Supplemental Agreement to the Exclusive Option Agreement



 Exhibit 4.32 
 Supplemental Agreement to the Exclusive Option Agreement 
 Ctrip.com
(Hong Kong) Limited (“Party A,” address: Unit 2001, The Centrium, 60 Wyndham Street, Central, Hong Kong), Mr. Min Fan (“Party B,” residence: [redacted], ID No.: [redacted]), Shanghai Ctrip Charming International Travel
Agency Co., Ltd.1 (“Party C,” address: 2nd floor, Building A, 1230 Si Ping Road, Shanghai) and Ctrip Computer
Technology (Shanghai) Co., Ltd. (“Party D,” address: 3rd floor, Building 63, Hong Cao Road, Shanghai) hereby enter into this Supplemental Agreement as follows: 
 Whereas 
 Whereas, Party A, Party B and Party C entered into an Exclusive Option
Agreement (the “Agreement”) on November 5, 2003, 
 Whereas, the four Parties hereto wish to further amend the terms of
the Agreement; 
 Therefore, upon consensus, the four Parties hereto enter into the following: 

 

	4	In light of Party B’s increase in its capital contribution to Party C, the equity interest held by Party B in Party C will be changed from formerly 66% to
currently 89.8%. 

  

	5	Pursuant to the Supplemental Agreement to the Loan Agreement entered into by and among Party A, Party B and Party D on May 26, 2006, Party A has assigned and
transferred to Party D the creditor’s rights attached to its loans owed to Party B, and on the other hand, Party D has borrowed additional loans from Party B. In consideration of the above, all the rights and obligations of Party A under the
Agreement will be enjoyed and undertaken by Party D, and all the four Parties hereby consent to the transfer of the exclusive option. 

  

	6	Except for the amendments made hereinabove, all the remaining terms of the Agreement shall remain unchanged and continue to be legally binding.


 In witness whereof, this Supplemental Agreement has been executed by the Parties on July 21, 2006. 

 

			
	 Party A: Ctrip.com (Hong Kong) Limited
 (seal)
	  	Party B: Min Fan
		
	 Authorized Signature(s):
 /s/
Jane Jie Sun
	  	Signature: /s/ Min Fan
		
	 Party C: Shanghai Ctrip Charming

International Travel Agency Co., Ltd. (seal)
  

Authorized Signature(s): /s/ Min Fan
	  	 Party D: Ctrip Computer Technology (Shanghai)
 Co., Ltd. (seal)
  
 Authorized
Signature(s): /s/ Authorized Signatory


  

	1 	 Predecessor of Shanghai Ctrip International Travel Agency Co., Ltd. 



  
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 Schedule A 
 The following schedule sets forth all other currently effective supplement agreements to exclusive option agreements the registrant entered with each of its affiliated Chinese entities and the material
differences between such other supplemental agreements and this exhibit. 
  

											
	 	  	Version	 	  	 Executing Parties
	  	 Summary
	  	 Differences compared with the
Form
Agreement

	Supplemental
Agreement to
Exclusive
Option
Agreement	  	 
 	Form
Agreement	  
  	  	 Buyer: Ctrip Computer Technology (Shanghai) Co., Ltd.

Shareholder: Maohua Sun
 Company: Shanghai Ctrip
Commerce Co., Ltd.
	  	Execution Date: September 16, 2011	  	No difference in format, while the parties to the agreements or the shareholding percentages are changed.
	  	  	  
 Buyer: Ctrip.com (Hong Kong) Limited

Shareholder: Min Fan
 Company: Shanghai Ctrip
Commerce Co., Ltd.
	  	  
 Execution Date: January 15, 2004 November
20, 2006
	  
					
		  	 	Differences	  	  	  
 Party A: Ctrip.com (Hong Kong) Limited

Party B: Min Fan
 Party C: Shanghai Ctrip
Commerce Co., Ltd.
 Party D: Ctrip Computer Technology (Shanghai) Co., Ltd.
	  	  
 Execution Date: September 16, 2011
	  	  
 Assignment of the exclusive option from Party A to Party D with
respect to the equity interest held by Party B, the nominee shareholder.



  
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