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Name | Symbol | Market | Type |
---|---|---|---|
Ctrip Com International Ltd | NASDAQ:CTRP | NASDAQ | Depository Receipt |
Price Change | % Change | Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 34.93 | 34.90 | 35.14 | 0 | 01:00:00 |
1
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NAMES OF REPORTING PERSONS
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MIH Internet SEA Private Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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4,108,831 Ordinary Shares
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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4,108,831 Ordinary Shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,108,831 Ordinary Shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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5.6%*
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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*
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The above calculation is based upon 73,548,672 issued and outstanding Ordinary Shares (excluding 2,929,123 treasury shares of the Issuer and 1,915,564 Ordinary Shares issued to Bank of New
York Mellon, the depositary of the Issuer’s (as defined below) ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s stock incentive plans and for the
Issuer’s treasury ADSs, and including 4,108,831 Ordinary Shares issued to MIH Internet SEA Private Limited under the Share Purchase Agreement, as defined below), as of the Closing Date.
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1
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NAMES OF REPORTING PERSONS
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Naspers Limited
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
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||
(b)
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☐
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||||
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See Item 3)
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||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
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☐
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||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of South Africa
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
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SOLE VOTING POWER
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|
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0
|
|
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|||
|
|
||||
8
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SHARED VOTING POWER
|
|
|
||
4,108,831 Ordinary Shares
|
|
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|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,108,831 Ordinary Shares
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,108,831 Ordinary Shares
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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||
5.6%*
|
|
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|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
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*
|
The above calculation is based upon 73,548,672 issued and outstanding Ordinary Shares (excluding 2,929,123 treasury shares of the Issuer and 1,915,564 Ordinary Shares issued to Bank of New York Mellon, the
depositary of the Issuer’s (as defined below) ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s stock incentive plans and for the Issuer’s treasury ADSs,
and including 4,108,831 Ordinary Shares issued to MIH Internet SEA Private Limited under the Share Purchase Agreement, as defined below), as of the Closing Date.
|
(a)
|
See Items 7 through 13 on the cover pages to this Statement on Schedule 13D, which are incorporated by reference in their entirety into this Item 5(a). MIH is the holder
of record of the Purchase Shares. Each of the Naspers Entities may be considered to beneficially own in aggregate 4,108,831 Ordinary Shares, representing 5.6% of the Issuer’s Ordinary
Shares, by virtue of its direct and indirect ownership of all of the equity and voting power in MIH B2C and 91.29% of the equity and voting power in MIH. The percentage of Ordinary Shares beneficially owned by the Naspers Entities is
based upon 73,548,672 issued and outstanding Ordinary Shares (excluding 2,929,123 treasury shares of the Issuer and 1,915,564 Ordinary Shares issued to Bank of New York Mellon, the depositary of the Issuer’s ADS program, for bulk
issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under the Issuer’s stock incentive plans and for the Issuer’s treasury ADSs, and including 4,108,831 Ordinary Shares issued to MIH Internet
SEA Private Limited under the Share Purchase Agreement), as of the Closing Date.
|
(b)
|
As of the date hereof, and as a result of the Reporting Persons’ beneficial ownership, in aggregate, of 4,108,831 Ordinary Shares, the Reporting
Persons are deemed to beneficially own, in aggregate, by reason of the provisions of Rule 13d-3 under the Act, 4,108,831 Ordinary Shares. The number of Ordinary Shares as to which there is
sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition, or shared power to dispose or direct the disposition for the Reporting Persons is set forth in Items 7
through 13 on the cover pages to this Statement on Schedule 13D, which are incorporated by reference in their entirety into this Item 5(b). See Item 2 of this Statement on Schedule 13D for information on the Naspers Entities.
|
(c)
|
Except as reported in this Statement on Schedule 13D, there have been no transactions effected by the Reporting Persons with respect to any Ordinary Shares in the past 60 days.
|
(d)
|
MIH is currently the only person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Purchase Shares.
|
(e)
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Not applicable.
