Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2015shares | |
Document and Entity Information | |
Entity Registrant Name | CTRIP COM INTERNATIONAL LTD |
Entity Central Index Key | 1,269,238 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 51,167,228 |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | FY |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | 12 Months Ended | |||
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CNY (¥)¥ / sharesshares | Dec. 31, 2014CNY (¥)¥ / sharesshares | Dec. 31, 2013CNY (¥)¥ / sharesshares | |
Revenues: | ||||
Accommodation reservation | $ 712,687,856 | ¥ 4,616,649,394 | ¥ 3,201,426,933 | ¥ 2,214,170,887 |
Transportation ticketing | 687,561,479 | 4,453,885,749 | 2,950,072,484 | 2,161,784,259 |
Packaged-tour | 257,486,392 | 1,667,945,350 | 1,055,369,205 | 935,684,729 |
Corporate travel | 73,056,507 | 473,245,440 | 373,407,012 | 266,988,534 |
Others | 44,030,454 | 285,220,475 | 192,281,473 | 138,388,653 |
Total revenues | 1,774,822,688 | 11,496,946,408 | 7,772,557,107 | 5,717,017,062 |
Less: business tax and related surcharges | (92,528,072) | (599,378,347) | (425,638,738) | (330,271,520) |
Net revenues | 1,682,294,616 | 10,897,568,061 | 7,346,918,369 | 5,386,745,542 |
Cost of revenues | (469,826,148) | (3,043,439,819) | (2,100,606,413) | (1,386,767,067) |
Gross profit | 1,212,468,468 | 7,854,128,242 | 5,246,311,956 | 3,999,978,475 |
Operating expenses: | ||||
Product development | (508,921,692) | (3,296,692,936) | (2,321,348,753) | (1,245,719,192) |
Sales and marketing | (476,703,503) | (3,087,989,953) | (2,214,209,719) | (1,269,412,720) |
General and administrative | (168,020,379) | (1,088,402,408) | (861,550,628) | (646,404,879) |
Total operating expenses | (1,153,645,574) | (7,473,085,297) | (5,397,109,100) | (3,161,536,791) |
Income/(loss) from operations | 58,822,894 | 381,042,945 | (150,797,144) | 838,441,684 |
Interest income | 68,814,572 | 445,767,036 | 304,583,544 | 200,068,533 |
Interest expense | (46,686,503) | (302,425,829) | (162,354,675) | (57,043,756) |
Other income (net) | 382,997,288 | 2,480,979,830 | 43,820,635 | 162,529,632 |
Income before income tax expense, equity in income of affiliates and non-controlling interests | 463,948,251 | 3,005,363,982 | 35,252,360 | 1,143,996,093 |
Income tax expense | (72,584,585) | (470,188,423) | (130,821,156) | (293,740,322) |
Equity in income/(loss) of affiliates | (20,960,868) | (135,780,312) | 187,191,141 | 56,146,814 |
Net income | 370,402,798 | 2,399,395,247 | 91,622,345 | 906,402,585 |
Net loss attributable to non-controlling interests | 16,712,562 | 108,260,637 | 151,117,436 | 91,917,099 |
Net income attributable to Ctrip.com International, Ltd. | 387,115,360 | 2,507,655,884 | 242,739,781 | 998,319,684 |
Net income | 370,402,798 | 2,399,395,247 | 91,622,345 | 906,402,585 |
Other comprehensive income: | ||||
Foreign currency translation | (75,630,294) | (489,917,917) | (66,759,799) | (14,167,524) |
Unrealized securities holding gains , net of tax | 93,614,472 | 606,415,822 | 137,704,595 | 445,580,779 |
Total comprehensive income | 388,386,976 | 2,515,893,152 | 162,567,141 | 1,337,815,840 |
Comprehensive loss attributable to non-controlling interests | 16,712,562 | 108,260,637 | 151,117,436 | 91,917,099 |
Comprehensive income attributable to Ctrip.com International, Ltd. | $ 405,099,538 | ¥ 2,624,153,789 | ¥ 313,684,577 | ¥ 1,429,732,939 |
Weighted average ordinary shares outstanding | ||||
- Basic shares (in shares) | 37,797,698 | 37,797,698 | 34,289,170 | 32,905,601 |
- Diluted shares (in shares) | 47,375,248 | 47,375,248 | 38,207,858 | 38,069,841 |
Product development | ||||
Share-based compensation included in Operating expense above is as follows: | ||||
Share-based compensation | $ 45,021,910 | ¥ 291,642,931 | ¥ 184,664,576 | ¥ 138,668,196 |
Sales and marketing | ||||
Share-based compensation included in Operating expense above is as follows: | ||||
Share-based compensation | 10,122,921 | 65,574,256 | 54,391,508 | 49,104,528 |
General and administrative | ||||
Share-based compensation included in Operating expense above is as follows: | ||||
Share-based compensation | $ 44,054,970 | ¥ 285,379,287 | ¥ 257,587,405 | ¥ 250,156,753 |
Ordinary shares | ||||
Earnings per ordinary share/ADS | ||||
- Basic (in RMB or dollars per share) | (per share) | $ 10.24 | ¥ 66.34 | ¥ 7.08 | ¥ 30.34 |
- Diluted (in RMB or dollars per share) | (per share) | 8.78 | 56.85 | 6.35 | 26.63 |
ADS | ||||
Earnings per ordinary share/ADS | ||||
- Basic (in RMB or dollars per share) | (per share) | 1.28 | 8.29 | 0.88 | 3.79 |
- Diluted (in RMB or dollars per share) | (per share) | $ 1.10 | ¥ 7.11 | ¥ 0.79 | ¥ 3.33 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014USD ($) | Dec. 31, 2014CNY (¥) |
Current assets: | ||||
Cash and cash equivalents | $ 2,966,389,002 | ¥ 19,215,674,674 | $ 818,316,064 | ¥ 5,300,887,799 |
Restricted cash | 353,033,837 | 2,286,882,592 | 836,394,951 | |
Short-term investments | 1,271,386,198 | 8,235,785,516 | 6,438,854,587 | |
Accounts receivable, net | 486,394,820 | 3,150,768,364 | 1,826,765,949 | |
Due from related parties | 148,475,016 | 961,791,458 | 10,568,937 | |
Prepayments and other current assets | 1,042,015,164 | 6,749,965,827 | 2,469,707,335 | |
Deferred tax assets, current | 193,503,366 | |||
Total current assets | 6,267,694,037 | 40,600,868,431 | 17,076,682,924 | |
Long-term deposits and prepayments | 75,146,804 | 486,785,968 | 225,269,063 | |
Long-term loan receivable | 89,308,740 | 578,524,154 | 192,871,939 | |
Long-term receivables due from related parties | 83,965,480 | 543,911,586 | 510,039,284 | |
Land use rights | 15,796,749 | 102,328,181 | 104,568,868 | |
Property, equipment and software | 857,692,349 | 5,555,959,499 | 5,220,626,461 | |
Investments | 2,141,239,850 | 13,870,523,498 | 5,318,756,447 | |
Goodwill | 7,053,388,635 | 45,690,440,903 | 1,892,507,708 | |
Intangible assets | 1,699,329,274 | 11,007,915,171 | 668,202,371 | |
Deferred tax assets, non-current | 62,572,875 | 405,334,569 | ||
Total assets | 18,346,134,793 | 118,842,591,960 | 31,209,525,065 | |
Current liabilities: | ||||
Short-term debt | 1,962,118,836 | 12,710,213,398 | 3,560,488,641 | |
Accounts payable | 917,672,926 | 5,944,501,681 | 2,304,111,525 | |
Due to related parties | 318,467,065 | 2,062,965,953 | 17,049,103 | |
Salary and welfare payable | 184,737,386 | 1,196,691,839 | 525,157,105 | |
Taxes payable | 253,385,320 | 1,641,379,425 | 339,452,319 | |
Advances from customers | 919,421,301 | 5,955,827,306 | 3,937,477,522 | |
Accrued liability for customer reward program | 91,596,964 | 593,346,816 | 430,852,908 | |
Other payables and accruals | 549,749,552 | 3,561,167,650 | 1,600,113,658 | |
Total current liabilities | 5,197,149,350 | 33,666,094,068 | 12,714,702,781 | |
Deferred tax liabilities, non-current | 470,107,041 | 3,045,259,390 | 132,506,644 | |
Long-term Debt | 2,833,463,253 | 18,354,608,260 | 7,984,588,052 | |
Other long-term liabilities | 14,156,390 | 91,702,261 | ||
Total liabilities | $ 8,514,876,034 | ¥ 55,157,663,979 | 20,831,797,477 | |
Commitments and contingencies (Note 21) | ||||
Shareholders' equity | ||||
Share capital (US$0.01 par value; 175,000,000 shares authorized, 35,146,982 and 51,167,228 shares outstanding as of December 31, 2014 and 2015, respectively.) | $ 636,211 | ¥ 4,121,245 | 3,085,272 | |
Additional paid-in capital | 5,864,904,590 | 37,991,678,952 | 4,828,021,816 | |
Statutory reserves | 26,079,992 | 168,940,969 | 134,098,747 | |
Accumulated other comprehensive income | 86,461,033 | 560,077,281 | 443,579,376 | |
Retained earnings | 1,265,682,587 | 8,198,838,659 | 5,726,024,997 | |
Less: Treasury stock (3,323,262 and 3,577,357 shares as of December 31, 2014 and 2015, respectively.) | (366,316,863) | (2,372,927,372) | $ (259,000,000) | (1,605,630,913) |
Total Ctrip.com International, Ltd. shareholders' equity | 6,877,447,550 | 44,550,729,734 | 9,529,179,295 | |
Non-controlling interests | 2,953,811,209 | 19,134,198,247 | 848,548,293 | |
Total shareholders' equity | 9,831,258,759 | 63,684,927,981 | 10,377,727,588 | |
Total liabilities and shareholders' equity | $ 18,346,134,793 | ¥ 118,842,591,960 | ¥ 31,209,525,065 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Shareholders' equity | ||
Share capital, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Share capital, shares authorized | 175,000,000 | 175,000,000 |
Share capital, shares issued | 51,167,228 | 35,146,982 |
Treasury stock, shares | 3,577,357 | 3,323,262 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | Ordinary sharesCNY (¥)shares | Additional paid-in capitalCNY (¥) | Statutory reservesCNY (¥) | Accumulated other comprehensive income/(loss)CNY (¥) | Retained earningsCNY (¥) | Treasury stockCNY (¥)shares | Total Ctrip.com International, Ltd. shareholders' equityCNY (¥) | Non-controlling interests.CNY (¥) | USD ($) | CNY (¥) |
Balance at Dec. 31, 2012 | ¥ 2,979,144 | ¥ 3,818,256,227 | ¥ 103,222,512 | ¥ (58,778,675) | ¥ 4,515,841,767 | ¥ (1,891,888,900) | ¥ 6,489,632,075 | ¥ 95,247,538 | ¥ 6,584,879,613 | |
Balance (in shares) at Dec. 31, 2012 | shares | 32,354,634 | 4,365,306 | ||||||||
Changes in shareholders' equity | ||||||||||
Issuance of common stock pursuant to share incentive plan | ¥ 54,346 | 194,142,177 | 194,196,523 | 194,196,523 | ||||||
Issuance of common stock pursuant to share incentive plan (in shares) | shares | 885,398 | |||||||||
Share-based compensation | 440,992,258 | 440,992,258 | 440,992,258 | |||||||
Appropriations to statutory reserves | 15,226,718 | (15,226,718) | ||||||||
Foreign currency translation adjustments | (14,167,524) | (14,167,524) | (14,167,524) | |||||||
Unrealized securities holding gains | 445,580,779 | 445,580,779 | 445,580,779 | |||||||
Purchasing of Purchased Call Option | (842,694,944) | (842,694,944) | (842,694,944) | |||||||
Sale of Issued Warrants | 470,838,904 | 470,838,904 | 470,838,904 | |||||||
Early Termination of Call Option | 70,270,919 | 70,270,919 | 70,270,919 | |||||||
Early Conversion of Convertible Notes | (63,288,632) | ¥ 340,747,632 | 277,459,000 | 277,459,000 | ||||||
Early Conversion of Convertible Notes (in shares) | shares | 588,219 | (588,219) | ||||||||
Net income / (loss) | 998,319,684 | 998,319,684 | (91,917,099) | 906,402,585 | ||||||
Issuance of convertible preferred shares by a subsidiary | 132,709,989 | 132,709,989 | ||||||||
Acquisition of a subsidiary | 63,700,000 | 63,700,000 | ||||||||
Acquisition of additional stake in subsidiaries | (32,143) | (32,143) | (50,000) | (82,143) | ||||||
Balance at Dec. 31, 2013 | ¥ 3,033,490 | 4,088,484,766 | 118,449,230 | 372,634,580 | 5,498,934,733 | ¥ (1,551,141,268) | 8,530,395,531 | 199,690,428 | 8,730,085,959 | |
Balance (in shares) at Dec. 31, 2013 | shares | 33,828,251 | 3,777,087 | ||||||||
Changes in shareholders' equity | ||||||||||
Issuance of common stock pursuant to share incentive plan | ¥ 51,483 | 221,534,465 | 221,585,948 | 221,585,948 | ||||||
Issuance of common stock pursuant to share incentive plan (in shares) | shares | 835,042 | |||||||||
Share-based compensation | 496,643,489 | 496,643,489 | 496,643,489 | |||||||
Appropriations to statutory reserves | 15,649,517 | (15,649,517) | ||||||||
Repurchasing common stock | ¥ (446,155,147) | (446,155,147) | (446,155,147) | |||||||
Repurchasing common stock (in shares) | shares | (392,306) | 392,306 | ||||||||
Foreign currency translation adjustments | (66,759,799) | (66,759,799) | (66,759,799) | |||||||
Unrealized securities holding gains | 137,704,595 | 137,704,595 | 137,704,595 | |||||||
Early Conversion of Convertible Notes | 8,945,339 | ¥ 391,665,502 | 400,610,841 | 400,610,841 | ||||||
Early Conversion of Convertible Notes (in shares) | shares | 846,131 | (846,131) | ||||||||
Net income / (loss) | 242,739,781 | 242,739,781 | (151,117,436) | 91,622,345 | ||||||
Disposal of shares of a subsidiary | (280,075) | (280,075) | ||||||||
Issuance of convertible preferred shares by a subsidiary | 186,057,768 | 186,057,768 | ||||||||
Acquisition of a subsidiary | 658,466,145 | 658,466,145 | ||||||||
Acquisition of additional stake in subsidiaries | ¥ 299 | 12,413,757 | 12,414,056 | (44,268,537) | (31,854,481) | |||||
Acquisition of additional stake in subsidiaries ( in Shares) | shares | 29,864 | |||||||||
Balance at Dec. 31, 2014 | ¥ 3,085,272 | 4,828,021,816 | 134,098,747 | 443,579,376 | 5,726,024,997 | ¥ (1,605,630,913) | 9,529,179,295 | 848,548,293 | 10,377,727,588 | |
Balance (in shares) at Dec. 31, 2014 | shares | 35,146,982 | 3,323,262 | ||||||||
Changes in shareholders' equity | ||||||||||
Issuance of common stock pursuant to share incentive plan | ¥ 48,673 | 207,980,247 | 208,028,920 | 208,028,920 | ||||||
Issuance of common stock pursuant to share incentive plan (in shares) | shares | 777,846 | |||||||||
Share-based compensation | 642,596,474 | 642,596,474 | 642,596,474 | |||||||
Appropriations to statutory reserves | 34,842,222 | (34,842,222) | ||||||||
Repurchasing common stock | ¥ (872,290,891) | (872,290,891) | (872,290,891) | |||||||
Repurchasing common stock (in shares) | shares | (498,561) | 498,561 | ||||||||
Foreign currency translation adjustments | (489,917,917) | (489,917,917) | $ (75,630,294) | (489,917,917) | ||||||
Unrealized securities holding gains | 606,415,822 | 606,415,822 | 93,614,472 | 606,415,822 | ||||||
Purchasing of Purchased Call Option | (805,504,000) | (805,504,000) | (805,504,000) | |||||||
Sale of Issued Warrants | 523,404,000 | 523,404,000 | 523,404,000 | |||||||
Early Conversion of Convertible Notes | 13,979,289 | ¥ 104,994,432 | 118,973,721 | 118,973,721 | ||||||
Early Conversion of Convertible Notes (in shares) | shares | 244,466 | (244,466) | ||||||||
Net income / (loss) | 2,507,655,884 | 2,507,655,884 | (108,260,637) | 370,402,798 | 2,399,395,247 | |||||
Disposal of shares of a subsidiary | 15,824,133 | 15,824,133 | (747,801,153) | (731,977,020) | ||||||
Issuance of additional equity stake by subsidiaries | 966,486,957 | 966,486,957 | ||||||||
Acquisition of additional stake in subsidiaries | (10,078,392) | (10,078,392) | (36,158,510) | (46,236,902) | ||||||
Business combinations | ¥ 985,530 | 32,540,379,845 | 32,541,365,375 | 18,211,383,297 | 50,752,748,672 | |||||
Business combinations | shares | 15,468,816 | |||||||||
Share issuance for the investments | ¥ 1,770 | 35,075,540 | 35,077,310 | 35,077,310 | ||||||
Share issuance for the investments | shares | 27,679 | |||||||||
Balance at Dec. 31, 2015 | ¥ 4,121,245 | ¥ 37,991,678,952 | ¥ 168,940,969 | ¥ 560,077,281 | ¥ 8,198,838,659 | ¥ (2,372,927,372) | ¥ 44,550,729,734 | ¥ 19,134,198,247 | $ 9,831,258,759 | ¥ 63,684,927,981 |
Balance (in shares) at Dec. 31, 2015 | shares | 51,167,228 | 3,577,357 |
CONSOLIDATED STATEMENTS OF SHA6
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | |||
Ordinary shares (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Cash flows from operating activities: | ||||
Net income | $ 370,402,798 | ¥ 2,399,395,247 | ¥ 91,622,345 | ¥ 906,402,585 |
Adjustments to reconcile net income to cash provided by operating activities: | ||||
Share-based compensation | 99,199,801 | 642,596,474 | 496,643,489 | 437,929,477 |
Equity in (income)/loss of affiliates | 20,960,868 | 135,780,312 | (187,191,141) | (56,146,814) |
Gain on deconsolidation of subsidiaries | (354,202,307) | (2,294,451,702) | (789,193) | |
Loss from disposal of property, equipment and software | 5,246,621 | 33,986,560 | 3,751,452 | 11,946,443 |
Gain on disposal of cost method investment | (4,014,829) | |||
Loss from disposal of a subsidiary | 1,529,046 | |||
Loss from impairment of long-term investment | 0 | 33,000,000 | 0 | |
Provision for doubtful accounts | 4,952,420 | 32,080,786 | 11,737,580 | 2,842,681 |
Depreciation of property, equipment and software | 39,514,396 | 255,966,352 | 173,786,973 | 110,494,928 |
Amortization of intangible assets and land use rights | 9,300,635 | 60,247,658 | 8,334,028 | 10,545,854 |
Deferred income tax expenses/(benefits) | 13,347,849 | 86,464,693 | (97,573,997) | (35,871,972) |
Changes in current assets and liabilities net of assets acquired and liabilities assumed/disposed of in business combinations/dispositions : | ||||
Increase in accounts receivable | (154,764,167) | (1,002,531,319) | (261,973,182) | (487,446,257) |
(Increase)/Decrease in due from related parties | (12,562,343) | (81,376,345) | 2,352,014 | (12,363,165) |
Increase in prepayments and other current assets | (343,334,696) | (2,224,053,491) | (1,218,273,146) | (398,015,862) |
(Increase)/Decrease in long-term deposits | (58,886,984) | (381,458,105) | (27,406,657) | 19,406,141 |
Increase in accounts payable | 323,897,724 | 2,098,144,678 | 585,953,759 | 537,669,487 |
Increase in due to related parties | 36,552,504 | 236,779,810 | 6,057,681 | 583,234 |
Increase in salary and welfare payable | 41,956,098 | 271,783,211 | 259,440,083 | 25,720,555 |
Increase in taxes payable | 43,451,829 | 281,472,256 | 23,797,376 | 98,025,837 |
Increase in advances from customers | 317,468,895 | 2,056,500,006 | 1,469,414,155 | 1,001,717,032 |
Increase in accrued liability for customer reward program | 25,084,737 | 162,493,908 | 146,183,973 | 67,120,782 |
Increase in other payables and accruals | 43,068,474 | 278,988,927 | 438,207,218 | 216,281,215 |
Net cash provided by operating activities | 470,655,152 | 3,048,809,916 | 1,958,603,856 | 2,452,827,352 |
Cash flows from investing activities: | ||||
Purchase of property, equipment and software | (98,510,826) | (638,133,430) | (4,788,676,371) | (651,765,217) |
Cash paid for long-term investments | (653,364,865) | (4,232,366,913) | (2,078,378,807) | (965,421,399) |
Cash paid for business combinations, net of cash acquired | 634,931,643 | 4,112,960,205 | (130,124,251) | (119,739,607) |
Purchase of intangible assets | (3,087,468) | (20,000,000) | (9,000,000) | |
(Increase) /Decrease in restricted cash | (117,458,622) | (760,873,462) | (94,988,241) | 31,954,414 |
Increase in short-term investments | (223,468,797) | (1,447,586,170) | (2,799,807,028) | (2,219,940,665) |
Increase in long-term loan receivable | (140,000,000) | (872,200,000) | (178,584,102) | |
Cash repayment from in long-term receivables | 140,000,000 | 872,200,000 | 496,368,000 | |
Cash received from disposal of equity investment | 4,209,926 | |||
Cash received from disposal of cost method investment | 13,142,920 | |||
Cash received from disposal of available-for-sale investments | 9,568,063 | 61,980,000 | ||
Cash received from deconsolidation of a subsidiary, net of cash disposed | (231,955,535) | (1,502,561,561) | 45,569,216 | |
Cash received from disposal of a subsidiary, net of cash disposed | (7,373,416) | |||
Net cash used in investing activities | (683,346,407) | (4,426,581,331) | (9,366,410,898) | (4,086,143,730) |
Cash flows from financing activities: | ||||
Proceeds from short-term bank loans | 99,480,000 | 644,411,544 | 2,325,694,972 | 321,120,713 |
Proceeds from exercise of share options | 8,045,571 | 52,117,597 | 184,579,173 | 180,261,090 |
Repurchase of common stock | (134,658,509) | (872,290,891) | (446,155,147) | |
Cash paid for acquisition of additional stake in subsidiaries | (7,137,748) | (46,236,902) | (36,792,354) | (82,143) |
Cash received from non-controlling investors | 42,602,810 | 275,972,483 | 139,393,178 | |
Proceeds from issuance convertible preferred shares by a subsidiary | 111,999,832 | 725,512,513 | 186,475,640 | 132,709,989 |
Proceeds from issuance of senior convertible notes, net of issuance costs | 2,274,877,273 | 14,736,200,000 | 3,069,000,000 | 4,723,511,720 |
Proceeds from sale of warrants | 80,799,654 | 523,404,000 | 470,838,904 | |
Purchase of Purchased Call Option | (124,348,390) | (805,504,000) | (842,694,944) | |
Cash inflow for Capped equity | 264,745,135 | |||
Early Termination of Call Option | 70,270,919 | |||
Convertible Notes early conversion | (4,706,419) | |||
Net cash provided by financing activities | 2,351,660,493 | 15,233,586,344 | 5,422,195,462 | 5,315,974,964 |
Effect of foreign exchange rate changes on cash and cash equivalents | 9,103,700 | 58,971,946 | 148,154,565 | 34,153,266 |
Net increase (decrease) in cash and cash equivalents | 2,148,072,938 | 13,914,786,875 | (1,837,457,015) | 3,716,811,852 |
Cash and cash equivalents, beginning of year | 818,316,064 | 5,300,887,799 | 7,138,344,814 | 3,421,532,962 |
Cash and cash equivalents, end of year | 2,966,389,002 | 19,215,674,674 | 5,300,887,799 | 7,138,344,814 |
Supplemental disclosure of cash flow information | ||||
Cash paid during the year for income taxes | 37,640,696 | 243,828,898 | 261,734,551 | 271,482,184 |
Cash paid for interest, net of amounts capitalized | 37,375,992 | 242,114,200 | 31,144,846 | 19,276,294 |
Supplemental schedule of non-cash investing and financing activities | ||||
Receivables incurred for disposal of investment | 12,250,000 | |||
Conversion of convertible senior notes | 18,366,377 | 118,973,720 | 400,610,842 | |
Non-cash consideration paid for business acquisitions and investments | (5,031,164,105) | (32,590,874,841) | (169,784,697) | |
Accruals related to purchase of property, equipment and software | (7,485,062) | (48,486,734) | (258,632,797) | (37,038,698) |
Share issuance for the investments | (5,415,004) | (35,077,310) | ||
Unpaid cash consideration for business acquisitions (Note 2) | $ (17,027,825) | ¥ (110,302,844) | ¥ (306,966,884) | ¥ (23,773,221) |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2015 | |
ORGANIZATION AND NATURE OF OPERATIONS | |
ORGANIZATION AND NATURE OF OPERATIONS | 1. ORGANIZATION AND NATURE OF OPERATIONS The accompanying consolidated financial statements include the financial statements of Ctrip.com International, Ltd. (the “Company”), its subsidiaries , VIE s and VIEs’ subsidiaries . The Company, its subsidiaries , the consolidated VIEs and their subsidiaries are collectively referred to as the “Group”. The Group is principally engaged in the provision of travel related services including accommodation reservation, transportation ticketing , packaged - tour, corporate travel management services, as well as, to a much lesser extent, I nternet-related advertising and other related services. |
PRINCIPAL ACCOUNTING POLICIES
PRINCIPAL ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
PRINCIPAL ACCOUNTING POLICIES | |
