Exclusive Option Agreement



 Exhibit 4.9 
 Exclusive Option Agreement 
 This Exclusive Option Agreement (this “Agreement”)
is executed by and among the parties below as of September 10, 2003: 
  

	(1)	Party A: Ctrip.com (Hong Kong) Limited, a limited liability company set up and existing under the laws of Hong Kong, with its registered address at Ctrip.com (Hong
Kong) Limited, Unit 2001, The Centrium, 60 Wyndham Street, Central, Hong Kong; 

  

	(2)	Party B: Min Fan Chinese identification card No.:[redacted] Home address: [redacted]; and 


 

	(3)	Party C: Shanghai Ctrip Commerce Co., Ltd., a limited liability company established and existing under the PRC laws, and the registered address is No. 628,
Hongqiao Road, Shanghai. 

 In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party,”
and they shall be collectively referred to as the “Parties.” 
 Whereas: 

 

	(1)	Party B holds 49% of the shares in Party C. 

  

	(2)	Party B and Party A executed a loan agreement on September 10, 2003 (the “Loan Agreement”). 


 

	(3)	Party C has executed a series of agreements such as the “Consulting Services Agreement” with Ctrip Computer Technology (Shanghai) Limited, a wholly owned
foreign entity set up by Party A in China (“Ctrip Shanghai”). 

 Now therefore, upon mutual discussions and
negotiations, the Parties have reached the following agreements: 
  

	1.	Stock option and sale 

  

	1.1	Stock option grant 

 Party B
hereby irrevocably grants to Party A an irrevocable right to purchase, or designate one or more persons (each, a “Designee”) to purchase, the shares of Party C then held by Party B at any time in part or in whole at Party A’s sole and
absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Stock Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Stock
Option. Party C hereby agrees to the grant by Party B of the Stock Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.


  
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	1.2	Steps for Exercise of Stock Option 

 Subject to the provisions of Chinese laws and regulations, Party A may exercise the Stock Option by issuing a written notice to Party B (the “Stock Option Notice”) and specifying the number of
shares to be purchased from Party B (the “Option Shares”). 
  

	1.3	Stock Option Price 

 Unless an
appraisal is required by Chinese laws applicable to the Stock Option exercised by Party A, the purchase price of the Option Shares (the “Stock Option Price”) shall equal the actual capital contributions paid in by Party B for the Option
Shares. 
  

	1.4	Transfer of Option Shares 

 For
each exercise of the Stock Option: 
  

	 	(a)	Party B shall cause to promptly convene a shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of Option Shares to Party A and
/ or the Designee(s); 

  

	 	(b)	Party B shall execute a share transfer contract with respect to each transfer with Party A and / or each Designee (whichever is applicable), in accordance with the
provisions of this Agreement and the Stock Option Notice regarding the Option Shares; 

  

	 	(c)	The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary
actions, to give valid ownership of the Option Shares to Party A and/or the Designee(s) unencumbered by any security interest and cause Party A and/or the Designee(s) to become the registered owner(s) of the Option Shares. For the purchase of this
section and this Agreement, “security interest” shall include security, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership detention or other security
arrangements, etc. To clarify, security interest shall not include any security interest generated under this Agreement and Party B’s Share Pledge agreement. The “Party B’s Share Pledge Agreement” as used in this section and this
Agreement shall refer to the Share Pledge Agreement executed by and between Ctrip Shanghai and Party B as of the even date hereof, whereby Party B pledges all of his shares in Party C to Ctrip Shanghai, in order to guarantee Party C’s
performance of its obligations under the “Consulting Services Agreement” executed by and between Party C and Ctrip Shanghai. 

  

	1.5	Payment for the Stock Option Price 

 In view of the fact that Party A and Party B have agreed in the Loan Agreement that any proceeds obtained by Party B through the transfer of its shares in Party C shall be used as consideration for
repayment of the loan provided by Party A in accordance with the Loan Agreement, when Party A exercises the Stock Option, the Stock Option Price shall be deemed as consideration for repaying the loan owed by Party B to Party A, and accordingly,
Party A shall no longer be required to pay any separate Stock Option Price to Party B. 

