March 31, 2026, the gross floor area of our leased properties for commercial use amounted to over 710,000 square meters. These leased properties primarily relate to office space and accommodation services.