PRINCIPAL ACCOUNTING POLICIES | 2. PRINCIPAL ACCOUNTING POLICIES Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates. Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries , VIEs and VIEs’ subsidiaries . All significant transactions and balances between the Company, its subsidiaries , VIEs and VIEs’ subsidiaries have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors; to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statu t e or agreement among the shareholders or equity holders. The Company applies the guidance codified in Accounting Standard Codification 810, Consolidations (“ASC 810”) on accounting for VIEs and their respective subsidiaries, which requires certain variable interest entities to be consolidated by the primary beneficiary of the entity in which it has a controlling financial interest. A VIE is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support; (b) as a group, the holders of the equity investment at risk lack the ability to make certain decisions, the obligation to absorb expected losses or the right to receive expected residual returns, or (c) an equity investor has voting rights that are disproportionate to its economic interest and substantially all of the entity’s activities are on behalf of the investor. Accordingly, the financial statements of the following VIEs and VIEs’ subsidiaries are consolidated into the Company’s financial statements since July 1, 2003 or their respective date of establishment/acquisition, whichever is later: The following is a summary of the Company’s major VIEs and VIEs’ subsidiaries : Name of VIE and VIEs’ subsidiaries Date of establishment/acquisition Shanghai Ctrip Commerce Co., Ltd. (“Shanghai Ctrip Commerce”) Established on July 18, 2000 Beijing Ctrip International Travel Agency Co., Ltd. (“Beijing Ctrip”) Acquired on January 15, 2002 Guangzhou Ctrip International Travel Agency Co., Ltd. (“Guangzhou Ctrip”) Established on April 28, 2003 Shanghai Ctrip International Travel Agency Co., Ltd. (“Shanghai Ctrip” formerly Shanghai Ctrip Charming International Travel Agency Co., Ltd.) Acquired on September 23, 2003 Shenzhen Ctrip Travel Agency Co., Ltd. (“Shenzhen Ctrip”) Established on April 13, 2004 Ctrip Insurance Agency Co., Ltd. (“Ctrip Insurance”) Established on July 25, 2011 Shanghai Huacheng Southwest International Travel Agency Co., Ltd. (“Shanghai Huacheng” formerly Shanghai Huacheng Southwest Travel Agency Co., Ltd.) Established on March 13, 2001 Chengdu Ctrip Travel Agency Co., Ltd. (“Chengdu Ctrip”) Established on January 8, 2007 Chengdu Ctrip International Travel Agency Co., Ltd. (“Chengdu Ctrip International”) Established on November 4, 2008 Qunar.com Beijing Information Technology Company Limited (“Qunar Beijing”) Established on March 17, 2006 For the years ended December 31, 201 3 , 20 14 and 201 5 , the Company is considered the primary beneficiary of a VIE or VIEs’ subsidiary and consolidated the VIE or VIEs’ subsidiary if the Company had variable interests, that will absorb the entity’s expected losses, receive the entity’s expected residual returns, or both. Major v ariable interest entities and their subsidiaries As of December 31, 2015 , the Company conducts a part of its operations through a series of agreements with certain VIEs and VIEs’ subsidiaries as stated in above. These VIEs and VIEs’ subsidiaries are used solely to facilitate the Group’s participation in I nternet content provision, advertising business, travel agency and air-ticketing services in the People’s Republic of China (“ PRC ”) where foreign ownership is restricted. Shanghai Ctrip Commerce is a domestic company incorporated in Shanghai, the PRC. Shanghai Ctrip Commerce holds a value-added telecommunications business license and is primarily engaged in the provision of advertising business on the I nternet website. Two senior officers of the Company collectively hold 100% of the equity interest in Shanghai Ctrip Commerce. The registered capital of Shanghai Ctrip Commerce was RMB30,000,000 as of December 31 , 20 15. Beijing Ctrip is a domestic company incorporated in Beijing, the PRC. Beijing Ctrip holds an air transport sales agency license , domestic and cross-border travel agency license and is mainly engaged in the provision of air-ticketing services and packaged tour services . A senior officer of the Company and Shanghai Ctrip Commerce collectively hold 100% of the equity interest in Beijing Ctrip. The registered capital of Beijing Ctrip was RMB 40,000,000 as of December 31 , 20 15 . Guangzhou Ctrip is a domestic company incorporated in Guangzhou, the PRC. Guangzhou Ctrip holds air transport sales agency license , domestic and cross-border travel agency license and is mainly engaged in the provision of air-ticketing services and packaged tour services . Two senior officer s of the Company collectively hold 100% of the equity interest in Guangzhou Ctrip . The registered capital of Guangzhou Ctrip was RMB 3,000,0 00 as of December 31 , 20 15 . Shanghai Ctrip is a domestic company incorporated in Shanghai, the PRC. Shanghai Ctrip holds domestic and cross-border travel agency licenses , air transport sales agency license and mainly provides domestic and cross-border tour services. In September 2012, the Company purchased of the ownership interests from the unrelated minority shareholder and effected a simultaneous reduction of capital of Shanghai Ctrip. Upon completion of the above transactions, two senior officers of the Company hold 100 % of the equity interest in Shanghai Ctrip. The registered capital of Shanghai Ctrip was RMB 10,050,000 as of December 31, 2015 . Shenzhen Ctrip is a domestic company incorporated in Shenzhen, the PRC. Shenzhen Ctrip holds air transport sales agency license and domestic travel agency license and is engaged in the provision of air-ticketing service. Two senior officer s of the Company collectively hold 100% of the equity interest in Shenzhen Ctrip . The registered capital of Shenzhen Ctrip was RMB 2,500,000 as of December 31, 2015 . Ctrip Insurance is an insurance agency incorporated in Shanghai, the PRC. Ctrip Insurance was established in July 2011. Ctrip Insurance holds an insurance agency business license. Shanghai Ctrip Commerce and Ctrip Computer Technology (Shanghai) Co., Ltd. (“Ctrip Computer Technology”) hold 100% of the equity interest in Ctrip Insurance. The registered capital of Ctrip Insurance wa s RMB 50,000,000 as of December 31 , 20 15. Shanghai Huacheng is a domestic company incorporated in Shanghai, the PRC. Shanghai Huacheng holds a domestic travel agency license and an air transport sales agency license and mainly provides domestic tour services and air-ticketing services. Shanghai Ctrip Commerce hold s 100 % of the equity interest in Shanghai Huacheng. The registered capital of Shanghai Huacheng was RMB 100,000,000 as of December 31, 2015 . Chengdu Ctrip is a domestic company incorporated in Chengdu , the PRC. Chengdu Ctrip holds air transport sales agency license and domestic travel agency license and is engaged in the provision of air-ticketing service. Two senior officers of the Company hold s 100% of the equity interest in Chengdu Ctrip . The registered capital of Chengdu Ctrip was RMB 20,000,000 as of December 31, 2015 . Chengdu Ctrip International is a domestic company incorporated in Chengdu , the PRC. Chengdu Ctrip International holds domestic and cross-border travel agency licenses , air transport sales agency license and mainly provides domestic and cross-border tour services. Shanghai Ctrip hold s 100% of the equity interest in Chengdu Ctrip International . The registered capital of Chengdu Ctrip International was RMB 2,000,000 as of December 31 , 20 15 . Qunar Beijing is a domestic company incorporated in Beijing, the PRC. Qunar Beijing holds various domestic and cross-border business licenses of Qunar. Two senior officers of the Company hold s 100% of the equity interest in Qunar Beijing. The registered capital of Qunar Beijing was RMB 1,000,000 as of December 31, 2015 . The capital injected by senior officer s or senior officer’s family member are funded by the Company and are recorded as long-term business loans to related parties. The Company does not have any ownership interest in these VIEs and VIEs’ subsidiaries . As of December 31 , 20 15, the Company has various agreements with its consolidated VIEs and VIEs’ subsidiaries, including loan agreements, exclusive technical consulting and services agreements, share pledge agreements, exclusive option agreements and other operating agreements. Details of certain key agreements with the VIEs are as follows: Powers of Attorney : Each of the shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, signed an irrevocable power of attorney to appoint Ctrip Travel Network, or Ctrip Travel Information as attorney-in-fact to vote, by itself or any other person to be designated at its discretion, on all matters of the applicable consolidated affiliated Chinese entities. Each such power of attorney will remain effective as long as the applicable consolidated affiliated Chinese entity exists, and such shareholders of the applicable consolidated affiliated Chinese entities are not entitled to terminate or amend the terms of the power of attorneys without prior written consent from us. As of the date of this annual report, each of the shareholders of Qunar Beijing, Hui Cao and Hui Wang, also signed an irrevocable power of attorney authorizing an appointee of Beijing Qunar Software Technology Company Limited, or Qunar Software, to exercise, in a manner approved by Qunar, on such shareholder’s behalf the full shareholder rights pursuant to applicable laws and Qunar Beijing’s articles of association, including without limitation full voting rights and the right to sell or transfer any or all of such shareholder’s equity interest in Qunar Beijing. Each such power of attorney is effective until such time as such relevant shareholder ceases to hold any equity interest in Qunar Beijing. The terms of the power of attorney with respect to Qunar Beijing are otherwise substantially similar to the terms described in the foregoing paragraph. Technical Consulting and Services Agreements : Ctrip Travel Information and Ctrip Travel Network each a wholly owned PRC subsidiary of ours, provide our consolidated affiliated Chinese entities, except for Qunar Beijing, with technical consulting and related services and staff training and information services on an exclusive basis. We also maintain their network platforms. In consideration for our services, our consolidated affiliated Chinese entities agree to pay us service fees as calculated in such manner as determined by us from time to time based on the nature of service, which may be adjusted periodically. For 2015, our consolidated affiliated Chinese entities paid Ctrip Computer Technology (before our restructuring of business lines and restatement of contractual arrangements in 2015) or Ctrip Travel Information (after our restructuring of business lines and restatement of contractual arrangements in 2015) and Ctrip Travel Network a quarterly fee based on the number of transportation tickets sold and the number of packaged-tour products sold in the quarter, at an average rate from RMB10 (US$1.5) to RMB11 (US$1.8) per ticket and from RMB54 (US$8.3) to RMB89 (US$13.8) per person per tour. Although the service fees are typically determined based on the number of transportation tickets sold and packaged tour products sold, given the fact that the nominee shareholders of such consolidated affiliated Chinese entities have irrevocably appointed the employees of our subsidiaries to vote on their behalf on all matters they are entitled to vote on, we have the right to determine the level of service fees paid and therefore receive substantially all of the economic benefits of our consolidated affiliated Chinese entities in the form of service fees. The services fees paid by all of such consolidated affiliated Chinese entities as a percentage of their total net income were 105.9%, 109.4% and 107.1% for the years ended December 31, 2013, 2014 and 2015. Ctrip Travel Information or Ctrip Travel Network as appropriate, will exclusively own any intellectual property rights arising from the performance of this agreement. The initial term of these agreements is 10 years and may be renewed automatically in 10-year terms unless we disapprove the extension. We retain the exclusive right to terminate the agreements at any time by delivering a 30-day advance written notice to the applicable consolidated affiliate Chinese entity. As of the date of this annual report, pursuant to the restated exclusive technical consulting and services agreement between Qunar Beijing and Qunar Software, Qunar Software provides Qunar Beijing with technical, marketing and management consulting services on an exclusive basis in exchange for service fee paid by Qunar Beijing based on a set formula defined in the agreement subject to adjustment by Qunar Software at its sole discretion. This agreement will remain in effect until terminated unilaterally by Qunar Software or mutually. The terms of this agreement are otherwise substantially similar to the terms described in the foregoing paragraph. Share Pledge Agreements : The shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, have pledged their respective equity interests in the applicable consolidated affiliated Chinese entities as a guarantee for the performance of all the obligations under the other contractual arrangements, including payment by such consolidated affiliated Chinese entities of the technical and consulting services fees to us under the technical consulting and services agreements, repayment of the business loan under the loan agreements and performance of obligations under the exclusive option agreements, each agreement as described herein. In the event any of such consolidated affiliated Chinese entity breaches any of its obligations or any shareholder of such consolidated affiliated Chinese entities breaches his or her obligations, as the case may be, under these agreements, we are entitled to enforce the equity pledge right and sell or otherwise dispose of the pledged equity interests after the pledge is registered with the relevant local branch of SAIC, and retain the proceeds from such sale or require any of them to transfer his or her equity interest without consideration to the PRC citizen(s) designated by us. These share pledge agreements are effective until two years after the pledgor and the applicable consolidated affiliated Chinese entities no longer undertake any obligations under the above-referenced agreements. As of the date of this annual report, pursuant to the equity interest pledge agreement among Qunar Software, Hui Cao and Hui Wang, Hui Cao and Hui Wang have pledged their equity interests in Qunar Beijing along with all rights, titles and interests to Qunar Software as guarantee for the performance of all obligations under the relevant contractual arrangements mentioned herein. After the pledge is registered with the relevant local branch of SAIC, Qunar Software may enforce this pledge upon the occurrence of a settlement event or as required by the PRC law. The pledge, along with this agreement, will be effective upon registration with the local branch of the SAIC, and will expire when all obligations under the relevant contractual arrangements have been satisfied or when each of Hui Cao and Hui Wang completes a transfer of equity interest and ceases to hold any equity interest in Qunar Beijing. In enforcing the pledge, Qunar Software is entitled to dispose of the pledge and have priority in receiving payment from proceeds from the auction or sale of all or part of the pledge until the obligations are settled. The terms of this agreement are otherwise substantially similar to the terms described in the foregoing paragraph. Loan Agreements : Under the loan agreements we entered into with the shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, we extended long-term business loans to these shareholders of our consolidated affiliated Chinese entities with the sole purpose of providing funds necessary for the capitalization or acquisition of such consolidated affiliated Chinese entities. These business loan amounts were injected into the applicable consolidated affiliated Chinese entities as capital and cannot be accessed for any personal uses. The loan agreements shall remain effective until the parties have fully performed their respective obligations under the agreement, and the shareholders of such consolidated affiliated Chinese entities have no right to unilaterally terminate these agreements. In the event that the PRC government lifts its substantial restrictions on foreign ownership of the air-ticketing, travel agency, or value-added telecommunications business in China, as applicable, we will exercise our exclusive option to purchase all of the outstanding equity interests of our consolidated affiliated Chinese entities, as described in the following paragraph, and the loan agreements will be cancelled in connection with such purchase. However, it is uncertain when, if at all, the PRC government will lift any or all of these restrictions. Exclusive Option Agreements : As consideration for our entering into the loan agreements described above, each of the shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, has granted us an exclusive, irrevocable option to purchase, or designate one or more person(s) at our discretion to purchase, all of their equity interests in the applicable consolidated affiliated Chinese entities at any time we desire, subject to compliance with the applicable PRC laws and regulations. We may exercise the option by issuing a written notice to the relevant consolidated affiliated Chinese entity. The purchase price shall be equal to the contribution actually made by the shareholder for the relevant equity interest. Therefore, if we exercise these options, we may choose to cancel the outstanding loans we extended to the shareholders of such consolidated affiliated Chinese entities pursuant to the loan agreements as the loans were used solely for equity contribution purposes. The initial term of these agreements is 10 years and may be renewed automatically in 10-year terms unless we disapprove the extension. We retain the exclusive right to terminate the agreements at any time by delivering a written notice to the applicable consolidated affiliate Chinese entity. Each of Hui Cao and Hui Wang also entered into equity option agreements with Qunar, Qunar Software and Qunar Beijing. These equity option agreements contain arrangements that are similar to that as described in the foregoing paragraph. This agreement will remain effective with respect to each of Qunar Beijing’s shareholders until all of the equity interest has been transferred or Qunar terminates the agreement unilaterally with 30 days’ prior written notice. Our consolidated affiliated Chinese entities and their shareholders agree not to enter into any transaction that would affect the assets, obligations, rights or operations of our consolidated affiliated Chinese entities without our prior written consent. They also agree to accept our guidance with respect to day-to-day operations, financial management systems and the appointment and dismissal of key employees. In addition, we also enter into technical consulting and services agreements with our majority or wholly owned subsidiaries of some of the consolidated affiliated Chinese entities, such as Chengdu Ctrip International, and these subsidiaries pay us service fees based on the level of services provided. The existence of such technical consulting and services agreements provides us with the enhanced ability to transfer economic benefits of these majority or wholly owned subsidiaries of the consolidated affiliated Chinese entities to us in exchange for the services provided, and this is in addition to our existing ability to consolidate and extract the economic benefits of these majority or wholly owned subsidiaries of the consolidated affiliated Chinese entities. For instance, the consolidated affiliated Chinese entities may cause the economic benefits to be channeled to them in the form of dividends, which then may be further consolidated and absorbed by us through the contractual arrangements described above. Risks in relation to contractual arrangements between the Company’s PRC subsidiaries and its affiliated Chinese entities: The Company has been advised by Commerce & Finance Law Offices, its PRC legal counsel, that its contractual arrangements with its consolidated VIEs as described in the Company’s annual report are valid, binding and enforceable under the current laws and regulations of China. Based on such legal opinion and the management’s knowledge and experience, the Company believes that its contractual arrangements with its consolidated VIEs are in compliance with current PRC laws and legally enforceable. However, there may be in the event that the affiliated Chinese entities and their respective shareholders fail to perform their contractual obligations, the Company may have to rely on the PRC legal system to enforce its rights. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system is still evolving, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit remedies available to us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. Due to the uncertainties with respect to the PRC legal system, the PRC government authorities may ultimately take a view contrary to the opinion of its PRC legal counsel with respect to the enforceability of the contractual arrangements. There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Accordingly, the Company cannot be assured that the PRC government authorities will not ultimately take a view that is contrary to the Company’s belief and the opinion of its PRC legal counsel. On January 19, 2015, the Ministry of Commerce of the PRC, or (the “MOFCOM”) released for public comments a proposed PRC law (the “Draft FIE Law”) which includes VIEs within the scope of entities that could be considered to be foreign invested enterprises (or “FIEs”) and may be subject to restrictions under existing PRC law on foreign investment in certain categories of industries. Specifically, the Draft FIE Law introduces the concept of “actual control” for determining whether an entity is considered to be an FIE. In addition to control through direct or indirect ownership on equity, the Draft FIE Law includes control through contractual arrangements within the definition of “actual control.” If the Draft FIE Law is passed by the People’s Congress of the PRC and goes into effect in its current form, these provisions regarding control through contractual arrangements could be construed to reach the Company’s VIE arrangements, and as a result the Company’s VIEs could become explicitly subject to the current restrictions on foreign investment in certain categories of industry. The Draft FIE Law includes provisions that would exempt from the definition of FIEs where the ultimate controlling shareholders are either entities organized under PRC law or individuals who are PRC citizens. The Draft FIE Law is silent as to what type of enforcement action might be taken against existing VIEs that operate in restricted or prohibited industries and are not controlled by entities organized under PRC law or individuals who are PRC citizens. If the contractual arrangements establishing the Company’s VIE structure are found to be in violation of any existing law and regulations or future PRC laws and regulations or under the Draft FIE Law if it becomes effective, the relevant PRC government authorities will have broad discretion in dealing with such violation, including, without limitation, levying fines, confiscating our income or the income of our affiliated Chinese entities, revoking our business licenses or the business licenses of our affiliated Chinese entities, requiring us and our affiliated Chinese entities to restructure our ownership structure or operations and requiring us or our affiliated Chinese entities to discontinue any portion or all of our value-added telecommunications, air-ticketing, travel agency or advertising businesses. Any of these actions could cause significant disruption to the Company’s business operations, and have a severe adverse impact on the Company’s cash flows, financial position and operating performance. If the imposing of these penalties cause the Company to lose its rights to direct the activities of and receive economic benefits from its VIEs, which in turn may restrict the Company’s ability to consolidate and reflect in its financial statements the financial position and results of operations of its VIEs. Summary financial information of the Group’s VIEs in the consolidated financial statements Pursuant to the contractual arrangements with the VIEs, the Company has the power to direct activities of the VIEs, and can have assets transferred freely out of the VIEs without any restrictions. Therefore the Company considers that there is no asset of a consolidated VIE that can be used only to settle obligations of the VIE, except for registered capital and PRC statutory reserves of the VIEs amounting to a total of RMB516 million as of December 31, 2015. As all the consolidated VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the consolidated VIEs. Summary financial information of the VIEs, which represents aggregated financial information of the VIEs and their respective subsidiaries included in the accompanying consolidated financial statements, is as follows: As of December 31, 2014 2015 RMB RMB Total assets Less: Inter-company receivables ) ) Total assets excluding inter-company Total liabilities Less: Inter-company payables ) ) Total liabilities excluding inter-company As of December 31, 2014 and 2015, the VIEs’ assets mainly consisted of prepayments and other current assets (December 31, 2014: RMB2.0 billion, December 31, 2015: RMB4.1 billion), short-term investment (December 31, 2014: RMB3.1 billion, December 31, 2015: RMB 3.1 billion), cash and cash equivalent (December 31, 2014: RMB2.6 billion, December 31, 2015: RMB 2.8 billion), accounts receivables (December 31, 2014: RMB1.4 billion, December 31, 2015: RMB2.7 billion) and investments (non-current) (December 31, 2014: RMB1.6 billion, December 31, 2015: RMB2.4 billion). The inter-company receivables of RMB1.4 billion and RMB RMB3.8 billion as of December 31, 2014 and 2015 mainly represented the cash paid by a VIE to one of the Company’s WFOEs for treasury cash management purpose. As of December 31, 2014 and 2015, the VIEs’ liabilities mainly consisted of advance from customers (December 31, 2014: RMB3.5 billion , December 31, 2015: RMB5.1 billion), accounts payable (December 31, 2014: RMB1.8 billion, December 31, 2015: RMB4.0 billion), other payables and accruals (December 31, 2014: RMB588 million, December 31, 2015: RMB2.1 billion), taxes payable (December 31, 2014: RMB45 million, December 31, 2015: RMB689 million) and salary and welfare payable (December 31, 2014: RMB195 million, December 31, 2015: RMB217 million). The inter-company payables as of December 31, 2014 and 2015 were RMB6.1 billion and RMB8.6 billion, respectively, which primarily consisted of the payables due to Ctrip.com (Hong Kong) Limited (“Ctrip HK”), one of the Company’s wholly-owned subsidiaries, for its payment of overseas air tickets and tour packages on behalf of a VIE and another VIEs’ subsidiary and the service fees payable to the WFOEs under the technical consulting and services agreements, which are operational in nature from the VIEs and their subsidiaries’ perspectives. For the year ended December 31, 2013 2014 2015 RMB RMB RMB Net revenues Cost of revenues Net income / (loss) ) ) ) As aforementioned, the VIEs mainly conduct air-ticketing, travel agency, advertising and value-added telecommunication businesses. Revenues from VIEs accounted for around 59% of the Company’s total revenues in 2015. The air-ticketing and packaged-tour revenues continued to increase in 2015, primarily driven by the increase in the air-ticketing volume and leisure travel volume. The VIEs’ net income before the deduction of the inter-company consulting fee charges were RMB1.3 billion, RMB1.1 billion and RMB1.0 billion for the years ended December 31, 2013, 2014 and 2015, respectively. The amount of service fees paid by all the VIEs as a percentage of the VIEs’ total net income were 105.9%, 109.4%and 107.1% for the years ended December 31, 2013, 2014 and 2015, respectively. The WFOEs are the sole and exclusive provider of technical consulting and related services and information services for the VIEs. Pursuant to the Exclusive Technical Consulting and Service Agreements, the VIEs pay service fees to the WFOEs based on the VIEs’ actual operating results. The WFOEs are entitled to receive substantially all of the net income and transfer a majority of the economic benefits in the form of service fees from the VIEs and VIEs’ subsidiaries to the WFOEs. The WFOEs did not request service fee payments of RMB286 million from Chengdu Ctrip and Chengdu Ctrip International during the year ended December 31 2012, primarily for tax planning purpose. From 2013, Chengdu Ctrip and Chengdu Ctrip International started to pay service fee to WFOEs, and the retained earnings of 2013, 2014 and 2015 have been transferred to the WFOEs, respectively. For remaining undistributed retained earnings, tax planning strategies are in place to support their enterprise income tax free treatment. Currently there is no contractual arrangement that could require the Company to provide additional financial support to the consolidated VIEs. As the Company is conducting certain business in the PRC mainly through the VIEs, the Company may provide such support on a discretionary basis in the future, which could expose the Company to a loss. Foreign currencies The Group’s reporting currency is RMB. The Company’s functional currency is US$. The Company’s operations are conducted through the subsidiaries and VIEs where the local currency is the functional currency and the financial statements of those subsidiaries are translated from their respective functional currencies into RMB. Transactions denominated in currencies other than functional currencies are translated at the exchange rates quoted by the People’s Bank of China (the “PBOC”), the Hong Kong Association of Banks (the “HKAB”) or major Taiwan banks, prevailing or averaged at the dates of the transaction for PRC and Hong Kong subsidiaries and ezTravel, a Taiwan subsidiary respectively. Gains and losses resulting from foreign currency transactions are included in the consol |
PREPAYMENTS AND OTHER CURRENT A
PREPAYMENTS AND OTHER CURRENT ASSETS | 12 Months Ended |
Dec. 31, 2015 | |
PREPAYMENTS AND OTHER CURRENT ASSETS | |
PREPAYMENTS AND OTHER CURRENT ASSETS | 3 . PREPAYMENTS AND OTHER CURRENT ASSETS Components of prepayments and other current assets as of December 31 , 2014 and 2015 were as follows: 2014 2015 RMB RMB Prepayments and deposits to vendors Employee advances Prepaid expenses Receivables from financial institution Interest receivable Others Total |
LONG-TERM DEPOSITS AND PREPAYME
LONG-TERM DEPOSITS AND PREPAYMENTS | 12 Months Ended |
Dec. 31, 2015 | |
LONG-TERM DEPOSITS AND PREPAYMENTS | |
LONG-TERM DEPOSITS AND PREPAYMENTS | 4 . LONG-TERM DEPOSITS AND PREPAYMENTS The Group’s subsidiaries and VIEs are required to pay certain amounts of deposit to airline companies and hotel suppliers. The subsidiaries and VIEs are also required to pay deposit to local travel bureau as pledge for insurance of traveler’s safety. Components of long-term deposit and prepayments as of December 31, 2014 and 2015 were as follows: 2014 2015 RMB RMB Deposits paid to airline suppliers Prepayments for purchase of long lived assets — Deposits paid to hotel suppliers Deposits paid to lessor Deposits paid to travel bureau Others Total |
LONG-TERM LOAN RECEIVABLE
LONG-TERM LOAN RECEIVABLE | 12 Months Ended |
Dec. 31, 2015 | |
LONG-TERM LOAN RECEIVABLE | |
LONG-TERM LOAN RECEIVABLE | 5. LONG-TERM LOAN RECEIVABLE In 2013, the Company entered into a loan agreement with Felicity Investment Holdings Limited (“Felicity”) for a total amount of approximately US$29.5 million with a 5% compounded annual interest rate. The balance of the loan and the compounded accrued interests will be received at the end of the 5 year term of the loan. The loan receivable is fully collateralized with shares of a subsidiary of Felicity. As of December 31, 2014 and 2015, the balance of the loan and the compounded accrued interests was approximately US$31 million and US$33 million respectively. In 2015, the Company provided a loan facility with the total amount of US$ 300 million to another subsidiary of Felicity. During the year ended December 31, 2015, US$ 140 million (RMB 872 million) of the facility had been drawn down and repaid. As of December 31, 2015, the unused loan facility is US$ 160 million, which can be drawn down from June 2016 with term of 2 years from the drawn down date with 5% annual interest rate. In April, 2015, the Company entered into a loan agreement with eHi for a total amount of RMB300 million with 3 year term. The annual interest rate of the loan is 6.9% and will be received at the end of every quarter. As of December 31, 2015, the balance of the loan and the accrued interests was approximately RMB304 million. |
LAND USE RIGHTS
LAND USE RIGHTS | 12 Months Ended |
Dec. 31, 2015 | |
LAND USE RIGHTS | |
LAND USE RIGHTS | 6. LAND USE RIGHTS The Company’s land use rights are related to the payment to acquire three land use rights, the first one is at total cost of approximately RMB68 million for approximately 17,000 square meters of land in Shanghai, on which the Group has built an information and technology center. The second one was acquired at RMB49 million for approximately 19,500 square meters of land in Nantong, which was put into use in May, 2010. The third one was RMB10 million for approximately 9,000 square meters of land in Chengdu, on which the Group has built an information and technology center of West China. According to land use right policy in the PRC, the Company has a 50-year use right over the land in Shanghai, a 40-year use right over the land in Nantong, and a 50-year use right over the land in Chengdu, which are used as the basis for amortization, respectively. Amortization expense for the years ended December 31, 2013, 2014 and 2015 was approximately RMB3.2million, RMB2.9 million and RMB2.2 million, respectively. As of December 31, 2014 and 2015, the net book value was RMB104,568,868 and RMB102,328,181, respectively. |
PROPERTY, EQUIPMENT AND SOFTWAR
PROPERTY, EQUIPMENT AND SOFTWARE | 12 Months Ended |
Dec. 31, 2015 | |
PROPERTY, EQUIPMENT AND SOFTWARE | |
PROPERTY, EQUIPMENT AND SOFTWARE | 7 . PROPERTY, EQUIPMENT AND SOFTWARE Property, equipment and software and its related accumulated depreciation and amortization as of December 31 , 2014 and 2015 were as follows: 2014 2015 RMB RMB Buildings Computer equipment Website-related equipment Furniture and fixtures Software Leasehold improvements Construction in progress Less: accumulated depreciation and amortization ) ) Total net book value In 2014, the Company entered into an agreement to acquire building in Shanghai Sky SOHO. All direct costs of the building in Sky SOHO were originally capitalized as construction in progress. In 2015, the building was put into use. Depreciation expense for the years ended December 31, 2013, 2014 and 2015 was RMB110 million, RMB174 million and RMB256 million, respectively. |
INVESTMENTS
INVESTMENTS | 12 Months Ended |
Dec. 31, 2015 | |
INVESTMENTS. | |
INVESTMENTS | 8 . INVESTMENTS The Company’s long-term investments are consisted of the follows: 2014 2015 RMB RMB Held to maturity investment Long-term time deposit — Available-for-sale investments Tujia — LY.com Hanting eHi Easy Go Tuniu Others Equity method investments eLong — Homeinns Others Cost method investments Total net book value Held to maturity investment In September 2015, the Company placed a three-year time deposit of RMB 1 billion to a domestic bank with fixed interest rate of 3.90% per annum. Available-for-sale investments Tujia Tujia was a consolidated subsidiary of the Company. In July, 2015, after Series D+ financing of Tujia, the equity interest of the Company was diluted to 45% and the Company was no longer entitled to appoint the majority of the board of directors of Tujia. As a result, the Company lost the control in Tujia and the financial position and results of operations of Tujia was deconsolidated. A gain of RMB 2.3 billion (approximately US$ 350 million) is recognized in the Other Income (Note 2) for the deconsolidation of Tujia on the deconsolidation date when the investment in Tujia was re-measured at its fair value which was determined by management with the assistance of an independent appraisal using Level 3 inputs. As of December 31, 2015, the Company held 101,498,094 convertible and redeemable preferred shares of Tujia. The convertible and redeemable preferred shares that the Company subscribed from Tujia are not in substance common stocks and are classified as available-for-sale investment . LY.com In April, 2014, the Company purchased a minority stake of LY.com, a leading local attraction ticket service provider, with a cash consideration of approximately RMB1.4 billion. According to the purchase agreement and shareholders arrangement, t he investment on LY.com is considered not in substance common stock and is classified as available-for-sale investments . As of December 31 2015, the Company remeasured the investment in LY.com at a fair value of RMB1.7 billion (approximately US$269 million), with RMB0.3 billion unrealized gain recorded in other comprehensive income. Hanting As a result of a series of investments on Hanting in 2010, the Company holds an aggregate of 22,049,446 shares of Hanting, representing approximately 9% of Hanting’s total outstanding shares with the aggregated investment cost of US$67.5 million (approximately RMB0.5 billion). The Company does not have the ability to exercise significant influence and t he investment in Hanting is classified as available-for-sale investment. As of December 31 2015, the closing price of Hanting was US$31.26 per ADS. The Company remeasured the investment in Hanting at a fair value of RMB1.1 billion (approximately US$172 million), with RMB0.7 billion unrealized gain recorded in other comprehensive income. eHi As a result of a series of investments on eHi since 2013, the Company has held an aggregate equity interest of approximately 14% of eHi’s total outstanding share and 19.6% of eHi’s voting power as of December 31, 2015 with the aggregated investment cost of US$107 million (approximately RMB0.7 billion). The Company does not have the ability to exercise significant influence and t he investment in eHi is classified as available-for-sale investment. As of December 31 2015, the closing price of eHi was US$12.59 per ADS. The Company remeasured the investment in eHi at a fair value of RMB794 million (approximately US$123 million), with RMB0.1 billion unrealized gain recorded in other comprehensive income. Tuniu The Company held an aggregate equity interest of approximately 4% of Tuniu as of December 31, 2015 with the aggregated investment cost of US$ 50 million (approximately RMB0.3 billion). The Company does not have the ability to exercise significant influence and t he investment in Tuniu is classified as available-for-sale investment. As of December 31 2015, the closing price of Tuniu was US$15.98 per ADS. The Company remeasured the investment in Tuniu at a fair value of RMB431 million (approximately US$66 million), with RMB0.1 billion unrealized gain recorded in other comprehensive income. Easy Go In December 2013 and August 2014, the Company subscribed Easy Go’s Series B and Series C convertible preferred shares with a total consideration of US$53 million (approximately RMB 324 million). The convertible preferred shares that the Company subscribed from Easy Go are not in substance common stocks and are classified as available-for-sale investment . As of December 31 2015, the Company remeasured the investment in Easy Go at a fair value of RMB527 million (approximately US$81 million), with RMB0.2 billion unrealized gain recorded in other comprehensive income. Other-than-temporary impairment The Company monitors its investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information . In 2014, the Company recorded an other than temporary investment impairment charge of RMB33 million in “Other Income (net)” for Dining Secretary, an available-for-sale investment based on the difference of its fair value and cost. There is no other-than-temporary impairment charge incurred in 2015 and 2013. Equity method investments Qunar As disclosed in Note 2 “Acquisition”, the Company accounted for the business acquisition of Qunar as step acquisitions. The previously held 48% equity interest of Qunar from the exchange transaction with Baidu was accounted for using equity method until the Company’s consolidation of Qunar, upon obtaining majority voting interest. In 2015, the Company recognized the share of cumulative loss of Qunar before beginning to consolidate with amount of RMB2.4 billion, which primarily included the share based compensation charges recognized by Qunar during the period, The Company subsequently recognized a gain from the re-measurement of aforementioned previously held 48% equity interest of Qunar to its fair value on December 10, 2015, the date of the business combination with amount of RMB2.4 billion, which included currency translation impact of RMB 0.4 billion (Note 2) and included such amount in equity in income/(loss) on affiliates. The Company determined to report the gain from re-measurement for the previously held 48% equity interest in the same line item of the statement of income and comprehensive income in which the equity pick-up of Qunar’s results of operations is presented. The carrying amount and unrealized securities holding profit for investment in Qunar before the business combination as follows: 2015 RMB Investment cost Foreign currency translation Total investment cost Value booked under equity method Share of cumulative loss ) Amortization of outside difference, net of tax ) Carrying value of the investment at the date prior to the consolidation eLong In May 2015, the Company entered into a share purchase agreement with certain selling shareholders, including Expedia, Inc. (“Expedia”), to acquire approximately 38% share capital of eLong, Inc. (“eLong”). The total consideration was approximately USD422 million . The Company has one out of eight board seats of eLong. The Company applies the equity method to account for the investment starting June 2015. The Company applied equity accounting for eLong investment on one quarter lag basis since the financial statements of eLong were not available within a sufficient time period. The carrying amount and unrealized securities holding profit for investment in eLong during the year was as follows: 2015 RMB Investment cost Foreign currency translation Total investment cost Value booked under equity method Share of cumulative loss ) Amortization of outside difference, net of tax ) Total booked value under equity method. ) Net book value as of December 31, 2015 In 2015, among the share of cumulative loss of eLong, the Company recognized the loss as a result of the equity dilution impact in eLong with amount of RMB 13 million in “Equity in income/(loss) of affiliates” of the Comprehensive income statement. Homeinns The Company holds an aggregate equity interest of approximately 15% of the outstanding shares of Homeinns (or 14,400,765 shares). Given the level of investment and the common directors on Board of both companies, the Company applied equity method of accounting to account for the investment in Homeinns. The Company applied equity accounting for Homeinns investment on one quarter lag basis since the financial statements of Homeinns were not available within a sufficient time period. The carrying amount and unrealized securities holding profit for investment in Homeinns as of December 31, 2014 and 2015 were as follows: 2014 2015 RMB RMB Investment cost Balance at beginning of year Foreign currency translation Total investment cost Value booked under equity method Share of cumulative profit Amortization of outside difference, net of tax ) ) Total booked value under equity method. Net book value In 2015, among the share of cumulative profit of Hominns, the Company recognized gain as a result of the equity dilution impact in Homeinns with amount of RMB 5 million in “Equity in income/(loss) of affiliates” of the Comprehensive income statement. Other than Qunar, all other equity method investments are not considered individually material. And in an aggregate basis, the Company summarizes the unaudited condensed financial information of the Company’s equity investments as a group below in accordance with Rule 4-08 of Regulation S-X. Year ended December 31, 2013 2014 2015 Equity investments Equity investments Qunar Other equity investments Operating data: Revenue Gross profit Income/(loss) from operations ) ) Net income/(loss) ) ) Net income/(loss) attributable to our equity method investments companies ) ) Add: Equity dilution impact — ) Add: Gain/(loss) from disposal of equity investments, including the remeasurement gain/(loss) from previously held equity investments in step acquisitions — Equity in income/(loss) of affiliates — ) As of December 31, 2013 2014 2015 Balance sheet data: Current assets Long-term assets Current liabilities. Long-term liabilities. Non-controlling interests. Cost method investments Cost method is used for investments over which the Company does not have the ability to exercise significant influence. The carrying value of cost method investments was RMB 212 million and RMB 1 billion as of December 31, 2014 and 2015 respectively. None of these investments individually is considered as material to the Group’s financial position. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 31, 2015 | |
FAIR VALUE MEASUREMENT | |