  
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	2.	Covenants regarding Stock Option 

  

	2.1	Covenants regarding Party C 


Party B and Party C hereby warrant the following: 
  

	 	(a)	Without the prior written consent of Party A or Ctrip Shanghai, they shall not in any manner supplement, change or amend the articles and by laws of Party C, increase
or decrease its registered capital, or change its structure of registered capital in any other manner; 

  

	 	(b)	Maintain Party C’s corporate existence in accordance with good financial and business standards and practices by prudently and effectively operating its business
and handling its affairs; 

  

	 	(c)	Without the prior written consent of Party A or Ctrip Shanghai, they shall not at any time following the date of execution hereof, sell, transfer, mortgage or dispose
of in any other manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest; 


 

	 	(d)	Without the prior written consent of Party A or Ctrip Shanghai, they shall not incur, inherit, guarantee for or suffer the existence of any debt, except for
(i) debt incurred in the ordinary course of business instead of that incurred through any loans; and (ii) debt already disclosed to Party A for which Party A’s written consent has been obtained; 


 

	 	(e)	Always operate all of Party C’s businesses during the ordinary course of business, to maintain the asset value of Party C and refrain from any action / omission
sufficient to affect Party C’s operating status and asset value; 

  

	 	(f)	Without the prior written consent of Party A or Ctrip Shanghai, they shall not execute any major contract, except contracts in the ordinary course of business (for
purpose of this subsection, a contract whose value exceeds RMB1 million shall be deemed a major contract); 

  

	 	(g)	Without the prior written consent of Party A or Ctrip Shanghai, they shall not provide any person with any loan or credit; 


 

	 	(h)	Provide Party A with information on Party C’s business operations and financial condition at Party A’s request; 


 

	 	(i)	Procure and maintain insurance from an insurance carrier acceptable to Party A, and the amount and types of coverage maintained shall be identical to the amount and
types of coverage usually maintained by companies that operate similar business and hold similar properties or assets in the same area where Party C is located; 


  
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	 	(j)	Without the prior written consent of Party A or Ctrip Shanghai, they shall not merge or be consolidated with any person, or acquire any person or make investments in
any person; 

  

	 	(k)	Immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C’s assets,
business and revenue; 

  

	 	(l)	To maintain the ownership by Party C of all of its assets, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all
necessary or appropriate complaints or raise necessary and appropriate defenses against all claims; 

  

	 	(m)	Without the prior written consent of Party A or Ctrip Shanghai, they shall not in any manner distribute stock dividends to the shareholders, provided that as soon as
Party A makes a request, they shall immediately distribute all distributable profits to the respective shareholders; and 

  

	 	(n)	At the request of Party A or Ctrip Shanghai, appoint any persons designated by Ctrip Shanghai as directors of Party C. 


 

	2.2	Covenants regarding Party B 


Party B hereby warrants the following: 
  

	 	(a)	Without the prior written consent of Party A or Ctrip Shanghai, Party B shall not at any time following the date of execution hereof sell, transfer, mortgage or dispose
of in any other manner any legal or beneficial interest in the shares of Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these shares in accordance with Party B’s Share Pledge
Agreement; 

  

	 	(b)	Cause the directors of Party C appointed by Party B not to approve the sale, transfer, mortgage or disposition in any other manner any legal or beneficial interest in
the shares of Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed on these shares in accordance with Party B’s Share Pledge Agreement; 


 

	 	(c)	Cause the directors of Party C appointed by Party B not to approve the merger or consolidation with any person, or the acquisition of or investment in any person,
without the prior written consent of Party A or Ctrip Shanghai; 

  

	 	(d)	Immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the shares of Party C held
by Party B; 


  
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	 	(e)	Cause the directors of Party C appointed by Party B to vote their approval of the transfer of the Option Shares as set forth in this Agreement;


  

	 	(f)	To maintain his ownership of Party C’s shares, execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or
appropriate complaints or raise necessary and appropriate defenses against all claims; 

  

	 	(g)	Appoint any Designee of Ctrip Shanghai as director of Party C, at the request of Party A or Ctrip Shanghai; 


 

	 	(h)	At the request of Party A at any time, promptly and unconditionally transfer its shares in Party C to Party A’s Designee(s) at any time, and waives its right of
first refusal to the share transfer by the other existing shareholder of Party C; and 

  

	 	(i)	Strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, effectively perform the
obligations thereunder, and refrain from any action/omission sufficient to affect the effectiveness and enforceability thereof. 