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||
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||
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MIH Internet SEA Private Limited | ||||
|
By:
|
/s/ Roger Clark Rabalais | ||
Name: | Roger Clark Rabalais | |||
Title: | Director | |||
Naspers Limited | ||||
|
By:
|
/s/ Pat Kolek | ||
Name: | Pat Kolek | |||
Title: | Group Chief Operating Officer | |||
Entity
|
Name, state or other place of
organization |
Address of the principal business and principal office
|
MIH Internet SEA Private Limited
|
Singapore
|
#13-10 Parkview Square
600 North Bridge Road Singapore 188778 |
MIH B2C Holdings B.V.
|
The Netherlands
|
Taurusavenue 105
2132LS Hoofddorp The Netherlands |
Myriad International Holdings N.V.
|
The Netherlands
|
Taurusavenue 105
2132LS Hoofddorp The Netherlands |
MIH Holdings (Pty) Limited
|
South Africa
|
4th Floor
173 Oxford Road Rosebank South Africa 2196 |
Naspers Limited
|
South Africa
|
40 Heerengracht
Cape Town South Africa 8001 |
Name
|
Country of Citizenship
|
Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a Company)
|
Marian Ho Wui Mee
|
Singapore
|
Director
80 Raffles Place #33-00 UOB Plaza 1 Singapore 048624 |
Roger Rabalais
|
USA
|
Director
Taurusavenue 105 213LS Hoofddorp The Netherlands |
Beke Annamaria
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Hungary
|
Director
Taurusavenue 105 213LS Hoofddorp The Netherlands |
Name
|
Country of Citizenship
|
Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a Company)
|
Beke Annamaria
|
Hungary
|
Director
Taurusavenue 105 213LS Hoofddorp The Netherlands |
Serge de Reus
|
Netherlands
|
Director
Taurusavenue 105 2132LS Hoofddorp The Netherlands |
Roger Clark Rabalais
|
USA
|
Director
Taurusavenue 105 2132LS Hoofddorp The Netherlands |
Niels Brouwer
|
Netherlands
|
Director
Taurusavenue 105 2132LS Hoofddorp The Netherlands |
Name
|
Country of Citizenship
|
Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a Company)
|
Bob van Dijk
|
The Netherlands
|
Executive director and chief executive: Naspers Limited
Taurusavenue 105 2132LS Hoofddorp The Netherlands |
Vasileios Sgourdos
|
Dual: South Africa/Greece
|
Financial Director: Naspers Limited
3505-6, 35th Floor Tower 2, Lippo Centre 89 Queensway, Admiralty Hong Kong |
Jacobus Petrus Bekker
|
Dual: South Africa/The Netherlands
|
Non-executive chair: Naspers Limited
40 Heerengracht Cape Town 8001 |
Donald Gordon Eriksson
|
South Africa
|
Non-executive director: Naspers Limited
Unit 5, Fair Oaks 230 Willson Street Fairlands 2195 |
Francis Lehlohonolo Napo Letele
|
South Africa
|
Non-executive director: Naspers Limited
4th Floor 173 Oxford Road Rosebank 2196 |
Craig Lawrence Enenstein
|
United States
|
Chief executive officer: Corridor Capital and Non-executive director: Naspers Limited
12400 Wilshire Boulevard Suite 645 Los Angeles CA 90025 |
Rachel Catharina Cornelia Jafta
|
South Africa
|
Professor: Stellenbosch University and Non-executive director: Naspers Limited
Dept. Economics Room 516, Schumann Building Bosman Street Stellenbosch 7600 |
Debra Meyer
|
South Africa
|
Professor: University of Johannesburg (UJ) and Non-executive director: Naspers Limited
Faculty of Science C Ring 212 Kingsway Campus Aucklandpark 2006 |
Benedict James van Der Ross
|
South Africa
|
Non-executive director: Naspers Limited
Silvertree Estate 3 Eton Way Westlake Cape Town |
Tshamano Mohau Frederik Phaswana
|
Dual: South Africa/Belgium
|
Non-executive director: Naspers Limited
c/o Eilidh Green Standard Bank Executive Floor 5 Simmonds Street, Johannesburg 2001 |
Hendrik Jacobus du Toit
|
Dual: South Africa/United Kingdom
|
Chief executive: Investec Asset Management and Non-executive director: Naspers Limited
25 Basinghall Street London, EC2V 5HA |
Mark Remon Sorour
|
South Africa
|
Non-executive director: Naspers Limited