FAIR VALUE MEASUREMENT | 9. FAIR VALUE MEASUREMENT In accordance with ASC 820-10, the Company measures financial products, time deposits and available-for-sale investments at fair value on a recurring basis . Available-for-sale investment s classified within Level 1 are valued using quoted market prices that currently available on a securities exchange registered with the Securities and Exchange Commission (SEC). F inancial products and time deposits classified within Level 2 are valued using directly or indirectly observable inputs in the market place. The a vailable-for-sale investments classified within Level 3 are valued based on a model utilizing unobservable inputs which require significant management judgment and estimation. Assets measured at fai r value on a recurring basis are summarized below: Fair Value Measurement at December 31, 2015 Using Quoted Prices in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable inputs (Level 3) Fair Value at December 31, 2015 RMB RMB RMB RMB US$ Financial products — — Time deposits — — Available-for-sale investments Tujia — — LY.com — — Hanting — — eHi — — Easy Go — — Tuniu — — Others — — Total Fair Value Measurement at December 31, 2014 Using Quoted Prices in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable inputs (Level 3) Fair Value at December 31, 2014 RMB RMB RMB RMB US$ Financial products — — Time deposits — — Available-for-sale investments LY.com — — Hanting — — Easy Go — — eHi — — Tuniu — — Others — — Total The roll forward of major Level 3 investments are as following: Tujia LY.com Easy Go Others RMB RMB RMB RMB Fair value of Level 3 investment as at December 31, 2013 — — Addition — Effect of exchange rate change — — Other than temporary impairment ) The change in fair value of the investment — ) Fair value of Level 3 investment as at December 31, 2014 — Addition — — Effect of exchange rate change — The change in fair value of the investment ) Fair value of Level 3 investment as at December 31, 2015 Fair value of Level 3 investments as at December 31, 2015 (US$) The Company determined the fair value of their investment by using an income approach concluding on the overall investee’s equity value and allocating this value to the various classes of preferred and common shares by using an option-pricing method. The determination of the fair value was assisted by independent appraisals, based on estimates, judgments and information of other comparable public companies. The significant unobservable inputs used in the valuation are as following: Unobservable Input Tujia LY.com Easy Go Others Weighted average cost of capital 17% 17% 12% 17 - 25% Terminal growth rate 3% 3% 3% 3% Lack of marketability discount 30% 35% 20% 9 - 30% Time to liquidation 4 years 4 years 2 years 0.58 - 3.29 years Risk-free rate 2.21% 2.21% 1.65% 1.45 - 2.60% Expected volatility 42.8% 50.4% 38.75% 33.07 - 62.72% Probability Liquidation scenario: 10% Redemption scenario: 10% IPO scenario: 80% Liquidation scenario: 70% IPO scenario: 30% Liquidation scenario: 55% Redemption scenario: 45% Conversion scenario: 5% Liquidation scenario: 40% - 50% Redemption scenario: 40% - 50% Conversion scenario: 0 - 20% Dividend yield Nil Nil Nil Nil |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2015 | |
GOODWILL | |
GOODWILL | 10 . GOODWILL Goodwill, which is not tax deductible, represents the synergy effects of the business combinations. The changes in the carrying amount of goodwill for the years ended December 31 , 2014 and 2015 were as follows: 2014 2015 RMB RMB Balance at beginning of year Acquisition of Qunar (Note 2) — Acquisition of Travelfusion (Note 2) — Acquisition of an offline travel agency in 2014 and measurement period adjustment in 2015 (Note 2) Acquisition of a technology company focusing on hotel customer reviews in 2014 and measurement period adjustment in 2015 (Note 2) ) Acquisition of an online trip package service provider (Note 2) — Others Balance at end of period. Goodwill arose from the business combination completed in the years ended December 31, 2015 has been allocated to the single reporting unit of the Group. For the years ended December 31, 2013, 2014 and 2015, the Company did not have goodwill impairment. As of December 31, 2015, there had not been accumulated goodwill impairment provided. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2015 | |
INTANGIBLE ASSETS | |
INTANGIBLE ASSETS | 11 . INTANGIBLE ASSETS Intangible assets as of December 31 , 2014 and 2015 were as follows: 2014 2015 RMB RMB Intangible asset Intangible assets to be amortized Business Relationship (Representing the relationship with the travel service providers and other business partners) Technology Customer relationship Non-compete agreements Cross-border travel agency license Others Intangible assets not subject to amortization Trade mark Golf membership certificate Others Less: accumulated amortization Intangible assets to be amortized Business Relationship ) ) Technology ) ) Customer relationship ) ) Non-compete agreements ) ) Cross-border travel agency license ) ) Others ) ) ) ) Net book value Intangible assets to be amortized Business Relationship Technology — Customer relationship Non-compete agreements — — Cross-border travel agency license — — Others Intangible assets not subject to amortization Trade mark Golf membership certificate Others Finite-lived intangible assets are tested for impairment if impairment indicators arise. The Company amortizes its finite-lived intangible assets using the straight-line method: Customer relationship 3-10 years Business Relationship 10 years Technology 5-6 years Non-compete agreements 5 years Cross-border travel agency license 8 years Amortization expense for the years ended December 31, 2013, 2014 and 2015 was approximately RMB7 million, RMB5 million and RMB58 million respectively. The annual estimated amortization expense for intangible assets subject to amortization for the five succeeding years is as follows: Amortization RMB 2016 2017 2018 2019 2020 |
SHORT-TERM DEBT
SHORT-TERM DEBT | 12 Months Ended |
Dec. 31, 2015 | |
SHORT-TERM DEBT. | |
SHORT-TERM DEBT | 12 . SHORT-TERM DEBT 2014 2015 RMB RMB Short-term borrowings 2017 and 2018 Convertible Senior Notes (Note 17) Qunar CB (Note 16) — Total As of December 31, 2015, the Group obtained two borrowings of RMB165 million (US$25.4 million) in aggregate collateralized by a short-term investment of RMB67 million and a bank deposit of RMB20 million as restricted cash. The annual interest rate of borrowings is approximately 1.8%. As of December 31, 2015, the Group obtained three borrowings of RMB1.2 billion (US$179.7 million) in aggregate collateralized by short-term investment of RMB1.2 billion and bank deposits of RMB100 million as restricted cash. The annual interest rate of borrowings is approximately 1.6%. As of December 31, 2015, the Group obtained one borrowings of RMB364 million (US$56.3 million) in aggregate collateralized by bank deposits of RMB380 million classified as restricted cash. The annual interest rate of borrowings is approximately 1.4%. As of December 31, 2015, the Group obtained one borrowings of RMB381 million (US$58.8 million) in aggregate collateralized by short-term investment of RMB75 million. The annual interest rate of borrowings is approximately 2.1%. As of December 31, 2015, the Group obtained three borrowings of RMB1.0 billion (US$157 million) in aggregate collateralized by short-term investment of RMB442 million. The annual interest rate of borrowings is approximately 1.6%. As of December 31, 2015, the Group obtained three borrowings of RMB809.7 million (US$125 million) in aggregate collateralized by bank deposits of RMB58 million classified as restricted cash. The annual interest rate of borrowings is approximately 2.0%. As of December 31, 2015, the Group obtained one borrowings of RMB643.5 million (US$99 million) in aggregate collateralized by bank deposits of RMB650 million classified as restricted cash. The annual interest rate of borrowings is approximately 1.6%. The short-term borrowing contain covenants including, among others, limitation on liens, consolidation, merger and sale of the Company’s assets. The Company is in compliance with all of the loan covenants as of December 31, 2014 and 2015. |
RELATED PARTY TRANSACTIONS AND
RELATED PARTY TRANSACTIONS AND BALANCES | 12 Months Ended |
Dec. 31, 2015 | |
RELATED PARTY TRANSACTIONS AND BALANCES | |
RELATED PARTY TRANSACTIONS AND BALANCES | 13 . RELATED PARTY TRANSACTIONS AND BALANCES During the years ended December 31, 2013, 2014 and 2015 significant related party transactions were as follows: 2013 2014 2015 RMB RMB RMB Commissions from Homeinns (a) Commissions from Hanting (a) Commissions from eLong (a) — — Commissions from Tujia (a) — — Commissions from Baidu — — Entrusted loan and interest to a technology company focusing on hotel customer reviews (b) — Shareholders’ loan and interest to Skyseas (c) — Commissions to eLong (d) — Commissions to LY.com (d) — Online marketing service from Baidu (e) — — Purchase of tour package from Ananda Travel Service (Aust.) Pty Limited (“Ananda”) (f) (a) Homeinns, Hanting , eLong and Tujia have entered into agreements with the Company, respectively, to provide hotel rooms for our customers. The transactions above represent the commissions earned from these related parties. (b) In September 2013, the Company entered into agreements with a technology company focusing on hotel customer reviews to provide entrusted loan of RMB13 million. The entrusted loan has a one-year maturity period. The balance of entrusted loan together with the interest to the technology company focusing on hotel customer reviews for the year ended December 31, 2013 and December 31, 2014 are presented as above. (c) In 2014 , the Company provided shareholder’s loan of US$80 million to Skyseas. The interest rate is 3% per annum currently and shall be subject to annual review and adjustment with mutual consent. The loan is guaranteed by a vessel mortgage and shall be paid back by installments through 2020. The balance of the loan together with the interest for the year ended December 31, 2014 and the interest for the year ended December 31, 2015 is presented as above. (d) The Company entered into agreements to provide hotel rooms to eLong and LY.com. Commissions to LY.com presented above starting from April 1, 2014 to December 31, 2015. Commissions to eLong starting from June 1, 2015 to December 31, 2015 are presented as above. (e) The Company and its online marketing service supplier, Baidu, which is also the major shareholder of the Company, ha ve entered into marketing service agreements. Marketing service expense starting from November, 2015 to December 31, 2015 is presented as above. (f) The Company’s tour package supplier, Ananda is an affiliate of Wing On Travel. Tour package purchase from Ananda for the years ended December 31, 2013, 2014 and 2015 is presented as above. As of December 31, 2014 and 2015, significant balances with related parties were as follows: 2014 2015 RMB RMB Due from related parties, current: Due from Baidu (a) Due from Skyseas — Due from LY.com Due from eLong Due from Hanting Due from Homeinns Due from Tujia — Due from others — Due from related parties, non-current: Due from Skyseas Due from Hanting — Due to related parties, current: Due to Baidu(b) — Due to eLong — Due to LY.com Due to Ananda Due to Hanting (a) On October 27, 2015, the Company granted a loan amounting to RMB650 million (US$100 million) to Baidu Holdings. The loan bore an interest at 1.00% with a repayment term of 12 months. The company received the repayment in March, 2016. (b) On February 27, 2014, Qunar entered into a US$300,000,000 revolving credit facility agreement with Baidu. The three-year credit facility bears no commitment fee. Any drawdown bears interest at a rate of 90% of the benchmark lending rate published by the People’s Bank of China and shall be repaid within three years from the drawdown date. Qunar is allowed to repay its outstanding debt obligation at maturity either by cash or by issuance of Class B shares. The applicable share conversion price will be determined by the prevailing share price at the maturity date. On March 12 and May 4, 2015, Qunar drew down RMB507 million (US$78 million) and RMB627 million (US$97 million) respectively, pursuant to the revolving credit facility agreement. In March 2016, the company repaid these loans and the facility agreement was terminated. In addition, On October 26, 2015, Qunar was granted a loan amounting to RMB640 million (US$99 million) from Baidu Times. The loan bore an interest at 4.14% with a repayment term of 12 months. The Company repaid the loan in March, 2016. On June 1, 2015, Qunar and Baidu entered into a business cooperation agreement, under which Baidu agreed to grant the Company an exclusive right to integrate its hotel information and products into the personal computer and mobile versions of Baidu Maps. The Company will display location-based hotel data through the Baidu Maps interface. Users can click on the displayed hotels to view hotels and to complete bookings. Qunar pays Baidu cash amount at a certain percentage of gross revenue the Company earns in exchange for the services Baidu provides to the Company. This agreement will expire in May 2016 subject to renewal negotiation between both parties. |
EMPLOYEE BENEFITS
EMPLOYEE BENEFITS | 12 Months Ended |
Dec. 31, 2015 | |
EMPLOYEE BENEFITS | |
EMPLOYEE BENEFITS | 14. EMPLOYEE BENEFITS The Group’s employee benefit primarily related to the full-time employees of the PRC subsidiaries and the VIEs, including medical care, welfare subsidies, unemployment insurance and pension benefits. The PRC subsidiaries and the VIEs are required to accrue for these benefits based on certain percentages of the employees’ salaries in accordance with the relevant PRC regulations and make contributions to the state-sponsored pension and medical plans out of the amounts accrued for medical and pension benefits. The PRC government is responsible for the medical benefits and ultimate pension liability to these employees. The total expenses recorded for such employee benefits amounted to RMB 441 million , RMB 725 million and RMB 961 million for the year s ended December 31, 20 13 , 20 14 and 201 5 respectively . |
TAXATION
TAXATION | 12 Months Ended |
Dec. 31, 2015 | |
TAXATION | |
TAXATION | 15. TAXATION Cayman Islands Under the current laws of Cayman Islands, the Company is not subject to tax on income or capital gain. In addition, upon payments of dividends by the Company to its shareholders, no Cayman Islands withholding tax will be imposed. Hong Kong The Company’s subsidiaries incorporated in the Hong Kong are subject to Hong Kong Profits Tax (“CIT”) on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong . Taiwan The Company’s consolidated entities registered in the Taiwan are subject to Taiwan Enterprise Income Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant Taiwan income tax laws. The applicable tax rate is 17% in Taiwan. The PRC The Company’s subsidiaries and VIEs registered in the PRC are subject to PRC Corporate Income Tax (“ C IT”) on the taxable income as reported in their respective statutory financial statements adjusted in accordance with relevant PRC income tax laws. The PRC CIT laws apply a general enterprise income tax rate of 25% to both foreign-invested enterprises and domestic enterprises. Preferential tax treatments are granted to enterprises, which conduct business in certain encouraged sectors and to enterprises otherwise classified as a High and New Technology Enterprise (“HNTE”). Being qualified as HNTE, Ctrip Computer Technology, Ctrip Travel Information and Ctrip Travel Network are entitled to a preferential EIT rate of 15% from 2015 to 2017 and JointWisdom is entitled to a preferential EIT rate of 15% from 2015 to 2017. In 2012, Chengdu Ctrip and Chengdu Ctrip International obtained approval from local tax authorities to apply the 15% preferential tax rate from 2012 to 2015 as qualified as Enterprises falling within the Catalog of Encouraged Industries in the Western Region (“Old Catalog”). In 2013, Chengdu Information Technology Co., Ltd. (“Chengdu Information”) obtained approval from local tax authorities to apply the 15% tax rate from 2013 to 2016. In 2014, a new Catalog of Encouraged Industries in the Western Region (“New Catalog”) has been released. Under the “New Catalog”, the subsidiary may apply the 15% rate for CIT filing upon agreement by the in-charge tax authorities. Pursuant to the PRC CIT Law, all foreign invested enterprises in the PRC are subject to the withholding tax for their earnings generated after January 1, 2008. The Company expects to indefinitely reinvest undistributed earnings generated after January 1, 2008 in the onshore PRC entities. As a result, no deferred tax liability was provided on the outside basis difference from undistributed earnings after January 1, 2008. Composition of income tax expense The current and deferred portion of income tax expense included in the consolidated statements of income for the years ended December 31 , 2013, 2014 and 2015 were as follows: 2013 2014 2015 RMB RMB RMB Current income tax expense Deferred tax (benefit)/expense ) ) Income tax expense Income tax expense was RMB470 million (US$73 million) in the year ended December 31, 2015, increase from RMB131 million in the year ended 2014. The effective income tax rate in year ended December 31, 2015 was 16%, as compared to 97% in the year ended 2014, mainly due to in 2014, the Company recognized a significant valuation allowance against certain deferred tax assets due to increase in tax losses generated from certain subsidiaries that are not expected to be recovered. Reconciliation of the differences between statutory tax rate and the effective tax rate The reconciliation between the statutory CIT rate and the Group’s effective tax rate for the years ended December 31 , 2013, 2014 and 2015 were as follows: 2013 2014 2015 Statutory CIT rate % % % Tax differential from statutory rate applicable to subsidiaries with referential tax rates )% )% )% Gain on deconsolidation of a subsidiary with a withholding tax rate of 10% versus the statutory CIT rate — — )% Non-deductible expenses incurred % % % Change in valuation allowance % % % Effective CIT rate % % % Significant components of deferred tax assets and liabilities: 2014 2015 RMB RMB Deferred tax assets: Loss carry forward — Accrued liability for customer reward related programs — Accrued staff salary — Accrued expenses Others — Less: Valuation allowance of deferred tax assets ) — Total deferred tax assets, current — Deferred tax assets, non-current: Accrued expenses — Loss carry forward — Accrued liability for customer reward related programs — Accrued staff salary — Others — Less: Valuation allowance of deferred tax assets — ) Total deferred tax assets, non-current — Deferred tax liabilities, non-current: Recognition of intangible assets arise from business combinations ) ) Net deferred tax assets/(liabilities) ) On November 20, 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes. This accounting standard requires deferred tax assets and liabilities, along with related valuation allowances, to be classified as noncurrent on the balance sheet. As a result, each tax jurisdiction will now only have one net noncurrent deferred tax asset or liability. The new guidance does not change the existing requirement that prohibits offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The Company elected to early-adopt this guidance in 2015 prospectively. Movement of valuation allowances: 2013 2014 2015 RMB RMB RMB Balance at beginning of year Current year additions Deconsolidation of Tujia — — ) Balance at end of year As of December 31, 2014 and 2015, valuation allowance of RMB183 million and RMB31 million was mainly provided for operating loss carry forwards related to certain subsidiary based on then assessment where it is more likely than not that such deferred tax assets will not be realized. If events were to occur in the future that would allow us to realize more of our deferred tax assets than the presently recorded net amount, an adjustment would be made to the deferred tax assets that would increase income for the period when those events occurred. As of December 31, 2015, the Group had net operating tax loss carry forwards amounted to RMB227 million which will expire from 2016 to 2019 if not used. The provisions for income taxes for the years ended December 31, 2013, 2014 and 2015 differ from the amounts computed by applying the CIT primarily due to preferential tax rate enjoyed by certain subsidiaries and VIEs of the Company as well as the the g ain on deconsolidation of a subsidiary with was subject to a lower withholding tax rate of 10% . The following table sets forth the effect of preferential tax on China operations: 2013 2014 2015 RMB RMB RMB Tax holiday effect Basic net income per ADS effect Diluted net income per ADS effect Qunar, one of the Company’s subsidiaries acts as an agent for its air travel facilitating services including aviation insurance policies (the “Aviation Insurance Arrangements”), Qunar, like Ctrip presents revenues from such transactions on a net basis. Under the current PRC CIT Laws and regulations, Qunar’s existing business arrangement more likely than not will subject Qunar to income taxes on a gross basis for the Aviation Insurance Arrangements. The difference between the net revenue and the gross revenue is considered as deemed revenue for additional income taxes. The associated income tax expense is calculated by applying the applicable tax rate to the deemed revenue amount and includes the late payment interest based on the applicable tax rules. The majority of the liabilities for unrecognized tax benefits represent tax positions taken with respect to deemed revenue. The unrecognized tax benefits are recorded in other current liabilities. It is possible that the amount accrued will change in the next 12 months, however, an estimate of the range of the possible change cannot be made at this time. |
OTHER PAYABLES AND ACCRUALS
OTHER PAYABLES AND ACCRUALS | 12 Months Ended |
Dec. 31, 2015 | |
OTHER PAYABLES AND ACCRUALS | |
OTHER PAYABLES AND ACCRUALS | 16 . OTHER PAYABLES AND ACCRUALS Components of other payables and accruals as of December 31 , 2014 and 2015 were as follows: 2014 2015 RMB RMB Accrued operating expenses Payable for Qunar CB holders (a) — Deposits received from suppliers and packaged-tour users Payable for acquisition Deposit for special bonus program (b) Due to employees for stock option proceeds received on their behalf Interest payable Accruals for property and equipment Deferred revenue Others Total (a) In June 2015, Qunar issued US$ 500 million, 2% interest rate convertible senior notes due 2021 (the “Qunar CB”) to several institutional investors (the “CB Holders”). The Qunar CB included a Make-Whole provision, where the CB Holders are granted a right to convert the Qunar CB into Qunar’s ADS at an increased conversion rate (the “Make-Whole Rate”) or request redemption at an equivalent dollar amount in the event of certain fundamental changes of Qunar, including change in shareholding over 10%. In October 2015, Ctrip obtained 45% equity interest of Qunar from Baidu which triggered the Make-Whole provision. In December 2015, Ctrip entered into the agreements with the CB Holders to settle all the outstanding Qunar CB in the consideration equal to the value of Qunar ADS as if were converted at the Make-Whole Rate. The total consideration included cash and the ordinary shares of Ctrip with the aggregated amount of RMB3.9 billion. Such liability of Qunar CB is considered as assumed liability at the Company for Qunar and was charged in pre-acquisition of Qunar. The settlement was paid in January 2016. (b) In September, 2014, the Company established a special bonus program. Under this program, the Company provides the bonus units to the selected employees and the employees are required to provide deposit to participate such program. The bonus is calculated based on certain agreed-upon performance merits and is paid together with the deposit. As of December 31, 2015, the Company recognized the employees deposit of RMB92 million in other payable. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2015 | |