  

	3.	Representations and Warranties by Party B and Party C 

 Party B and Party C hereby represent and warrant to Party A, as of the date of execution of this Agreement and each date of transfer of the Option Shares, that: 

 

	 	(a)	They have the authority to execute and deliver this Agreement and any share transfer contracts to which they are a party concerning the Option Shares to be transferred
thereunder (each, a “Transfer Contract”), and to perform their obligations under this Agreement and any Transfer Contracts. The execution of this Agreement and the Transfer Contracts to which they are a party shall constitute their legal,
valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof; 

  

	 	(b)	The execution and delivery of this Agreement or any Transfer Contract and the obligations under this Agreement or any Transfer Contract shall not: (i) cause any
violation of any applicable Chinese laws; (ii) be inconsistent of their articles, bylaws or other organizational documents; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them,
or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and /or continued effectiveness of any licenses or permits issued to
either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them; 


 

	 	(c)	Party C has a good and merchantable title to all of its assets. Party C has not placed any security interest on the aforementioned assets; 


  
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	 	(d)	Party C does not have any outstanding debt, except for (i) debt incurred in the ordinary course of business; and (ii) debt already disclosed to Party A for
which Party A’s written consent has been obtained. 

  

	 	(e)	Party C has complied with all Chinese laws and regulations applicable to asset acquisitions; 


 

	 	(f)	Currently, there are no pending or possible litigation, arbitration or administrative proceedings relating to the shares or assets of Party C; and


  

	 	(g)	Party B has a good and merchantable title to the shares of Party C he holds, and has not placed any security interest on such shares. 


 

	4.	Effective date 

 This Agreement shall take
effect upon the date of execution of this Agreement and remain effective for a term of 10 years, and may be renewed for an additional 10 years at Party A’s election. 

 

	5.	Applicable laws and resolution of disputes 

  

	5.1	Applicable laws 

 The execution,
effectiveness, construction and performance of this Agreement and the resolution of disputes hereunder shall be subject to the protection and jurisdiction of formally published and publicly available laws of China. Matters not covered by formally
published and publicly available laws of China shall be governed by international legal principles and practices. 
  

	5.2	Methods of resolution of disputes 

 In the event of any dispute with respect to the construction and performance of the provisions of this Agreement, the Parties shall negotiate in good faith to resolve same. Upon failure by the Parties to
reach an agreement on the resolution of such a dispute within 30 days after any Party submits a request to resolve same through negotiations, any Party may submit the relevant dispute to the China International Economics and Foreign Trade
Arbitration Commission Shanghai Chapter for resolution by arbitration, in accordance with its then-effective arbitration rules. The arbitration shall be performed in Shanghai, and the language used during arbitration shall be Chinese. The
arbitration ruling shall be final and binding on both Parties. 
  

	6.	Taxes and fees 

 Each Party shall pay any and
all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with Chinese laws in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the
transactions contemplated under this Agreement and the Transfer Contracts. 

  
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	7.	Notices 

 The notices or other communications
required of any Party shall be in writing in Chinese or English, and shall be sent to the following addresses of other Parties or other designated addresses in notices from such a Party from time to time via personal delivery, letter or facsimile.
The date on which such a notice shall be deemed actually served shall be determined as follows: (a) if a notice is sent via personal delivery, it shall be deemed actually served on the date of such personal delivery; (b) if a notice is
sent via letter, on the tenth day (as indicated by the postmark) after the letter is sent via registered air mail, postage prepaid, or on the fourth day after the notice is given to an internationally recognized express mail carrier, it shall be
deemed actually served; and (c) if a notice is sent via facsimile, the time of receipt shown on the transmission acknowledge sheet of the document shall be deemed the time of actual service. 

To Party A: 
 Ctrip.com (Hong Kong) Limited

 Room 2001, The Centrium, 60 Wyndham Street 
 Central, Hong Kong 
 Facsimile: (00852) 21690920 

Phone: (00852) 21690911 
 Attn: Neil Shen

 To Party B: 
 Name: Min Fan

 Address: [redacted] 
 Facsimile:
[redacted] 
 Phone: [redacted] 
 To
Party C: 
 Name: Shanghai Ctrip Commerce Co., Ltd. 
 Address: No. 628 Hongqiao Road, Shanghai 
 Facsimile: (021) 54261600 