40 Heerengracht Cape Town 8001 |
Roberto Oliveira de Lima
|
Brazil
|
Non-executive director: Naspers Limited
Rua Armando Petrella 431 Torre 7 UN. 10 CEP 05679 010 São Paulo SP Brazil |
Emilie Choi
|
USA
|
Non-executive director: Naspers Limited
548 Market St #23008 San Francisco CA 94104 |
Stephan Joseph Zbigniew Pacak
|
Dual: South Africa/United Kingdom
|
Non-executive director: Naspers Limited
40 Heerengracht Cape Town 8001 |
Jacobus du Toit Stofberg
|
Dual: South Africa/United Kingdom
|
Non-executive director: Naspers Limited
Flat 6, Bellmoor East Heath Road Hampstead, London NW3 1DY |
Name
|
Country of Citizenship
|
Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a Company)
|
Bob van Dijk
|
The Netherlands
|
Executive director and chief executive: Naspers Limited
Taurusavenue 105 2132LS Hoofddorp The Netherlands |
Vasileios Sgourdos
|
Dual: South Africa/Greece
|
Financial Director: Naspers Limited
3505-6, 35th Floor Tower 2, Lippo Centre 89 Queensway, Admiralty Hong Kong |
Nicolaas Jacobus Marais
|
South Africa
|
Director
40 Heerengracht Cape Town 8001 |
Karen Monica Rosingana
|
South Africa
|
Director
4th Floor 173 Oxford Road Rosebank |
Name
|
Country of Citizenship
|
Current Principal Occupation or Employment (and business address and principal business of any corporation or other organization other than a Company)
|
Bob van Dijk
|
The Netherlands
|
Executive director and chief executive: Naspers Limited
Taurusavenue 105 2132LS Hoofddorp The Netherlands |
Vasileios Sgourdos
|
Dual: South Africa/Greece
|
Financial Director: Naspers Limited
3505-6, 35th Floor Tower 2, Lippo Centre 89 Queensway, Admiralty Hong Kong |
Jacobus Petrus Bekker
|
Dual: South Africa/The Netherlands
|
Non-executive chair: Naspers Limited
40 Heerengracht Cape Town 8001 |
Donald Gordon Eriksson
|
South Africa
|
Non-executive director: Naspers Limited
Unit 5, Fair Oaks 230 Willson Street Fairlands 2195 |
Francis Lehlohonolo Napo Letele
|
South Africa
|
Non-executive director: Naspers Limited
4th Floor 173 Oxford Road Rosebank 2196 |
Craig Lawrence Enenstein
|
United States
|
Chief executive officer: Corridor Capital and Non-executive director: Naspers Limited
12400 Wilshire Boulevard Suite 645 Los Angeles CA 90025 |
Rachel Catharina Cornelia Jafta
|
South Africa
|
Professor: Stellenbosch University and Non-executive director: Naspers Limited
Dept. Economics Room 516, Schumann Building Bosman Street Stellenbosch 7600 |
Debra Meyer
|
South Africa
|
Professor: University of Johannesburg (UJ) and Non-executive director: Naspers Limited
Faculty of Science C Ring 212 Kingsway Campus Aucklandpark 2006 |
Benedict James van Der Ross
|
South Africa
|
Non-executive director: Naspers Limited
Silvertree Estate 3 Eton Way Westlake Cape Town |
Tshamano Mohau Frederik Phaswana
|
Dual: South Africa/Belgium
|
Non-executive director: Naspers Limited
c/o Eilidh Green Standard Bank Executive Floor 5 Simmonds Street, Johannesburg 2001 |
Hendrik Jacobus du Toit
|
Dual: South Africa/United Kingdom
|
Chief executive: Investec Asset Management and Non-executive director: Naspers Limited
25 Basinghall Street London, EC2V 5HA |
Mark Remon Sorour
|
South Africa
|
Non-executive director: Naspers Limited
40 Heerengracht Cape Town 8001 |
Roberto Oliveira de Lima
|
Brazil
|
Non-executive director: Naspers Limited
Rua Armando Petrella 431 Torre 7 UN. 10 CEP 05679 010 São Paulo SP Brazil |
Emilie Choi
|
USA
|
Non-executive director: Naspers Limited
548 Market St #23008 San Francisco CA 94104 |
Stephan Joseph Zbigniew Pacak
|
Dual: South Africa/United Kingdom
|
Non-executive director: Naspers Limited
40 Heerengracht Cape Town 8001 |
Jacobus du Toit Stofberg
|
Dual: South Africa/United Kingdom
|
Non-executive director: Naspers Limited
Flat 6, Bellmoor East Heath Road Hampstead, London NW3 1DY |
1 Year Ctrip Com Chart |
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