LONG-TERM DEBT. | |
LONG-TERM DEBT | 17. LONG-TERM DEBT 2014 2015 RMB RMB 2018 1.25% Convertible Senior Notes — 2020 1% Convertible Senior Notes — 2025 1.99% Convertible Senior Notes — Priceline 1% Convertible 2019 Notes Priceline 1% Convertible 2020 Notes — Priceline 2% Convertible 2025 Notes — Hillhouse 2% Convertible 2025 Notes — Less: Debt issuance cost ) ) Total As a result of adopting the new guidance related to the presentation of debt issuance costs (see Note 2), the Company’s consolidated balance sheet as of December 31, 2014 has been retrospectively adjusted to reduce long-term debt by RMB 81 million, reduce long term deposit and prepayment by RMB 81 million. As of December 31, 2015, the fair value of the Company’s long term notes, based on Level 2 inputs, was US$2.9 billion ( RMB18 .5 billion). Description of 2017 Convertible Senior Notes On September 24, 2012, the Company issued US $ 180 million in aggregate principle amount of 0.5% Convertible Senior Notes due September 15, 2017 (the “2017 Notes”) at par. The 2017 Notes may be converted, under certain circumstances, based on an initial conversion rate of 51.7116 American depository shares (“ADS”) per US$ 1,000 principal amount of the 2017 Notes (which represents an initial conversion price of US$19.34 per ADS). The net proceeds to the Company from the issuance of the 2017 Notes were US $175 million. The Company pays cash interest at an annual rate of 0.5% on the 2017 Notes, payable semi-annually in arrears on March 15 and September 15 of each year, beginning March 15, 2013. Debt issuance costs were US $5.4 million and are being amortized to interest expense to the first put date of the 2017 Notes (September 15, 2015). The 2017 Notes are general senior unsecured obligations and rank (1) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the 2017 Notes, (2) equal in right of payment to any of the Company’s future indebtedness and other liabilities of the Company that are not so subordinated, (3) junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and (4) structurally junior to all future indebtedness incurred by the Company’s subsidiaries and their other liabilities (including trade payables). Concurrently with the issuance of the 2017 Notes, the Company purchased a call option (“Purchased Call Option”) and sold warrants (“Sold Warrants”). The separate Purchased Call Option and Sold Warrants are structured to reduce the potential future economic dilution associated with the conversion of the 2017 Notes and to increase the initial conversion price to US $ 26.37 per ADS. Each of these components is discussed separately below: Purchase Call Option Counterparty agreed to sell to the Company up to approximately 9.3 million shares of the Company’s ADS, which is the number of ADS initially issuable upon conversion of the 2017 Notes in full, at a price of US$19.34 per ADS. The Purchased Call Option will be settled by the counterparty in ADSs and will terminate upon the maturity date of the 2017 Notes. Settlement of the Purchased Call Option in ADSs, based on the number of ADSs issued upon conversion of the 2017 Notes, on the expiration date would result in the Company receiving shares equivalent to the number of shares issuable by the Company upon conversion of the 2017 Notes. Should there be an early termination of the Purchased Call Option, the number of ADSs potentially received by the Company will depend upon 1) the then existing overall market conditions, 2) the Company’s stock price, 3) the volatility of the Company’s stock, and 4) the amount of time remaining before expiration of the convertible note hedge. Sold Warrants The Company received US $ 26.6 million from the same counterparty from the sale of warrants to purchase up to approximately 9.3 million shares of the Company’s ADS at an exercise price of US $ 26.37 per ADS. T he warrants had an expected life of 5 years and expire on September 15, 2017. At expiration, the Company may, at its option, elect to settle the warrants on a net share basis. As of December 31, 2015 , the warrants had not been exercised and remained outstanding. Use of Proceeds The Company use d a portion of the net proceeds of the offering to pay the associated cost of the convertible note hedge transaction, after such cost is partially offset by the proceeds to the Company from the sale of the warrant transaction. T he remainder of the net proceeds from this offering is planned to be used for other general corporate purposes, including working capital needs and potential acquisitions of complementary businesses, as well as potential ADS repurchases and note retirement from time to time. Evaluation that transactions should be viewed as a single unit: In accordance with ASC 815-10-15, the Company concluded that the offering of the 2017 Notes, Purchased Call Option and the Issued Warrants (1) do not entail the same risks as the 2017 Notes involve interest, credit and equity risks, whereas the Purchased Call Option and Issued Warrants transaction was intended to reduce the equity dilution risk for the Company and (2) have a valid business purpose and economic need for structuring the transactions separately as the Company wanted to mitigate future dilution upon conversion of the 2017 Notes, as such required that the purchased call option is an American style option which is physical settled whereas the warrant is a European style instrument that allows net share settlement or cash settlement at the choice of the Company. Therefore, the offering of the 2017 Notes, Purchased Call Option and Issued Warrants transactions should be accounted for as separate transactions. The Company has accounted for the 2017 Notes in accordance with ASC 470, as a single instrument as a long-term debt. The value of the 2017 Notes is measured by the cash received. As of December 31, 2015, RMB325 million (US$50 million) is reclassified as short-term debt to present the 2017 Notes may be redeemed within one year (Note 12). The key terms of the 2017 Notes are as follows: Redemption Contingent redemption option The 2017 Notes are not redeemable prior to the maturity date of September 15, 2017 , except as described below . The holders of the 2017 Notes (the “Holders”) have a non-contingent option to require the Company to repurchase for cash all or any portion of their 2017 Notes on September 15, 2015. The repurchase price will equal 100% of the principal amount of the 2017 Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. If a fundamental change (as defined in the Indenture) occurs prior to the maturity date, the Holders may require the Company to purchase for cash all or any portion of the 2017 Notes at a purchase price equal to 100% of the principal amount of the 2017 Notes to be purchased plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date. The Holders have the option to require the Company to repurchase the 2017 Notes, in whole or in part, in the event of a fundamental change for an amount equal to the 100% of the principal amount and any accrued and unpaid interest in the event of fundamental changes. The Company believes that the likelihood of occurrence of events considered a fundamental change is remote. The contingent redemption option is assessed in accordance with ASC 815-15-25-42. The contingent redemption option is considered clearly and closely related to its debt host and does not meet the requirement for bifurcation as the 2017 Notes were issued at par and the repurchase feature requires the issuer to settle the option by delivering par plus accrued and unpaid interest, the 2017 Notes holder would recover all of their initial investment. Additionally, since the 2017 Notes holder can only recover its initial investment upon exercise of its option, there are no interest rate scenarios under which the embedded derivative would at least double the investor’s initial rate of return. Non-contingent redemption option On September 15, 2015 (after year 3), the Holders have the right to require the issuer to redeem, at 100% of the loan’s principal amount plus accrued and unpaid interest, in which circumstance the Holders would recover substantially all of their initial investment. Since the Holders can only recover its initial investment upon exercise of its option, there are no interest rate scenarios under which the embedded derivative would at least double the investor’s initial rate of return. Therefore, the embedded repurchase feature (put option) is considered clearly and closely related to the debt host pursuant to ASC 815-15-25-1 and does not meet the requirements for bifurcation. Conversion The Holders may convert their 2017 Notes in integral multiples of US $ 1,000 principle amount at an initial conversion rate of US$19.34 per ADS, at any time prior to the maturity date of September 15, 2017. Upon conversion of the 2017 Notes, the Company will deliver shares of the Company’s ADS. The conversion rate is subject to adjustment in certain events, such as distribution of dividends and stock splits. In addition, upon a make-whole fundamental change (as defined in the Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2017 Notes in connection with such make-whole fundamental change. In accordance with ASC 815-10-15-83, the conversion option meets the definition of a derivative. However, bifurcation of conversion option from the 2017 Notes is not required as the scope exception prescribed in ASC 815-10-15-74 is met as the conversion option is considered indexed to the entity’s own stock and classified in stockholders’ equity. Early conversion of 2017 C onvertible S enior N otes T he Company offered the public tranche of the 2017 Notes holders to convert their 2017 Notes early , through an inducement . The inducement we offered included the original term’s ratio for ADS conversion plus a cash incentive of 1.5%-2.0%. As a result of the inducement, for year ended December 31, 2014 and 2015, US$ 65.5 million and US $ 18.9 million of the 2017 Notes was tendered, respectively , or 3.4 million ADS and 1 million ADS at the initial conversion rate of 51.7116 ADS per n ote , respectively . Th ese conversion s did not materially impact the current shares outstanding. Early termination of Call Option The above early conversion of 2017 Convertible Senior Notes also resulted in an early termination of a c all o ption we entered into during 2012, of which the Company has received US$ 11.6 million from this early termination. Description of 2018 Convertible Senior Notes On October 17 , 201 3 , the Company issued US $800 million in aggregate principle amount of 1.25 % Convertible Senior 2018 Notes due October 15, 201 8 (the “2018 Notes”) at par. The 2018 Notes may be converted, under certain circumstances, based on an initial conversion rate of 12.7568 American depository shares (“ADS”) per US$ 1,000 principal amount of the 2018 Notes (which represents an initial conversion price of US $78.39 per ADS). The net proceeds to the Company from the issuance of the 2018 Notes were US $780 million. The Company pays cash interest at an annual rate of 1.25 % on the 2018 Notes, payable semi-annually in arrears on April 15 and October 15 of each year, beginning April 15, 201 4 . Debt issuance costs were US $19.6 million and are being amortized to interest expense to the maturity date of the 2018 Notes ( October 15, 201 8 ). The 2018 Notes are general senior unsecured obligations and rank (1) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the 2018 Notes, (2) equal in right of payment to any of the Company’s future indebtedness and other liabilities of the Company that are not so subordinated, (3) junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and (4) structurally junior to all future indebtedness incurred by the Company’s subsidiaries and their other liabilities (including trade payables). Concurrently with the issuance of the 2018 Notes, the Company purchased a call option (“Purchased Call Option”) and sold warrants (“Sold Warrants”). The separate Purchased Call Option and Sold Warrants are structured to reduce the potential future economic dilution associated with the conversion of the 2018 Notes and to increase the initial conversion price to US $96.27 per ADS. Each of these components is discussed separately below: Purchase Call Option Counterparty agreed to sell to the Company up to approximately 10.2 million shares of the Company’s ADS, which is the number of ADS initially issuable upon conversion of the 2018 Notes in full, at a price of US $78.39 per ADS. The Purchased Call Option will be settled in ADSs and will terminate upon the maturity date of the 2018 Notes. Settlement of the Purchased Call Option in ADSs, based on the number of ADSs issued upon conversion of the 2018 Notes, on the expiration date would result in the Company receiving shares equivalent to the number of shares issuable by the Company upon conversion of the 2018 Notes. Should there be an early termination of the Purchased Call Option, the number of ADSs potentially received by the Company will depend upon 1) the then existing overall market conditions, 2) the Company’s stock price, 3) the volatility of the Company’s stock, and 4) the amount of time remaining before expiration of the convertible note hedge. Sold Warrants The Company received US $77.2 million from the same counterparty from the sale of warrants to purchase up to approximately 10.2 million shares of the Company’s ADS at an exercise price of US $96.27 per ADS. T he warrants had an expected life of 5 years and expire on October 15, 201 8 . At expiration, the Company may, at its option, elect to settle the warrants on a net share basis. As of December 31, 2015 , the warrants had not been exercised and remained outstanding. Use of Proceeds The Company use d a portion of the net proceeds of the offering to pay the associated cost of the convertible note hedge transaction, after such cost is partially offset by the proceeds to the Company from the sale of the warrant transaction. T he remainder of the net proceeds from this offering is planned to be used for other general corporate purposes, including working capital needs and potential acquisitions of complementary businesses, as well as potential ADS repurchases and note retirement from time to time. Evaluation that transactions should be viewed as a single unit: In accordance with ASC 815-10-15, the Company concluded that the offering of the 2018 Notes, Purchased Call Option and the Issued Warrants (1) do not entail the same risks as the 2018 Notes involve interest, credit and equity risks, whereas the Purchased Call Option and Issued Warrants transaction was intended to reduce the equity dilution risk for the Company and (2) have a valid business purpose and economic need for structuring the transactions separately as the Company wanted to mitigate future dilution upon conversion of the 2018 Notes, as such required that the purchased call option is an American style option which is physical settled whereas the warrant is a European style instrument that allows net share settlement or cash settlement at the choice of the Company. Therefore, the offering of the 2018 Notes, Purchased Call Option and Issued Warrants transactions should be accounted for as separate transactions. The Company has accounted for the 2018 Notes in accordance with ASC 470, as a single instrument as a long-term debt. The value of the 2018 Notes is measured by the cash received. As of December 31, 2015, RMB5.2 billion (US$800 million) is reclassified as short-term debt to present the 2018 Notes may be redeemed within one year (Note 12). The key terms of the 2018 Notes are as follows: Redemption Contingent redemption option The 2018 Notes are not redeemable prior to the maturity date of October 15, 201 8, except as described below . The holders of the 2018 Notes (the “Holders”) have a non-contingent option to require the Company to repurchase for cash all or any portion of their 2018 Notes on October 15, 201 6 . The repurchase price will equal 100% of the principal amount of the 2018 Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. If a fundamental change (as defined in the Indenture) occurs prior to the maturity date, the Holders may require the Company to purchase for cash all or any portion of the 2018 Notes at a purchase price equal to 100% of the principal amount of the 2018 Notes to be purchased plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date. The Holders have the option to require the Company to repurchase the 2018 Notes, in whole or in part, in the event of a fundamental change for an amount equal to the 100% of the principal amount and any accrued and unpaid interest in the event of fundamental changes. The Company believes that the likelihood of occurrence of events considered a fundamental change is remote. The contingent redemption option is assessed in accordance with ASC 815-15-25-42. The contingent redemption option is considered clearly and closely related to its debt host and does not meet the requirement for bifurcation as the 2018 Notes were issued at par and the repurchase feature requires the issuer to settle the option by delivering par plus accrued and unpaid interest, the 2018 Notes holder would recover all of their initial investment. Additionally, since the 2018 Notes holder can only recover its initial investment upon exercise of its option, there are no interest rate scenarios under which the embedded derivative would at least double the investor’s initial rate of return. Non-contingent redemption option On October 15, 2016 (after year 3), the Holders have the right to require the issuer to redeem, at 100% of the loan’s principal amount plus accrued and unpaid interest, in which circumstance the Holders would recover substantially all of their initial investment. Since the Holders can only recover its initial investment upon exercise of its option, there are no interest rate scenarios under which the embedded derivative would at least double the investor’s initial rate of return. Therefore, the embedded repurchase feature (put option) is considered clearly and closely related to the debt host pursuant to ASC 815-15-25-1 and does not meet the requirements for bifurcation. Conversion The Holders may convert their 2018 Notes in integral multiples of US $ 1,000 principle amount at an initial conversion rate of US $78.39 per ADS, at any time prior to the maturity date of October 15, 201 8 . Upon conversion of the 2018 Notes, the Company will deliver shares of the Company’s ADS. The conversion rate is subject to adjustment in certain events, such as distribution of dividends and stock splits. In addition, upon a make-whole fundamental change (as defined in the Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2018 Notes in connection with such make-whole fundamental change. In accordance with ASC 815-10-15-83, the conversion option meets the definition of a derivative. However, bifurcation of conversion option from the 2018 Notes is not required as the scope exception prescribed in ASC 815-10-15-74 is met as the conversion option is considered indexed to the entity’s own stock and classified in stockholders’ equity. Assessment of Beneficial Conversion Feature and Contingent Beneficial Conversion Feature: As the conversion options are not bifurcated, the Company has assessed the beneficial conversion feature (“BCF”), as of commitment date as defined in ASC 470-20. There was no BCF attribute to the 2018 Notes as the set conversion price for the 2018 Notes was greater than the fair value of the ordinary share price at date of issuance. The Holders have the option to convert upon a fundamental change, if Holders decide to convert in connection with a fundamental change; the number of shares issuable upon conversion will be increased. The Company will have to assess for the contingent BCF using a measurement date upon issuance of the 2018 Notes, upon occurrence of such adjustment. The settlement of the conversion is based on a make-whole provision resulting from a fundamental change, this feature is consistent with ASC 815-40-55-46 (example 19), therefore the Company concludes that this feature is also considered indexed to its own stock. Accounting for Debt Issuance Costs: The debt issuance costs were recorded as reduction to the long term debt and are amortized as interest expense, using the effective interest method, over the term of the 2018 Notes. Accounting for Purchased Call Option: In accordance with ASC 815-10-15-83, the Purchased Call Option meets the definition of a derivative instrument. However, the scope exception in accordance with ASC 815-10-15-74 applies to the Purchased Call Option as it is indexed to its own stock, and the Purchased Call Option meets the requirements of ASC 815 and would be classified in stockholders’ equity, therefore, the cost paid for Purchased Call Option was accounted for within stockholders’ equity, and subsequent changes in fair value will not be recorded. Accounting for Issued Warrants : The Company assessed that the Issued Warrants are not liabilities within scope of ASC 480-10-25. The Issued Warrants are legally detachable from the 2018 Notes and Purchased Call Option and separately exercisable as such meets the definition of a freestanding derivative instrument pursuant to ASC 815. However, the scope exception in accordance with ASC 815-10-15-74 applies to Warrants and it meets the requirements of ASC 815 that would be classified in stockholders’ equity. Therefore, the Warrants were initially accounted for within stockholders’ equity, and subsequent changes in fair value will not be recorded. Description of 2020 Convertible Senior Notes On June 18 , 201 5 , the Company issued US $700 million in aggregate principle amount of 1.00 % Convertible Senior 2020 Notes due July 1 , 20 20 (the “2020 Notes”) at par. The 2020 Notes may be converted, under certain circumstances, based on an initial conversion rate of 9.1942 American depository shares (“ADS”) per US$ 1,000 principal amount of the 2020 Notes (which represents an initial conversion price of US $108.76 per ADS). The net proceeds to the Company from the issuance of the 2020 Notes were US $689 million. The Company pays cash interest at an annual rate of 1.00 % on the 2020 Notes, payable semi-annually in arrears on January 1 and July 1 of each year, beginning January 1, 2016 . Debt issuance costs were US $11.3 million and are being amortized to interest expense to the maturity date of the 2020 Notes ( July 1 , 20 20 ). The 2020 Notes are general senior unsecured obligations and rank (1) senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the 2020 Notes, (2) equal in right of payment to any of the Company’s future indebtedness and other liabilities of the Company that are not so subordinated, (3) junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and (4) structurally junior to all future indebtedness incurred by the Company’s subsidiaries and their other liabilities (including trade payables). Concurrently with the issuance of the 2020 Notes, the Company purchased a call option (“Purchased Call Option”) and sold warrants (“Sold Warrants”). The separate Purchased