Phone: (021) 34064880 
  

	8.	The duty to maintain confidentiality 

 The
Parties acknowledge that any oral or written information exchanged among them with respect to this Agreement is confidential information. Each Party shall maintain the confidentiality of all such information, and without obtaining the written
consent of other Parties, it shall not disclose any relevant information to any third parties, except in the following circumstances: (a) such information is or will be in the public domain (provided that this is not the result of a public
disclosure by the receiving party); (b) information disclosed as required by applicable laws or rules or regulations of any stock exchange; or (c) information required to be disclosed by any Party to its legal counsel or financial advisor
regarding the transaction contemplated hereunder, and such legal counsel or financial advisor are also required to be bound by confidentiality duties similar to the duties in this section. Disclosure of a secret by the staff members or agency hired
by any Party shall be deemed disclosure of a secret by such a Party, which shall be held liable for breach of this Agreement. This section shall survive the termination of this Agreement for any reason. 

  
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	9.	Further warranties 

 The Parties agree to
promptly execute documents that are reasonably required for the implementation of the provisions and purposes of this Agreement or that are conducive thereto, and take further actions that are reasonably required for the implementation of the
provisions and purposes of this Agreement or that are conducive thereto. 
  

	10.	Miscellaneous 

  

	10.1	Amendments, changes and supplements Any amendments, changes and supplements to this Agreement shall require the execution of a written agreement by all of the Parties.


  

	10.2	Compliance with laws and regulations Each of the Parties shall comply with all formally published and publicly available laws and regulations of China and ensure that
the operations of each of the Parties are in compliance with all formally published and publicly available laws and regulations of China. 

  

	10.3	Entire contract 

 Except the
written amendments, supplements or changes executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter thereof, and shall supercede
all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement. 
  

	10.4	Headings 

 The headings of this
Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement. 
  

	10.5	Languages 

 This Agreement is in
writing in Chinese in triplicate copies. 
  

	10.6	Severability 

 In the event that
one or several of the provisions of this Agreement are ruled invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not
be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions, and the economic effect of such effective provisions shall be as close as
possible to the economic effect of those invalid, illegal or unenforceable provisions. 

  
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	10.7	Successors 

 This Agreement
shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties. 
  

	10.8	Survival 

  

	 	(a)	Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or
early termination thereof. 

  

	 	(b)	The provisions of Articles 5 and 7 and this Section 10.8 shall survive the termination of this Agreement. 


 

	10.9	Waivers 

 Any Party may waive
the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall
operate as a waiver by such a Party with respect to any similar breach in other circumstances. 

  
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 IN WITNESS WHTEREOF, the Parties have caused their respective duly authorized representatives to execute
this Agreement as of the date first above written. 
 Party A: Ctrip.com (Hong Kong) Limited 

Authorized representative: /s/ Nanpeng Shen 

Party B: 
 Signed: /s/ Min Fan 

Party C: Shanghai Ctrip Commerce Co., Ltd. 

Authorized representative: /s/ Min Fan 

  
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 Schedule A 
 The following schedule sets forth all other similar agreements the registrant entered with each of its affiliated Chinese entities and the material differences between such other agreements and this
exhibit. 
  

																	
	 	 	 VIE
	 	 Executing Parties
	 	 Execution

Date
	 	 Status
	 	 Description of Exclusive

Option
	 	 Conditions for Exercise of

Exclusive Right
	 	
Term of Exclusive
Option Agreement
and Right of
Termination
	 	
Provisions
of
Restrictions
on Dividend
Distribution
and Receipt

	  
 Form Agreement
	 	  
 Tujia Online Information Technology (Beijing) Co.,
Ltd.
	 	  
 Party A: Ctrip Computer Technology (Shanghai) Co.,
Ltd.
 Party B: Jun Luo
 Party C: Tujia
Online Information Technology (Beijing) Co., Ltd.
	 	  
 10/12/2011
	 		 	  
 Identical among all agreements: Party B
hereby irrevocably grants to Party A an irrevocable right to purchase, or designate one or more persons (each, a “Designee”) to purchase, the shares of Party C then held by Party B at any time in part or in whole according to the exercise
steps at Party A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Stock Option”). Except for Party A and the Designee(s), no other
person shall be entitled to the Stock Option.
	 	  
