As filed with the Securities and Exchange Commission on November 26, 2007
Registration No. 333-136221
_____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST - EFFECTIVE AMENDMENT NO. 1 TO THE
FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
of
CTRIP.COM INTERNATIONAL, LTD.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
CAYMAN ISLANDS
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
_______________________
The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, New York 10286
(212) 495-1784
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
120 Broadway
New York, New York 10271
(212) 238-3010
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(c) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(c) may determine.
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Location in Form of Receipt
Item Number and Caption
Filed Herewith as Prospectus
1. Name and address of depositary
Introductory Article
2. Title of American Depositary Receipts and identity of
Face of Receipt, top center
deposited securities
Terms of Deposit:
(i) The amount of deposited securities represented
Face of Receipt, upper right corner
by one unit of American Depositary Receipts
(ii) The procedure for voting, if any, the deposited
Articles number 15, 16 and 18
securities
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy
Articles number 11, 15, 16, and 18
soliciting material
(v) The sale or exercise of rights
Articles number 13, 14, 15, and 18
(vi) The deposit or sale of securities resulting from
Articles number 12, 13, 15, 17
dividends, splits or plans of reorganization
and 18
(vii) Amendment, extension or termination of the
Articles number 20 and 21
deposit agreement
(viii) Rights of holders of Receipts to inspect the
Article number 11
transfer books of the depositary and the list of
holders of Receipts
(ix) Restrictions upon the right to deposit of
Articles number 2, 3, 4, 5, 6, 8 and
withdraw the underlying securities
22
(x) Limitation upon the liability of the depositary
Articles number 14, 18, 19 and 21
3. Fees and Charges
Articles number 7 and 8
Item – 2.
Available Information
Public reports furnished by issuer
Article number 11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Exhibits
a.
Deposit Agreement dated as of December 8, 2003, as amended and restated as of August 11, 2006, and as further amended and restated as of __________, 2007, among Ctrip.com International, Ltd., The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
b.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. – Not Applicable.
c.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.
d.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
e.
Certification under Rule 466. – Not Applicable.
Item - 4.
Undertakings
Previously Filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, November 26, 2007.
Legal entity created by the agreement for the issuance of American Depositary Receipts for ordinary shares, par value U.S.$0.01 each, of Ctrip.com International, Ltd.
By:
The Bank of New York,
As Depositary
By: /s/ Edgar Piedra
Name: Edgar Piedra
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Ctrip.com International, Ltd. has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Shanghai, People’s Republic of China on November 26, 2007.
CTRIP.COM INTERNATIONAL, LTD.
By: /s/ Min Fan
Name: Min Fan
Title: Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on Novmeber 26, 2007.
Signature | Title |
/s/ Min Fan Name: Min Fan | Chief Executive Officer and Director (principal executive officer) |
/s/ Jane Jie Sun Name: Jane Jie Sun | Chief Financial Officer (principal financial and accounting officer) |
*_________________________ Name: James Jianzhang Liang | Chairman of the Board |
*_________________________ Name: Gabriel Li | Deputy Chairman of the Board |
*_________________________ Name: Neil Nanpeng Shen | Director |
*_________________________ Name: Oi Ji | Director |
*_________________________ Name: JP Gan | Director |
*_________________________ Name: Suyang Zhang | Director |
*_________________________ Name: Donald J. Puglisi Title: Managing Director, Puglisi & Associates | Authorized U.S. Representative |
* By: /s/ Min Fan
Min Fan
Attorney-in-fact
INDEX TO EXHIBITS
Exhibit
Number
Exhibit
1
Deposit Agreement dated as of December 8, 2003, as amended
and restated as of August 11, 2006, and as further amended and restated
as of __________, 2007, among Ctrip.com International, Ltd., The Bank of
New York as Depositary, and all Owners and Beneficial Owners from
time to time of American Depositary Receipts issued thereunder
4
Previously Filed.