Call Option and Sold Warrants are structured to reduce the potential future economic dilution associated with the conversion of the 2020 Notes and to increase the initial conversion price to US $135.02 per ADS. Each of these components is discussed separately below: Purchase Call Option Counterparty agreed to sell to the Company up to approximately 6.4 million shares of the Company’s ADS, which is the number of ADS initially issuable upon conversion of the 2020 Notes in full, at a price of US $108.76 per ADS. The Purchased Call Option will be settled in ADSs and will terminate upon the maturity date of the 2020 Notes. Settlement of the Purchased Call Option in ADSs, based on the number of ADSs issued upon conversion of the 2020 Notes, on the expiration date would result in the Company receiving shares equivalent to the number of shares issuable by the Company upon conversion of the 2020 Notes. Should there be an early termination of the Purchased Call Option, the number of ADSs potentially received by the Company will depend upon 1) the then existing overall market conditions, 2) the Company’s stock price, 3) the volatility of the Company’s stock, and 4) the amount of time remaining before expiration of the convertible note hedge. Sold Warrants The Company received US $84.4 million from the same counterparty from the sale of warrants to purchase up to approximately 6.4 million shares of the Company’s ADS at an exercise price of US $135.02 per ADS. T he warrants had an expected life of 5 years and expire on July 1 , 20 20 . At expiration, the Company may, at its option, elect to settle the warrants on a net share basis. As of December 31, 2015 , the warrants had not been exercised and remained outstanding. Use of Proceeds The Company use d a portion of the net proceeds of the offering to pay the associated cost of the convertible note hedge transaction, after such cost is partially offset by the proceeds to the Company from the sale of the warrant transaction. T he remainder of the net proceeds from this offering is planned to be used for other general corporate purposes, including working capital needs and potential acquisitions of complementary businesses, as well as potential ADS repurchases and note retirement from time to time. Evaluation that transactions should be viewed as a single unit: In accordance with ASC 815-10-15, the Company concluded that the offering of the 2020 Notes, Purchased Call Option and the Issued Warrants (1) do not entail the same risks as the 2020 Notes involve interest, credit and equity risks, whereas the Purchased Call Option and Issued Warrants transaction was intended to reduce the equity dilution risk for the Company and (2) have a valid business purpose and economic need for structuring the transactions separately as the Company wanted to mitigate future dilution upon conversion of the 2020 Notes, as such required that the purchased call option is an American style option which is physical settled whereas the warrant is a European style instrument that allows net share settlement or cash settlement at the choice of the Company. Therefore, the offering of the 2020 Notes, Purchased Call Option and Issued Warrants transactions should be accounted for as separate transactions. The Company has accounted for the 2020 Notes in accordance with ASC 470, as a single instrument as a long-term debt. The value of the 2020 Notes is measured by the cash received. As of December 31, 2015, RMB4.5 billion (US$700 million) is accounted as the value of the 2020 Notes in long-term debt. The key terms of the 2020 Notes are as follows: Redemption Contingent redemption option The 2020 Notes are not redeemable prior to the maturity date of July 1 , 20 20, except as described below . The holders of the 2020 Notes (the “Holders”) have a non-contingent option to require the Company to repurchase for cash all or any portion of their 2020 Notes on July 1 , 20 18 . The repurchase price will equal 100% of the principal amount of the 2020 Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. If a fundamental change (as defined in the Indenture) occurs prior to the maturity date, the Holders may require the Company to purchase for cash all or any portion of the 2020 Notes at a purchase price equal to 100% of the principal amount of the 2020 Notes to be purchased plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date. The Holders have the option to require the Company to repurchase the 2020 Notes, in whole or in part, in the event of a fundamental change for an amount equal to the 100% of the principal amount and any accrued and unpaid interest in the event of fundamental changes. The Company believes that the likelihood of occurrence of events considered a fundamental change is remote. The contingent redemption option is assessed in accordance with ASC 815-15-25-42. The contingent redemption option is considered clearly and closely related to its debt host and does not meet the requirement for bifurcation as the 2020 Notes were issued at par and the repurchase feature requires the issuer to settle the option by delivering par plus accrued and unpaid interest, the 2020 Notes holder would recover all of their initial investment. Additionally, since the 2020 Notes holder can only recover its initial investment upon exercise of its option, there are no interest rate scenarios under which the embedded derivative would at least double the investor’s initial rate of return. Non-contingent redemption option On July 1 , 20 18 (after year 3), the Holders have the right to require the issuer to redeem, at 100% of the loan’s principal amount plus accrued and unpaid interest, in which circumstance the Holders would recover substantially all of their initial investment. Since the Holders can only recover its initial investment upon exercise of its option, there are no interest rate scenarios under which the embedded derivative would at least double the investor’s initial rate of return. Therefore, the embedded repurchase feature (put option) is considered clearly and closely related to the debt host pursuant to ASC 815-15-25-1 and does not meet the requirements for bifurcation. Conversion The Holders may convert their 2020 Notes in integral multiples of US $ 1,000 principle amount at an initial conversion rate of US $108.76 per ADS, at any time prior to the maturity date of July 1 , 20 20 . Upon conversion of the 2020 Notes, the Company will deliver shares of the Company’s ADS. The conversion rate is subject to adjustment in certain events, such as distribution of dividends and stock splits. In addition, upon a make-whole fundamental change (as defined in the Indenture), the Company will, under certain circumstances, increase the applicable conversion rate for a holder that elects to convert its 2020 Notes in connection with such make-whole fundamental change. In accordance with ASC 815-10-15-83, the conversion option meets the definition of a derivative. However, bifurcation of conversion option from the 2020 Notes is not required as the scope exception prescribed in ASC 815-10-15-74 is met as the conversion option is considered indexed to the entity’s own stock and classified in stockholders’ equity. Assessment of Beneficial Conversion Feature and Contingent Beneficial Conversion Feature: As the conversion options are not bifurcated, the Company has assessed the beneficial conversion feature (“BCF”), as of commitment date as defined in ASC 470-20. There was no BCF attribute to the 2020 Notes as the set conversion price for the 2020 Notes was greater than the fair value of the ordinary share price at date of issuance. The Holders have the option to convert upon a fundamental change, if Holders decide to convert in connection with a fundamental change; the number of shares issuable upon conversion will be increased. The Company will have to assess for the contingent BCF using a measurement date upon issuance of the 2020 Notes, upon occurrence of such adjustment. The settlement of the conversion is based on a make-whole provision resulting from a fundamental change, this feature is consistent with ASC 815-40-55-46 (example 19), therefore the Company concludes that this feature is also considered indexed to its own stock. Accounting for Debt Issuance Costs: The debt issuance costs were recorded as reduction to the long term debt and are amortized as interest expense, using the effective interest method, over the term of the 2020 Notes. Accounting for Purchased Call Option: In accordance with ASC 815-10-15-83, the Purchased Call Option meets the definition of a deri |
TREASURY STOCK
TREASURY STOCK | 12 Months Ended |
Dec. 31, 2015 | |
TREASURY STOCK. | |
TREASURY STOCK | 18. T REASURY S TOCK In October 2013, US$45.5 million convertible senior notes issued in 2012 were early converted and 588,219 shares of repurchased treasury stock were delivered to the notes holders. As of December 31, 2013, the Company had 3,777,087 shares treasury stock at total cost of US$256 million. In 2014, US$61.6 million convertible senior notes issued in 2012 were early converted and 846,131 shares of repurchased treasury stock were delivered to the notes holders. As of December 31, 2014, the Company had 3,323,262 shares treasury stock at total cost of US$259 million. In 2015, US$16.5 million convertible senior notes issued in 2012 were early converted and 244,466 shares of repurchased treasury stock were delivered to the notes holders. As of December 31, 2015, the Company had 3,577,357 shares treasury stock at total cost of US$366 million. |
NON-CONTROLLING INTERESTS
NON-CONTROLLING INTERESTS | 12 Months Ended |
Dec. 31, 2015 | |
NON-CONTROLLING INTERESTS | |
NON-CONTROLLING INTERESTS | 19. NON-CONTROLLING INTERESTS Non-controlling interests include the common shares in the consolidated subsidiaries or VIE subsidiaries and preferred shares issued by the Company’s subsidiaries. The balance is summarized as follows: December 31, 2014 December 31, 2015 RMB RMB Qunar — An offline travel agency Travelfusion — An online trip package service provider A technology company focusing on hotel customer reviews ezTravel Tujia — Others In July 2015, Tujia, a subsidiary of the Company consummated its series D+ financing by issuing 23 million Series D+ redeemable and convertible preferred shares (the “Series D+ Preferred Shares”) with total consideration of US$ 99 million (RMB 629 million) to a number of institutional investors. The shares held by the investors other than the Company in relation to the Series D+ financing gave rise to the increase of non-controlling interests. After Tujia’s issuance of Series D+ Preferred Shares, the Company lost the control in Tujia. The financial statements of Tujia were therefore deconsolidated and the non-controlling interests associated with Tujia were derecognized (Note 8). |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2015 | |
EARNINGS PER SHARE | |
EARNINGS PER SHARE | 20 . EARNINGS PER SHARE Basic earnings per share and diluted earnings per share were calculated as follows: 2013 2014 2015 RMB RMB RMB Numerator: Net income attributable to Ctrip’s shareholders Eliminate the dilutive effect of interest expense of convertible notes — Numerator for diluted earnings per share Denominator: Denominator for basic earnings per ordinary share - weighted average ordinary shares outstanding Dilutive effect of share options Dilutive effect of convertible notes — Dilutive effect of convertible notes sold warrants Denominator for diluted earnings per ordinary share Basic earnings per ordinary share Diluted earnings per ordinary share Basic earnings per ADS Diluted earnings per ADS The 2025 convertible senior notes and the 2025 Priceline convertible notes were not included in the computation of diluted EPS in 2015 because the inclusion of such instrument would be anti-dilutive. The 2017 and 2018 convertible senior notes and the 2019 Priceline convertible notes were not included in the computation of diluted EPS in 2014 because the inclusion of such instrument would be anti-dilutive. The 2018 convertible senior notes was not included in the computation of diluted EPS in 2013 because the inclusion of such instrument would be anti-dilutive. For the years ended December 31, 2013, 2014 and 2015, the Company had securities which could potentially dilute basic earnings per share in the future, which were excluded from the computation of diluted earnings per share as their effects would have been anti-dilutive. Such weighted average numbers of ordinary shares outstanding are as following: 2013 2014 2015 RMB RMB RMB 2017 convertible senior notes — — 2018 convertible senior notes — 2025 convertible senior notes — — Priceline convertible 2019 notes — — Priceline convertible 2025 notes — — A long-tern equity investment firm notes — — Outstanding weighted average stock options Sold Warrants |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 21 . COMMITMENTS AND CONTINGENCIES Operating lease commitments The Company has entered into leasing arrangements relating to office premises that are classified as operating leases for the periods from 2016 to 2020 . Future minimum lease payments for non-cancelable operating leases are as follows: Office Premises RMB 2016 2017 2018 2019 2020 Thereafter Rental expense amounted to RMB 118 million, RMB 144 million and RMB134 million for the years ended December 31, 20 13, 2014 and 2015 , respectively . Rental expense is charged to the statements of income and comprehensive income when incurred. Capital commitments As of December 31, 2015 , the Company had outstanding capital commitments totaling RMB17 million, which consisted of capital expenditures of property, equipment and software. Guarantee In connection with our air ticketing business, the Group is required by the Civil Aviation Administration of China, International Air Transport Association, and local airline companies to pay deposits in order to or to provide other guarantees obtain blank air tickets. As of December 31, 2015, the amount under these guarantee arrangements was approximately RMB892 million. Based on historical experience and information currently available, we do not believe that it is probable that we will be required to pay any amount under these guarantee arrangements. Therefore, we have not recorded any liability beyond what is required in connection with these guarantee arrangements. Contingencies The Company is not currently a party to any pending material litigation or other legal proceeding or claims. The Company is incorporated in Cayman Islands and is considered as a foreign entity under PRC laws. Due to the restrictions on foreign ownership of the air-ticketing, travel agency, advertising and internet content provision businesses, the Company conducts these businesses partly through various VIEs. These VIEs hold the licenses and approvals that are essential for the Company’s business operations. In the opinion of the Company’s PRC legal counsel, the current ownership structures and the contractual arrangements with these VIEs and their shareholders as well as the operations of these VIEs are in compliance with all existing PRC laws, rules and regulations. However, there may be changes and other developments in PRC laws and regulations. Accordingly, the Company cannot be assured that PRC government authorities will not take a view in the future contrary to the opinion of the Company’s PRC legal counsel. If the current ownership structures of the Company and its contractual arrangements with VIEs were found to be in violation of any existing or future PRC laws or regulations, the Company may be required to restructure its ownership structure and operations in China to comply with changing and new Chinese laws and regulations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 2 2 . SUBSEQUENT EVENTS In January and March 2016, the Company made certain investments, in the form of limited partnership capital contribution or other financing arrangements respectively, in several non-U.S. investment entities, with an aggregate fair value of approximately US$2.8 billion, including US$1 billion cash and newly issued ordinary shares (the “Investments”). In accordance with ASC 810, the Company consolidates these the financial statements of these investment entities and as such the Investments will be eliminated in consolidation. As of the date of these financial statements, these investment entities have spent the Investments to acquire the majority of minority stake of Qunar through privately negotiated transactions. These acquisitions have been accounted for as equity transactions to reflect the decrease in the non-controlling interest’s ownership interest in Qunar. In January, 2016, the Company made an investment of US$180 million in MakeMyTrip Limited (“MakeMyTrip”), India’s largest online travel company, via convertible bonds. In addition, MakeMyTrip has granted the Company permission to acquire MakeMyTrip shares in the open market, so that combined with shares convertible under the convertible bonds, the Company may beneficially own up to 26.6% of MakeMyTrip’s outstanding shares. Upon completion of the investment, the Company will acquire the right to appoint a director to the MakeMyTrip board of directors. In February 2016, the Company consummated a transaction to sell approximately 6 million Easy Go’s convertible and redeemable preferred shares to a third party institution with the total consideration of US$49 million which included a gain of US$23 million to be recycled from the other comprehensive income. |
PRINCIPAL ACCOUNTING POLICIES (
PRINCIPAL ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
PRINCIPAL ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the balance sheet dates and the reported amounts of revenues and expenses during the reporting periods. Actual results could materially differ from those estimates. |
Consolidation | Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries , VIEs and VIEs’ subsidiaries . All significant transactions and balances between the Company, its subsidiaries , VIEs and VIEs’ subsidiaries have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; has the power to appoint or remove the majority of the members of the board of directors; to cast a majority of votes at the meeting of the board of directors or to govern the financial and operating policies of the investee under a statu t e or agreement among the shareholders or equity holders. The Company applies the guidance codified in Accounting Standard Codification 810, Consolidations (“ASC 810”) on accounting for VIEs and their respective subsidiaries, which requires certain variable interest entities to be consolidated by the primary beneficiary of the entity in which it has a controlling financial interest. A VIE is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional financial support; (b) as a group, the holders of the equity investment at risk lack the ability to make certain decisions, the obligation to absorb expected losses or the right to receive expected residual returns, or (c) an equity investor has voting rights that are disproportionate to its economic interest and substantially all of the entity’s activities are on behalf of the investor. Accordingly, the financial statements of the following VIEs and VIEs’ subsidiaries are consolidated into the Company’s financial statements since July 1, 2003 or their respective date of establishment/acquisition, whichever is later: The following is a summary of the Company’s major VIEs and VIEs’ subsidiaries : Name of VIE and VIEs’ subsidiaries Date of establishment/acquisition Shanghai Ctrip Commerce Co., Ltd. (“Shanghai Ctrip Commerce”) Established on July 18, 2000 Beijing Ctrip International Travel Agency Co., Ltd. (“Beijing Ctrip”) Acquired on January 15, 2002 Guangzhou Ctrip International Travel Agency Co., Ltd. (“Guangzhou Ctrip”) Established on April 28, 2003 Shanghai Ctrip International Travel Agency Co., Ltd. (“Shanghai Ctrip” formerly Shanghai Ctrip Charming International Travel Agency Co., Ltd.) Acquired on September 23, 2003 Shenzhen Ctrip Travel Agency Co., Ltd. (“Shenzhen Ctrip”) Established on April 13, 2004 Ctrip Insurance Agency Co., Ltd. (“Ctrip Insurance”) Established on July 25, 2011 Shanghai Huacheng Southwest International Travel Agency Co., Ltd. (“Shanghai Huacheng” formerly Shanghai Huacheng Southwest Travel Agency Co., Ltd.) Established on March 13, 2001 Chengdu Ctrip Travel Agency Co., Ltd. (“Chengdu Ctrip”) Established on January 8, 2007 Chengdu Ctrip International Travel Agency Co., Ltd. (“Chengdu Ctrip International”) Established on November 4, 2008 Qunar.com Beijing Information Technology Company Limited (“Qunar Beijing”) Established on March 17, 2006 For the years ended December 31, 201 3 , 20 14 and 201 5 , the Company is considered the primary beneficiary of a VIE or VIEs’ subsidiary and consolidated the VIE or VIEs’ subsidiary if the Company had variable interests, that will absorb the entity’s expected losses, receive the entity’s expected residual returns, or both. |