 Identical among all agreements: For each
exercise of the Stock Option:
 (a)

Party B shall cause Party C to promptly convene a shareholders meeting, at which a resolution shall be adopted approving Party B’s transfer of Option
Shares to Party A and / or the Designee(s);
 (b)
 Party B shall execute a share transfer contract with respect to each transfer with Party A and / or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the
Stock Option Notice regarding the Option Shares;
 (c)
 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and
	 	  
 Identical among all agreements: This
agreement shall remain effective for a term of 10 years, and may be renewed for an additional 10 years at Party A’s election.
	 	  
 None

	 		 		 		 		 	 	 	 
	 	  
 Shanghai Quanlv Network Technology Co., Ltd.
	 	  
 Party A: Ctrip Computer Technology (Shanghai) Co.,
Ltd.
 Party B: Maohua Sun
 Party C:
Shanghai Quanlv Network Technology Co., Ltd.
	 	  
 5/16/2011
	 		 	 	 	 
	 		 		 		 		 	 	 	 


  
 11 










																	
	 	 	 VIE
	 	 Executing Parties
	 	 Execution

Date
	 	 Status
	 	 Description of Exclusive

Option
	 	 Conditions for Exercise of

Exclusive Right
	 	
Term of Exclusive
Option Agreement
and Right of
Termination
	 	
Provisions
of
Restrictions
on Dividend
Distribution
and Receipt

		 	Shanghai Quanlv Network Technology Co., Ltd.	 	 Party A: Ctrip Computer Technology (Shanghai) Co., Ltd.
 Party B: Min Fan
 Party C: Shanghai Quanlv Network Technology Co., Ltd.
	 	10/18/2010	 		 		 	permits and take all necessary actions, to give valid ownership of the Option Shares to Party A and/or the Designee(s) unencumbered by any security interest and cause
Party A and/or the Designee(s) to become the registered owner(s) of the Option Shares. For the purchase of this section and this Agreement, “security interest” shall include security, mortgages, third party’s rights or interests, any
stock options, acquisition right, right of first refusal, right to offset, ownership detention or other security arrangements, etc. To clarify, security interest shall not include any security interest generated under this Agreement and VIE Share
Pledge agreement. The “VIE Share Pledge Agreement” as used in this section and this Agreement shall refer to the Share Pledge Agreement executed by and between Party A and Party B as of the even date hereof, whereby Party B pledges all of
his shares in Party C to Party A, in order to guarantee Party C’s performance of its obligations under the “Consulting Services Agreement” executed by and between the shareholders and Party A.	 		 	
		 	  
 Beijing Ctrip International Travel Agency Co.,
Ltd.
	 	  
 Party A: Ctrip Computer Technology (Shanghai) Co.,
Ltd.
 Party B: Maohua Sun
 Party C:
Beijing Ctrip International Travel Agency Co., Ltd.
	 	  
 5/16/2011
	 		 	 	 	 
		 	  
 Shanghai Huacheng Southwest Travel Agency Co.,
Ltd.
	 	  
 Party A: Ctrip Computer Technology (Shanghai) Co.,
Ltd.
 Party B: Maohua Sun
 Party C:
Shanghai Huacheng Southwest Travel Agency Co., Ltd.
	 	  
 5/16/2011
	 		 	 	 	 
		 	  
 Shanghai Ctrip Commerce Co., Ltd.
	 	  
 Party A: Ctrip Computer Technology (Shanghai) Co.,
Ltd.
 Party B: Maohua Sun
 Party C:
Shanghai Ctrip Commerce Co., Ltd.
	 	  
 5/16/2011
	 	  
 A supplemental agreement was executed on September 16,
2011, whereby Party B increases its capital contribution to the VIE, but its shareholding proportion remains unchanged.
	 	 	 	 
		 	  
 Nantong Tongcheng Information Technology Co.,
Ltd.
	 	  
 Party A: Ctrip Computer Technology (Shanghai) Co.,
Ltd.
 Party B: Fengying Zhang
 Party C:
Nantong Tongcheng Information Technology Co., Ltd.
	 	  
