Trip.com Group 2025 Annual Report: Critical Developments, Risks, and Shareholder Updates

Key Points from the 2025 Annual Report

• Strong Financial Performance: Trip.com Group reported robust net income for the years 2023, 2024, and 2025, recording RMB10.0 billion, RMB17.2 billion, and RMB33.4 billion (US\$4.8 billion) respectively. The company generated net cash from operating activities of RMB22.0 billion, RMB19.6 billion, and RMB14.4 billion (US\$2.1 billion) for those years.
• Revenue Breakdown for 2025: The company derived approximately 42% of total revenues from accommodation reservations, 36% from transportation ticketing, 7% from packaged tours, 5% from corporate travel, and 10% from other products and services.
• Significant Investment in Product Development: In 2025, Trip.com Group invested RMB15.1 billion (US\$2.2 billion) in product development, demonstrating a focus on organic growth, new business initiatives, and technological advancements.
• Regulatory Risks in China: The company highlighted substantial legal and operational risks related to doing business in China, especially regarding compliance with evolving PRC laws and regulations, anti-monopoly investigations, and cybersecurity/data privacy oversight. The PRC government’s significant oversight and discretion over the company’s operations was emphasized as a material risk.
• Pending and Ongoing Regulatory Actions: In January 2026, the State Administration for Market Regulation (SAMR) in China initiated an investigation into whether Trip.com Group had abused a dominant market position in violation of the PRC Anti-Monopoly Law. This investigation is ongoing and could materially impact the company’s operations and share value.
• Securities Litigation: Following the SAMR investigation, a putative securities class action was filed in March 2026 in the United States District Court for the Eastern District of New York. The lawsuit alleges that the company made false or misleading statements in its 2023 and 2024 annual reports, relating to the investigation.
• Internal Controls: The company reported effective internal control over financial reporting as of December 31, 2025, with both management and the independent auditor attesting to their effectiveness.
• Capital Return Policy: In November 2023, the board adopted a regular capital return policy, including discretionary annual share repurchases and cash dividend declarations, commencing from 2024. The board retains discretion over the form, timing, and amount of capital return measures.
• Convertible Senior Notes: In June 2024, Trip.com Group issued US\$1.5 billion of 0.75% Convertible Senior Notes due 2029, indicating continued access to capital markets and potential dilution for shareholders if notes are converted.
• Risks Related to PRC Government Oversight: The report highlights risks that new PRC policies could directly or indirectly affect the industry or require additional permissions for continued operations, potentially resulting in material adverse changes to operations and share value.
• Shareholder Rights and Practices: The company adopts certain home country practices as a Cayman Islands incorporated entity and as a foreign private issuer, resulting in different governance and disclosure standards compared to U.S. and Hong Kong domestic issuers.
• Market and Currency Risks: The company is subject to fluctuations in foreign exchange rates (primarily RMB vs. USD), interest rate risk, and volatility in the trading prices of its listed securities. The majority of revenues and costs are denominated in RMB, but a portion of financial assets, liabilities, and dividends are in U.S. dollars. Hedging strategies are in place but cannot fully eliminate such risks.

Potentially Price-Sensitive Information for Shareholders

• Ongoing Anti-Monopoly Investigation: The SAMR’s ongoing investigation into the company’s business practices under China’s Anti-Monopoly Law represents a significant regulatory risk. Any adverse findings, penalties, or required changes to business practices could materially affect the company’s operations and share price.
• Securities Litigation Risk: The securities class action lawsuit in the U.S. triggered by the regulatory investigation adds legal risk, potential financial liability, and reputational risk, all of which could impact investor sentiment and share value.
• Risks of Regulatory Change in China: The company faces substantial uncertainties due to PRC regulatory actions, including possible restrictions on foreign investment, data security, and anti-monopoly measures. Future regulations could hinder the company’s ability to raise capital, pay dividends, or even continue listing on foreign exchanges.
• Currency Controls and Capital Mobility: Restrictions on currency exchange in China could limit the company’s ability to repatriate profits, fund global operations, or make dividend payments to shareholders.
• Classifications and Reporting: As a foreign private issuer and Cayman Islands company, Trip.com Group is exempt from certain U.S. and Hong Kong regulations, which may result in less disclosure and different corporate governance standards than domestic peers. This could affect shareholder rights and the company’s risk profile.
• Potential for Volatility and Future Capital Raises: The company warns of ongoing share price volatility due to market conditions and company-specific risks, as well as the possibility of raising additional capital through equity or debt offerings, which could dilute existing shareholders.
• Dividend Policy Discretion: The company’s dividend and capital return policy is discretionary and subject to change, with no guarantee of ongoing dividends or buybacks.
• Convertible Debt and Dilution: The 2024 issuance of convertible senior notes introduces potential dilution for shareholders if conversion occurs.

Detailed Developments and Strategic Risks

Trip.com Group continues to pursue aggressive organic and inorganic growth, investing heavily in product development and strategic acquisitions globally. However, these strategies carry risks including high costs, integration challenges, exposure to anti-monopoly laws in various jurisdictions, and the possibility of not achieving intended benefits from such investments.

The company maintains that its internal controls and financial reporting are effective as of year-end 2025, and the board and management have implemented cybersecurity risk management protocols as part of overall enterprise risk management.

Trip.com’s complex structure—operating through subsidiaries and variable interest entities (VIEs) in China—creates additional risk. The Chinese government could prohibit or restrict this structure, which would likely result in a material adverse change in operations and valuation.

The company has not declared or paid dividends for the years 2023 or 2024 but reserves discretion for future distributions under the capital return policy. Shareholders should note that the company’s ability to pay dividends is subject to PRC regulations and depends on available profits in subsidiaries in China.

The company also faced negative publicity and regulatory scrutiny in recent years, impacting brand reputation and potentially affecting user growth and market share.

Conclusion

Trip.com Group’s 2025 Annual Report underscores robust financial results, continued investment in growth, and a new capital return policy. However, it also details significant regulatory, legal, and operational risks, particularly relating to the company’s operations in China, ongoing anti-monopoly investigations, and potential future regulatory actions that could materially affect shareholder value. Shareholders and potential investors should closely monitor developments related to the SAMR investigation, securities litigation, and any changes in Chinese regulatory policy, as these could result in significant share price movements.

Disclaimer: This article is for informational purposes only and does not constitute financial or investment advice. Investors should consult their own professional advisors before making investment decisions based on this information. The content is based on the 2025 Trip.com Group Annual Report and is subject to change as more information becomes available or as regulatory and market conditions evolve.

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