Major variable interest entities and their subsidiaries | Major v ariable interest entities and their subsidiaries As of December 31, 2015 , the Company conducts a part of its operations through a series of agreements with certain VIEs and VIEs’ subsidiaries as stated in above. These VIEs and VIEs’ subsidiaries are used solely to facilitate the Group’s participation in I nternet content provision, advertising business, travel agency and air-ticketing services in the People’s Republic of China (“ PRC ”) where foreign ownership is restricted. Shanghai Ctrip Commerce is a domestic company incorporated in Shanghai, the PRC. Shanghai Ctrip Commerce holds a value-added telecommunications business license and is primarily engaged in the provision of advertising business on the I nternet website. Two senior officers of the Company collectively hold 100% of the equity interest in Shanghai Ctrip Commerce. The registered capital of Shanghai Ctrip Commerce was RMB30,000,000 as of December 31 , 20 15. Beijing Ctrip is a domestic company incorporated in Beijing, the PRC. Beijing Ctrip holds an air transport sales agency license , domestic and cross-border travel agency license and is mainly engaged in the provision of air-ticketing services and packaged tour services . A senior officer of the Company and Shanghai Ctrip Commerce collectively hold 100% of the equity interest in Beijing Ctrip. The registered capital of Beijing Ctrip was RMB 40,000,000 as of December 31 , 20 15 . Guangzhou Ctrip is a domestic company incorporated in Guangzhou, the PRC. Guangzhou Ctrip holds air transport sales agency license , domestic and cross-border travel agency license and is mainly engaged in the provision of air-ticketing services and packaged tour services . Two senior officer s of the Company collectively hold 100% of the equity interest in Guangzhou Ctrip . The registered capital of Guangzhou Ctrip was RMB 3,000,0 00 as of December 31 , 20 15 . Shanghai Ctrip is a domestic company incorporated in Shanghai, the PRC. Shanghai Ctrip holds domestic and cross-border travel agency licenses , air transport sales agency license and mainly provides domestic and cross-border tour services. In September 2012, the Company purchased of the ownership interests from the unrelated minority shareholder and effected a simultaneous reduction of capital of Shanghai Ctrip. Upon completion of the above transactions, two senior officers of the Company hold 100 % of the equity interest in Shanghai Ctrip. The registered capital of Shanghai Ctrip was RMB 10,050,000 as of December 31, 2015 . Shenzhen Ctrip is a domestic company incorporated in Shenzhen, the PRC. Shenzhen Ctrip holds air transport sales agency license and domestic travel agency license and is engaged in the provision of air-ticketing service. Two senior officer s of the Company collectively hold 100% of the equity interest in Shenzhen Ctrip . The registered capital of Shenzhen Ctrip was RMB 2,500,000 as of December 31, 2015 . Ctrip Insurance is an insurance agency incorporated in Shanghai, the PRC. Ctrip Insurance was established in July 2011. Ctrip Insurance holds an insurance agency business license. Shanghai Ctrip Commerce and Ctrip Computer Technology (Shanghai) Co., Ltd. (“Ctrip Computer Technology”) hold 100% of the equity interest in Ctrip Insurance. The registered capital of Ctrip Insurance wa s RMB 50,000,000 as of December 31 , 20 15. Shanghai Huacheng is a domestic company incorporated in Shanghai, the PRC. Shanghai Huacheng holds a domestic travel agency license and an air transport sales agency license and mainly provides domestic tour services and air-ticketing services. Shanghai Ctrip Commerce hold s 100 % of the equity interest in Shanghai Huacheng. The registered capital of Shanghai Huacheng was RMB 100,000,000 as of December 31, 2015 . Chengdu Ctrip is a domestic company incorporated in Chengdu , the PRC. Chengdu Ctrip holds air transport sales agency license and domestic travel agency license and is engaged in the provision of air-ticketing service. Two senior officers of the Company hold s 100% of the equity interest in Chengdu Ctrip . The registered capital of Chengdu Ctrip was RMB 20,000,000 as of December 31, 2015 . Chengdu Ctrip International is a domestic company incorporated in Chengdu , the PRC. Chengdu Ctrip International holds domestic and cross-border travel agency licenses , air transport sales agency license and mainly provides domestic and cross-border tour services. Shanghai Ctrip hold s 100% of the equity interest in Chengdu Ctrip International . The registered capital of Chengdu Ctrip International was RMB 2,000,000 as of December 31 , 20 15 . Qunar Beijing is a domestic company incorporated in Beijing, the PRC. Qunar Beijing holds various domestic and cross-border business licenses of Qunar. Two senior officers of the Company hold s 100% of the equity interest in Qunar Beijing. The registered capital of Qunar Beijing was RMB 1,000,000 as of December 31, 2015 . The capital injected by senior officer s or senior officer’s family member are funded by the Company and are recorded as long-term business loans to related parties. The Company does not have any ownership interest in these VIEs and VIEs’ subsidiaries . As of December 31 , 20 15, the Company has various agreements with its consolidated VIEs and VIEs’ subsidiaries, including loan agreements, exclusive technical consulting and services agreements, share pledge agreements, exclusive option agreements and other operating agreements. Details of certain key agreements with the VIEs are as follows: Powers of Attorney : Each of the shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, signed an irrevocable power of attorney to appoint Ctrip Travel Network or Ctrip Travel Information as attorney-in-fact to vote, by itself or any other person to be designated at its discretion, on all matters of the applicable consolidated affiliated Chinese entities. Each such power of attorney will remain effective as long as the applicable consolidated affiliated Chinese entity exists, and such shareholders of the applicable consolidated affiliated Chinese entities are not entitled to terminate or amend the terms of the power of attorneys without prior written consent from us. As of the date of this annual report, each of the shareholders of Qunar Beijing, Hui Cao and Hui Wang, also signed an irrevocable power of attorney authorizing an appointee of Beijing Qunar Software Technology Company Limited, or Qunar Software, to exercise, in a manner approved by Qunar, on such shareholder’s behalf the full shareholder rights pursuant to applicable laws and Qunar Beijing’s articles of association, including without limitation full voting rights and the right to sell or transfer any or all of such shareholder’s equity interest in Qunar Beijing. Each such power of attorney is effective until such time as such relevant shareholder ceases to hold any equity interest in Qunar Beijing. The terms of the power of attorney with respect to Qunar Beijing are otherwise substantially similar to the terms described in the foregoing paragraph. Technical Consulting and Services Agreements : Ctrip Travel Information and Ctrip Travel Network each a wholly owned PRC subsidiary of ours, provide our consolidated affiliated Chinese entities, except for Qunar Beijing, with technical consulting and related services and staff training and information services on an exclusive basis. We also maintain their network platforms. In consideration for our services, our consolidated affiliated Chinese entities agree to pay us service fees as calculated in such manner as determined by us from time to time based on the nature of service, which may be adjusted periodically. For 2015, our consolidated affiliated Chinese entities paid Ctrip Computer Technology (before our restructuring of business lines and restatement of contractual arrangements in 2015) or Ctrip Travel Information (after our restructuring of business lines and restatement of contractual arrangements in 2015) and Ctrip Travel Network a quarterly fee based on the number of transportation tickets sold and the number of packaged-tour products sold in the quarter, at an average rate from RMB10 (US$1.5) to RMB11 (US$1.8) per ticket and from RMB54 (US$8.3) to RMB89 (US$13.8) per person per tour. Although the service fees are typically determined based on the number of transportation tickets sold and packaged tour products sold, given the fact that the nominee shareholders of such consolidated affiliated Chinese entities have irrevocably appointed the employees of our subsidiaries to vote on their behalf on all matters they are entitled to vote on, we have the right to determine the level of service fees paid and therefore receive substantially all of the economic benefits of our consolidated affiliated Chinese entities in the form of service fees. The services fees paid by all of such consolidated affiliated Chinese entities as a percentage of their total net income were 105.9%, 109.4% and 107.1% for the years ended December 31, 2013, 2014 and 2015. Ctrip Travel Information or Ctrip Travel Network as appropriate, will exclusively own any intellectual property rights arising from the performance of this agreement. The initial term of these agreements is 10 years and may be renewed automatically in 10-year terms unless we disapprove the extension. We retain the exclusive right to terminate the agreements at any time by delivering a 30-day advance written notice to the applicable consolidated affiliate Chinese entity. As of the date of this annual report, pursuant to the restated exclusive technical consulting and services agreement between Qunar Beijing and Qunar Software, Qunar Software provides Qunar Beijing with technical, marketing and management consulting services on an exclusive basis in exchange for service fee paid by Qunar Beijing based on a set formula defined in the agreement subject to adjustment by Qunar Software at its sole discretion. This agreement will remain in effect until terminated unilaterally by Qunar Software or mutually. The terms of this agreement are otherwise substantially similar to the terms described in the foregoing paragraph. Share Pledge Agreements : The shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, have pledged their respective equity interests in the applicable consolidated affiliated Chinese entities as a guarantee for the performance of all the obligations under the other contractual arrangements, including payment by such consolidated affiliated Chinese entities of the technical and consulting services fees to us under the technical consulting and services agreements, repayment of the business loan under the loan agreements and performance of obligations under the exclusive option agreements, each agreement as described herein. In the event any of such consolidated affiliated Chinese entity breaches any of its obligations or any shareholder of such consolidated affiliated Chinese entities breaches his or her obligations, as the case may be, under these agreements, we are entitled to enforce the equity pledge right and sell or otherwise dispose of the pledged equity interests after the pledge is registered with the relevant local branch of SAIC, and retain the proceeds from such sale or require any of them to transfer his or her equity interest without consideration to the PRC citizen(s) designated by us. These share pledge agreements are effective until two years after the pledgor and the applicable consolidated affiliated Chinese entities no longer undertake any obligations under the above-referenced agreements. As of the date of this annual report, pursuant to the equity interest pledge agreement among Qunar Software, Hui Cao and Hui Wang, Hui Cao and Hui Wang have pledged their equity interests in Qunar Beijing along with all rights, titles and interests to Qunar Software as guarantee for the performance of all obligations under the relevant contractual arrangements mentioned herein. After the pledge is registered with the relevant local branch of SAIC, Qunar Software may enforce this pledge upon the occurrence of a settlement event or as required by the PRC law. The pledge, along with this agreement, will be effective upon registration with the local branch of the SAIC, and will expire when all obligations under the relevant contractual arrangements have been satisfied or when each of Hui Cao and Hui Wang completes a transfer of equity interest and ceases to hold any equity interest in Qunar Beijing. In enforcing the pledge, Qunar Software is entitled to dispose of the pledge and have priority in receiving payment from proceeds from the auction or sale of all or part of the pledge until the obligations are settled. The terms of this agreement are otherwise substantially similar to the terms described in the foregoing paragraph. Loan Agreements : Under the loan agreements we entered into with the shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, we extended long-term business loans to these shareholders of our consolidated affiliated Chinese entities with the sole purpose of providing funds necessary for the capitalization or acquisition of such consolidated affiliated Chinese entities. These business loan amounts were injected into the applicable consolidated affiliated Chinese entities as capital and cannot be accessed for any personal uses. The loan agreements shall remain effective until the parties have fully performed their respective obligations under the agreement, and the shareholders of such consolidated affiliated Chinese entities have no right to unilaterally terminate these agreements. In the event that the PRC government lifts its substantial restrictions on foreign ownership of the air-ticketing, travel agency, or value-added telecommunications business in China, as applicable, we will exercise our exclusive option to purchase all of the outstanding equity interests of our consolidated affiliated Chinese entities, as described in the following paragraph, and the loan agreements will be cancelled in connection with such purchase. However, it is uncertain when, if at all, the PRC government will lift any or all of these restrictions. Exclusive Option Agreements : As consideration for our entering into the loan agreements described above, each of the shareholders of our consolidated affiliated Chinese entities, except for Hui Cao and Hui Wang, has granted us an exclusive, irrevocable option to purchase, or designate one or more person(s) at our discretion to purchase, all of their equity interests in the applicable consolidated affiliated Chinese entities at any time we desire, subject to compliance with the applicable PRC laws and regulations. We may exercise the option by issuing a written notice to the relevant consolidated affiliated Chinese entity. The purchase price shall be equal to the contribution actually made by the shareholder for the relevant equity interest. Therefore, if we exercise these options, we may choose to cancel the outstanding loans we extended to the shareholders of such consolidated affiliated Chinese entities pursuant to the loan agreements as the loans were used solely for equity contribution purposes. The initial term of these agreements is 10 years and may be renewed automatically in 10-year terms unless we disapprove the extension. We retain the exclusive right to terminate the agreements at any time by delivering a written notice to the applicable consolidated affiliate Chinese entity. Each of Hui Cao and Hui Wang also entered into equity option agreements with Qunar, Qunar Software and Qunar Beijing. These equity option agreements contain arrangements that are similar to that as described in the foregoing paragraph. This agreement will remain effective with respect to each of Qunar Beijing’s shareholders until all of the equity interest has been transferred or Qunar terminates the agreement unilaterally with 30 days’ prior written notice. Our consolidated affiliated Chinese entities and their shareholders agree not to enter into any transaction that would affect the assets, obligations, rights or operations of our consolidated affiliated Chinese entities without our prior written consent. They also agree to accept our guidance with respect to day-to-day operations, financial management systems and the appointment and dismissal of key employees. In addition, we also enter into technical consulting and services agreements with our majority or wholly owned subsidiaries of some of the consolidated affiliated Chinese entities, such as Chengdu Ctrip International, and these subsidiaries pay us service fees based on the level of services provided. The existence of such technical consulting and services agreements provides us with the enhanced ability to transfer economic benefits of these majority or wholly owned subsidiaries of the consolidated affiliated Chinese entities to us in exchange for the services provided, and this is in addition to our existing ability to consolidate and extract the economic benefits of these majority or wholly owned subsidiaries of the consolidated affiliated Chinese entities. For instance, the consolidated affiliated Chinese entities may cause the economic benefits to be channeled to them in the form of dividends, which then may be further consolidated and absorbed by us through the contractual arrangements described above. Risks in relation to contractual arrangements between the Company’s PRC subsidiaries and its affiliated Chinese entities: The Company has been advised by Commerce & Finance Law Offices, its PRC legal counsel, that its contractual arrangements with its consolidated VIEs as described in the Company’s annual report are valid, binding and enforceable under the current laws and regulations of China. Based on such legal opinion and the management’s knowledge and experience, the Company believes that its contractual arrangements with its consolidated VIEs are in compliance with current PRC laws and legally enforceable. However, there may be in the event that the affiliated Chinese entities and their respective shareholders fail to perform their contractual obligations, the Company may have to rely on the PRC legal system to enforce its rights. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system is still evolving, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit remedies available to us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. Due to the uncertainties with respect to the PRC legal system, the PRC government authorities may ultimately take a view contrary to the opinion of its PRC legal counsel with respect to the enforceability of the contractual arrangements. There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. Accordingly, the Company cannot be assured that the PRC government authorities will not ultimately take a view that is contrary to the Company’s belief and the opinion of its PRC legal counsel. On January 19, 2015, the Ministry of Commerce of the PRC, or (the “MOFCOM”) released for public comments a proposed PRC law (the “Draft FIE Law”) which includes VIEs within the scope of entities that could be considered to be foreign invested enterprises (or “FIEs”) and may be subject to restrictions under existing PRC law on foreign investment in certain categories of industries. Specifically, the Draft FIE Law introduces the concept of “actual control” for determining whether an entity is considered to be an FIE. In addition to control through direct or indirect ownership on equity, the Draft FIE Law includes control through contractual arrangements within the definition of “actual control.” If the Draft FIE Law is passed by the People’s Congress of the PRC and goes into effect in its current form, these provisions regarding control through contractual arrangements could be construed to reach the Company’s VIE arrangements, and as a result the Company’s VIEs could become explicitly subject to the current restrictions on foreign investment in certain categories of industry. The Draft FIE Law includes provisions that would exempt from the definition of FIEs where the ultimate controlling shareholders are either entities organized under PRC law or individuals who are PRC citizens. The Draft FIE Law is silent as to what type of enforcement action might be taken against existing VIEs that operate in restricted or prohibited industries and are not controlled by entities organized under PRC law or individuals who are PRC citizens. If the contractual arrangements establishing the Company’s VIE structure are found to be in violation of any existing law and regulations or future PRC laws and regulations or under the Draft FIE Law if it becomes effective, the relevant PRC government authorities will have broad discretion in dealing with such violation, including, without limitation, levying fines, confiscating our income or the income of our affiliated Chinese entities, revoking our business licenses or the business licenses of our affiliated Chinese entities, requiring us and our affiliated Chinese entities to restructure our ownership structure or operations and requiring us or our affiliated Chinese entities to discontinue any portion or all of our value-added telecommunications, air-ticketing, travel agency or advertising businesses. Any of these actions could cause significant disruption to the Company’s business operations, and have a severe adverse impact on the Company’s cash flows, financial position and operating performance. If the imposing of these penalties cause the Company to lose its rights to direct the activities of and receive economic benefits from its VIEs, which in turn may restrict the Company’s ability to consolidate and reflect in its financial statements the financial position and results of operations of its VIEs. Summary financial information of the Group’s VIEs in the consolidated financial statements Pursuant to the contractual arrangements with the VIEs, the Company has the power to direct activities of the VIEs, and can have assets transferred freely out of the VIEs without any restrictions. Therefore the Company considers that there is no asset of a consolidated VIE that can be used only to settle obligations of the VIE, except for registered capital and PRC statutory reserves of the VIEs amounting to a total of RMB516 million as of December 31, 2015. As all the consolidated VIEs are incorporated as limited liability companies under the PRC Company Law, creditors of the VIEs do not have recourse to the general credit of the Company for any of the liabilities of the consolidated VIEs. Summary financial information of the VIEs, which represents aggregated financial information of the VIEs and their respective subsidiaries included in the accompanying consolidated financial statements, is as follows: As of December 31, 2014 2015 RMB RMB Total assets Less: Inter-company receivables ) ) Total assets excluding inter-company Total liabilities Less: Inter-company payables ) ) Total liabilities excluding inter-company As of December 31, 2014 and 2015, the VIEs’ assets mainly consisted of prepayments and other current assets (December 31, 2014: RMB2.0 billion, December 31, 2015: RMB4.1 billion), short-term investment (December 31, 2014: RMB3.1 billion, December 31, 2015: RMB 3.1 billion), cash and cash equivalent (December 31, 2014: RMB2.6 billion, December 31, 2015: RMB 2.8 billion), accounts receivables (December 31, 2014: RMB1.4 billion, December 31, 2015: RMB2.7 billion) and investments (non-current) (December 31, 2014: RMB1.6 billion, December 31, 2015: RMB2.4 billion). The inter-company receivables of RMB1.4 billion and RMB RMB3.8 billion as of December 31, 2014 and 2015 mainly represented the cash paid by a VIE to one of the Company’s WFOEs for treasury cash management purpose. As of December 31, 2014 and 2015, the VIEs’ liabilities mainly consisted of advance from customers (December 31, 2014: RMB3.5 billion , December 31, 2015: RMB5.1 billion), accounts payable (December 31, 2014: RMB1.8 billion, December 31, 2015: RMB4.0 billion), other payables and accruals (December 31, 2014: RMB588 million, December 31, 2015: RMB2.1 billion), taxes payable (December 31, 2014: RMB45 million, December 31, 2015: RMB689 million) and salary and welfare payable (December 31, 2014: RMB195 million, December 31, 2015: RMB217 million). The inter-company payables as of December 31, 2014 and 2015 were RMB6.1 billion and RMB8.6 billion, respectively, which primarily consisted of the payables due to Ctrip.com (Hong Kong) Limited (“Ctrip HK”), one of the Company’s wholly-owned subsidiaries, for its payment of overseas air tickets and tour packages on behalf of a VIE and another VIEs’ subsidiary and the service fees payable to the WFOEs under the technical consulting and services agreements, which are operational in nature from the VIEs and their subsidiaries’ perspectives. For the year ended December 31, 2013 2014 2015 RMB RMB RMB Net revenues Cost of revenues Net income / (loss) ) ) ) As aforementioned, the VIEs mainly conduct air-ticketing, travel agency, advertising and value-added telecommunication businesses. Revenues from VIEs accounted for around 59% of the Company’s total revenues in 2015. The air-ticketing and packaged-tour revenues continued to increase in 2015, primarily driven by the increase in the air-ticketing volume and leisure travel volume. The VIEs’ net income before the deduction of the inter-company consulting fee charges were RMB1.3 billion, RMB1.1 billion and RMB1.0 billion for the years ended December 31, 2013, 2014 and 2015, respectively. The amount of service fees paid by all the VIEs as a percentage of the VIEs’ total net income were 105.9%, 109.4%and 107.1% for the years ended December 31, 2013, 2014 and 2015, respectively. The WFOEs are the sole and exclusive provider of technical consulting and related services and information services for the VIEs. Pursuant to the Exclusive Technical Consulting and Service Agreements, the VIEs pay service fees to the WFOEs based on the VIEs’ actual operating results. The WFOEs are entitled to receive substantially all of the net income and transfer a majority of the economic benefits in the form of service fees from the VIEs and VIEs’ subsidiaries to the WFOEs. The WFOEs did not request service fee payments of RMB286 million from Chengdu Ctrip and Chengdu Ctrip International during the year ended December 31 2012, primarily for tax planning purpose. From 2013, Chengdu Ctrip and Chengdu Ctrip International started to pay service fee to WFOEs, and the retained earnings of 2013, 2014 and 2015 have been transferred to the WFOEs, respectively. For remaining undistributed retained earnings, tax planning strategies are in place to support their enterprise income tax free treatment. Currently there is no contractual arrangement that could require the Company to provide additional financial support to the consolidated VIEs. As the Company is conducting certain business in the PRC mainly through the VIEs, the Company may provide such support on a discretionary basis in the future, which could expose the Company to a loss. |