 3/30/2007
	 		 	 	 	 


  
 12 










																	
	 	 	 VIE
	 	 Executing Parties
	 	 Execution

Date
	 	 Status
	 	 Description of Exclusive

Option
	 	 Conditions for Exercise of

Exclusive Right
	 	
Term of Exclusive
Option Agreement
and Right of
Termination
	 	
Provisions
of
Restrictions
on Dividend
Distribution
and Receipt

		 	Shanghai Ctrip Charming International Travel Agency Co., Ltd.	 	 Party A: Ctrip.com (Hong Kong) Limited
 Party B: Min Fan
 Party C: Shanghai Ctrip Charming International Travel Agency Co.,
Ltd.
	 	11/5/2003	 		 		 		 		 	
		 	Beijing Ctrip International Travel Agency Co., Ltd.	 	 Party A: Ctrip.com (Hong Kong) Limited
 Party B: Min Fan
 Party C: Beijing Ctrip International Travel Agency Co., Ltd.
	 	9/10/2003	 		 	 	 	 
		 	Shanghai Ctrip Commerce Co., Ltd.	 	 Party A: Ctrip.com (Hong Kong) Limited
 Party B: Min Fan
 Party C: Shanghai Ctrip Commerce Co., Ltd.
	 	9/10/2003	 	A supplemental agreement was executed on September 16, 2011, whereby Party B increases its capital contribution to the VIE, but its shareholding proportion remains
unchanged.	 	 	 	 


  
 13 










																	
	 	 	 VIE
	 	 Executing Parties
	 	 Execution

Date
	 	 Status
	 	 Description of Exclusive

Option
	 	 Conditions for Exercise of

Exclusive Right
	 	
Term of Exclusive
Option Agreement
and Right of
Termination
	 	
Provisions
of
Restrictions
on Dividend
Distribution
and Receipt

		 	Shenzhen Ctrip Travel Agency Co., Ltd.	 	 Party A: Ctrip.com (Hong Kong) Limited
 Party B: Jianmin Zhu
 Party C: Shenzhen Ctrip Travel Agency Co., Ltd.
	 	8/1/2004	 		 		 		 		 	
		 	Shenzhen Ctrip Travel Agency Co., Ltd.	 	 Party A: Ctrip.com (Hong Kong) Limited
 Party B: Min Fan
 Party C: Shenzhen Ctrip Travel Agency Co., Ltd.
	 	2/6/2004	 		 	 	 	 
		 	Guangzhou Ctrip Travel Agency Co., Ltd.	 	 Party A: Ctrip.com (Hong Kong) Limited
 Party B: Jianmin Zhu
 Party C: Guangzhou Ctrip Travel Agency Co., Ltd.
	 	8/1/2004	 		 	 	 	 
		 	Guangzhou Ctrip Travel Agency Co., Ltd.	 	 Party A: Ctrip.com (Hong Kong) Limited
 Party B: Min Fan
 Party C: Guangzhou Ctrip Travel Agency Co., Ltd.
	 	9/10/2003	 		 	 	 	 


  
 14 










																	
	 	 	 VIE
	 	 Executing Parties
	 	 Execution

Date
	 	 Status
	 	 Description of Exclusive

Option
	 	 Conditions for Exercise of

Exclusive Right
	 	
Term of Exclusive
Option Agreement
and Right of
Termination
	 	 Provisions
of
Restrictions
on Dividend
Distribution
and Receipt

	Variation I	 	  
 Hainan Sweetome Hotel Management Co., Ltd.
	 	  
 Party A: Ctrip Computer Technology (Shanghai) Co., Ltd.

Party B: Maohua Sun
 Party C: Hainan Sweetome
Hotel Management Co., Ltd.
	 	  
 8/2/2011
	 		 	No difference	 	No difference	 	  
 It is specified in the Form Agreement that the
agreement may be extended for 10 years upon its expiry at the election of Party A, but in this Agreement it is modified as “This agreement may be renewed automatically upon its expiry.
	 	No difference
	 	  
 Hainan Sweetome Hotel Management Co., Ltd.
	 	  
 Party A: Ctrip Computer Technology (Shanghai) Co., Ltd.

Party B: Jun Luo
 Party C: Hainan Sweetome Hotel
Management Co., Ltd.
	 	  
 10/12/2011
	 		 	 	 	 
	 	  
 Tujia Online Information Technology (Beijing) Co.,
Ltd.
	 	  
 Party A: Ctrip Computer Technology (Shanghai) Co., Ltd.

Party B: Maohua Sun
 Party C: Tujia Online
Information Technology (Beijing) Co., Ltd.
	 	  
 6/20/2011
	 		 	 	 	 


  
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