CTRIP.COM INTERNATIONAL, LTD.
13,290,000 AMERICAN DEPOSITARY SHARES
EACH REPRESENTING 0.5 ORDINARY SHARES
PAR VALUE $0.01 PER SHARE
Morgan Stanley & Co. International plc
25 Cabot Square, Canary Wharf
London E14 4QA
Ladies and Gentlemen:
Rakuten, Inc., a joint stock corporation incorporated under the laws of Japan (the “Selling Shareholder”) proposes to sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 13,290,000 American depositary shares (“ADSs”) of Ctrip.com International, Ltd., an exempted company limited by shares under the laws of the Cayman Islands (the “Company”) (such ADSs, the “Offered ADSs”) each representing 0.5 ordinary shares of the Company, par value $0.01 per share (“Ordinary Shares”).
The Offered ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement (the “Deposit Agreement”) dated as of December 8, 2003, as amended, among the Company, The Bank of New York, as depositary (the “Depositary”) and the holders from time to time of the ADRs.
The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement, including a prospectus, (the file number of which is set forth in Schedule I hereto) on Form F-3, relating to the securities (the “Shelf Securities”), including the Ordinary Shares underlying the Offered ADSs, to be issued from time to time by the Company. The registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”, and the related prospectus covering the Shelf Securities dated August 6, 2007 in the form first used to confirm sales of the Offered ADSs (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Base Prospectus.” The Base Prospectus, as supplemented by the prospectus supplement specifically relating to the Ordinary Shares underlying the Offered ADSs in the form first used to confirm sales of the Offered ADSs (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Prospectus,” and the term “preliminary prospectus” means any preliminary form of the Prospectus. For purposes of this
Agreement, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale Prospectus” means the Base Prospectus together with the free writing prospectuses, if any, each identified in Schedule I hereto. As used herein, the terms “Registration Statement,” “Base Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. The terms “supplement,” “amendment,” and “amend” as used herein with respect to the Registration Statement, the Base Prospectus, the Time of Sale Prospectus, any preliminary prospectus or free writing prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference therein.