Foreign currencies | Foreign currencies The Group’s reporting currency is RMB. The Company’s functional currency is US$. The Company’s operations are conducted through the subsidiaries and VIEs where the local currency is the functional currency and the financial statements of those subsidiaries are translated from their respective functional currencies into RMB. Transactions denominated in currencies other than functional currencies are translated at the exchange rates quoted by the People’s Bank of China (the “PBOC”), the Hong Kong Association of Banks (the “HKAB”) or major Taiwan banks, prevailing or averaged at the dates of the transaction for PRC and Hong Kong subsidiaries and ezTravel, a Taiwan subsidiary respectively. Gains and losses resulting from foreign currency transactions are included in the consolidated statements of income and comprehensive income. Monetary assets and liabilities denominated in foreign currencies are translated using the applicable exchange rates quoted by the PBOC, HKAB or banks located in Taiwan at the balance sheet dates. All such exchange gains and losses are included in the statements of income. Assets and liabilities of the group companies are translated from their respective functional currencies to the reporting currency at the exchange rates at the balance sheet dates, equity accounts are translated at historical exchange rates and revenues and expenses are translated at the average exchange rates in effect during the reporting period. The exchange differences for the translation of group companies with non-RMB functional currency into the RMB functional currency are included in foreign currency translation adjustments, which is a separate component of shareholders’ equity on the consolidated financial statements. Translations of amounts from RMB into US$ are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.4778 on December 31 , 20 15, representing the certificated exchange rate published by the Federal Reserve Board. No representation is intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on December 31 , 20 15, or at any other rate. |
Cash and cash equivalents | Cash and cash equivalents C ash includes currency on hand and deposits held by financial institutions that can be added to or withdrawn without limitation. C ash equivalents represent short-term, h ighly liquid investments that are readily convertible to known amounts of cash and with original maturities from the date of purchase of generally three months or less. |
Restricted cash | Restricted cash Restricted cash represents cash that cannot be withdrawn without the permission of third part ies . The Group ’s restricted cash is substantially cash balance on deposit require d by its business partner s and commercial banks. |
Short-term investments | Short-term investment s Short-term investments represent the investments issued by commercial banks or other financial institutions with a variable interest rate indexed to the performance of underlying assets with maturities within one year. The Company elected the fair value method at the date of initial recognition and carried these investments subsequently at fair value. Changes in the fair value are reflected in interest income of the consolidated statements of income and comprehensive income. |
Long term loan receivable | Long term loan receivable Long-term loan receivables are recorded at cost and compounded accrued interests as we do not intend to sell the security, or it is more likely than not that the company will not be required to sell the security before full recovery of our cost. The Company evaluates the qualitative criteria to determine whether we expect to recover our cost. |
Land use rights | Land use rights Land use rights represent the prepayments for usage of the parcels of land where the office buildings are located, are recorded at cost, and are amortized over their respective lease periods (usually over 40 to 50 years). |
Property, equipment and software | Property, equipment and software Property, equipment and software are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the following estimated useful lives, taking into account any estimated residual value: Building 20-40 years Leasehold improvements Lesser of the term of the lease or the estimated useful lives of the assets Website-related equipment 5 years Computer equipment 3-5 years Furniture and fixtures 3-5 years Software 3-5 years Construction in progress is stated at cost. Construction in progress as of December 31, 2014 mainly refers to costs associated with the purchase of building in Shanghai Sky SOHO and construction of information and technology center in Chengdu before the buildings are put into service . All direct costs related to the new buildings are capitalized as construction in progress until it is substantially completed and available for use . The Company recognized the disposal of Property, equipment and software in general and administrative expenses. |
Investments | I nvestment s The Company investments include held to maturity investments, available-for-sale investments, equity method investments and cost method investments in certain publicly traded companies and privately-held companies. The securities that the Company has positive intent and ability to hold to maturity are classified as held to maturity investments and stated at amortized cost. Cost method is used for investments over which the Company does not have the ability to exercise significant influence . Gain or losses are realized when such investments are sold or when dividends are declared or payments are received. The Company applies equity method in accounting for its investments in entities in which the Company has the ability to exercise significant influence but does not own a majority equity interest or otherwise controls and the investments are either common stock or in-substance common stocks. Unrealized gains on transactions between the Company and the affiliated entity are eliminated to the extent of the Company’s interest in the affiliated entity; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The Company classifies its investments in debt and equity securities, that are not accounted for as cost or equity method investments, into one of three categories and accounts for these as follows: (i) debt securities that the Company has the positive intent and the ability to hold to maturity are classified as “held to maturity” and reported at amortized cost; (ii) debt and equity securities that are bought and held principally for the purpose of selling them in the near term are classified as “trading securities” with unrealized holding gains and losses included in earnings; (iii) debt and equity securities not classified as held to maturity or as trading securities are classified as “available-for-sale” and reported at fair value through other comprehensive income. Realized gains or losses are charged to earnings during the period in which the gains or losses are realized. The Company monitors its investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information. |
Fair value measurement of financial instruments | Fair value measurement of financial instruments Financial assets and liabilities of the Group primarily comprise of cash and cash equivalents, restricted cas h, time deposits , financial products, accounts receivable, due from related parties, available-for-sale investments , accounts payable, due to related parties, advances from customers , short-term bank borrowings, other short-term liabilities and long-term debts . As of December 31, 2014 and 2015, except for long-term debts and available-for-sale investments, carrying values of these financial instruments approximated their fair values because of their generally short maturities. The Company reports available-for-sale investments at fair value at each balance sheet date and c hanges in fair value are reflected in the statement s of income and comprehensive income. The Company disclosed the fair value of its long-term debts based on Level 2 inputs in Note 17. We measure our financial assets and liabilities using inputs from the following three levels of the fair value hierarchy. The three levels are as follows: Level 1 inputs are unadjusted quoted prices in active markets for identical assets that the management has the ability to access at the measurement date. Level 2 inputs include quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable for the asset (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 includes unobservable inputs that reflect the management’s assumptions about the assumptions that market participants would use in pricing the asset. The management develops these inputs based on the best information available, including the own data. |
Business combination and Acquisitions | Business combination U.S. GAAP requires that all business combinations not involving entities or businesses under common control be accounted for under the purchase method. The G roup applies ASC 805, “Business combinations”, the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred, and equity instruments issued. The costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of the (i) the total of cost of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of income and comprehensive income . The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, terminal values, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. Although we believe that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from the forecasted amounts and the difference could be material. Acquisitions During the periods presented, the Company completed several transactions to acquire controlling shares to enrich its products and to expand business. The Company makes estimates and judgments in determining the fair value of the acquired assets and liabilities, based in part on independent appraisal reports as well as its experience with purchasing similar assets and liabilities in similar industries. The amount excess of the purchase price over the fair value of the identifiable assets and liabilities acquired is recorded as goodwill. The major acquisitions during the periods presented are as follows: Qunar Cayman Islands Limited (“Qunar”) In October 2015, the Company completed a share exchange transaction with Baidu, Inc. (“Baidu”), which was the principal shareholder of Qunar, upon completion of the exchange, the Company issued approximately 11.5 million ordinary shares, with the fair value of US$ 3.4 billion (RMB 21.7 billion) to Baidu in exchange for approximately 179 million Class A (There were 193 million outstanding Class A shares in Qunar) and 11 million Class B ordinary share of Qunar. The Class A and Class B represents 3 votes and 1 vote per share respectively, and Class A ordinary shares were converted into Class B ordinary shares upon transfer. After the transaction, Ctrip owned ordinary share of Qunar representing approximately 45% of Qunar’s aggregate voting interest and 48 % economic interest. In connection with the transaction with Baidu, on December 10, 2015, the Company issued approximately 4 million ordinary shares to certain special purpose vehicles in exchange for approximately 66 million Class B ordinary shares of Qunar issued as equity incentives to Qunar’s employees. Below is the summary of the fair value of acquisition cost for these acquisitions: RMB US$ Fair value of previously held equity interest (1) Consideration paid in December 2015 Total purchase cost (1) Which also represents fair value of purchase consideration for the initial 45% equity method investment in October 2015 Under U.S GAAP, as a result of the above transactions, the Company is deemed to be the beneficial owner of 256 million Class B ordinary shares of Qunar representing majority voting interest and therefore accounts for these transactions as step acquisitions of business combination. The previously held equity interest of Qunar from the exchange transaction with Baidu was accounted for using equity method until the Company’s consolidation of Qunar upon completion of the transaction with the Qunar shareholders in December 2015 when the business combination was completed. Between October and December the Company recognized an equity pick up loss from Qunar of RMB 2.4 billion (Note 8). On December 10 th the date of the business combination, the Company recognized a gain from the re-measurement of its previously held equity interest to its fair value as measured at the fair value of the consideration paid in October with amount of RMB 2.4 billion and such gain was reported in “Equity in income/(loss) of affiliates of the statement of income and comprehensive income . The financial statements of Qunar are consolidated by the Company from December 31, 2015 on since the financial results of Qunar during the period from December 10 through December 31, 2015 were not material. The preliminary allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows. The fair value of non-controlling interest was measured based on the purchase price, taking into account a discount reflective of the non-controlling nature of the interest based on the market price of Qunar’s publically traded shares . RMB Cash and cash equivalents Advance to suppliers Prepayments and other current assets Long-term investments Fixed assets, net Other non-current assets Accounts payable ) Taxes payable ) Short-term debts ) Accrued expenses and other current liabilities ) Non-current liability ) Non-controlling interests ) Net assets of Qunar acquired ) Identifiable intangible assets — trademark and domain Identifiable intangible assets — technology and supplier network for new products* Deferred tax liabilities ) Non-controlling interests ) Goodwill Total purchase consideration The newly identifiable intangible assets of Qunar primarily consist of trademark and domain, technology and supplier network for new products. The trademark and domain are indefinite-lived intangible assets. The estimated fair value of the amortizable intangible assets (technology and supplier network for new products) is expected to amortised on a straight-line basis over a weighted average period of 5.2 years. The following unaudited pro forma consolidated financial information reflects the results of operations for the years ended December 31, 2014 and 2015, as if the business combination had occurred on January 1, 2014, and after giving effect to purchase accounting adjustments. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what operating results would have been had the acquisitions actually took place on the beginning of the periods presented, and may not be indicative of future operating results. In thousands 2014 2015 RMB RMB Pro-forma net revenues Pro-forma net loss ) ) A technology company focusing on hotel customer reviews In November 2013 and October 2014, the Company consummated the acquisition of the entire equity shares in a technology company focusing on hotel customer reviews through step acquisitions with the total purchase consideration of RMB 240 million which included cash consideration of RMB 110 million and the previsouly held 35% non-controlling interest with the fair value of RMB 130 million. The cash consideration was paid in 2015. The Company also recognized a gain from the re-measurement of its previously held equity interest to the fair value of RMB100 million in 2014. Such gain was reported in other income in the company’s previously presented financial statements. In 2015, the Company decided to report the gain from re-measurement of previously held equity interests in the step acquisitions in “Equity in income/(loss) of affiliates in the statement of income and comprehensive income as a better reflection of those transactions and the comparative amounts for the prior periods have been reclassified to conform to the current period presentation. The financial results of the acquired company have been included in the Company’s consolidated financial statements since the date the Company obtained control in October 2014 and were not significant to the Company for the year ended December 31, 2014. The final allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows, which includes a measurement period adjustment in 2015 to increase the intangible assets and deferred tax liabilities with a decrease to goodwill of RMB 33 million as compared with the preliminary purchase price allocation in 2014. RMB Net assets Identifiable intangible assets — System, brand and customer relationship Deferred tax liabilities ) Goodwill Fair value of previously held equity interest ) Total purchase consideration An offline travel agency In December, 2014, the Company completed the transaction to acquire approximately 43% equity stake and obtained majority voting power of an offline travel agency. The purchase consideration is approximately RMB308 million (US$50 million) . The total unpaid consideration amounted to RMB 196 million as of December31, 2014 has been paid in 2015. The financial results of the acquired entity have been included in the Company’s consolidated financial statements since the acquisition date. The final allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows which includes a measurement period adjustment in 2015 to decrease the consideration and goodwill by RMB 1 million: RMB Net assets (including the cash acquired of RMB142 million) Identifiable intangible assets — customer relationship Identifiable intangible assets — trademark Deferred tax liabilities ) Non-controlling interests ) Goodwill Total purchase consideration The identifiable intangible assets primarily consist of trademark and customer relationship. The trademark is indefinite-lived intangible assets. The fair value of the customer relationship is amortized on a straight-line basis over 5 years. Travelfusion Limited (“Travelfusion”) In January, 2015, the Company acquired 70% equity interest of Travelfusion. Travelfusion is a UK-based leading online Low Cost Carrier (LCC) travel content aggregator and innovator of Direct Connect global distribution solutions. The purchase consideration is RMB721 million (GBP75.6 million) . The results of Travelfusion have been included in the consolidated financial statements of the Company since the acquisition date. As of December 31, 2015, the total unpaid cash consideration was RMB 41 million and will be paid in 2016. On the acquisition date, the preliminary allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows. The non-controlling interest represents the fair value of the 30% equity interest not held by the Company: RMB Net assets Identifiable intangible assets — trademark and domain Identifiable intangible assets — Business relationship Identifiable intangible assets — IT Platform Deferred tax liabilities ) Non-controlling interests ) Goodwill Total purchase consideration The identifiable intangible assets primarily consist of trademark and domain, business relationship and IT Platform. The trademark and domain are indefinite-lived intangible assets. The fair values of the business relationship and IT Platform are amortized on a straight-line basis over 10 years and 5 years, respectively. Online trip package service provider In January, 2014, the Company acquired 51% controlling interest of an online trip package service provider. The purchase consideration is RMB139 million (US$23 million). The results of the acquired entity’s operations have been included in the consolidated financial statements of the Company since the acquisition date. The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows. The non-controlling interest represents the fair value of the 49% equity interest not held by the Company: RMB Net assets Identifiable intangible assets — trademark and domain Deferred tax liabilities ) Non-controlling interests ) Goodwill Total purchase consideration B2B hotel reservation company In August, 2013, the Company acquired a B2B hotel reservation company with the purchase consideration of RMB47 million (US$8 million). The financial results of the acquired entity have been included in the Company’s consolidated financial statements since the acquisition date. Hotel Wholesaler In August, 2013, the Company acquired a wholesaler operated hotel reservation and air ticketing services. The purchase consideration is HK$125 million (US$16 million). For the years ended December 31, 2013, 2014 and 2015, other than the business combination of Qunar, the financial results and the pro forma revenues and net earnings of above mentioned acquisitions were not considered as significant to the Group under Rule 3-05 of Regulation S-X and ASC 805 respectively, either individually or in aggregate. Other than the acquisitions disclosed above , none of other acquisition incurred during the periods presented is material to our businesses or financial results. As of December 31, 2015, the total unpaid consideration for the other acquisitions were RMB 69 million. |
Goodwill and other intangible assets | Goodwill and other intangible assets Goodwill represents the excess of the purchase price over the fair value of the identifiable assets and liabilities acquired as a result of the Company’s acquisitions of interests in its subsidiaries and consolidated VIEs. Goodwill is not amortized but is reviewed at least annually for impairment or earlier, if an indication of impairment exists. Recoverability of goodwill is evaluated using a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the fair value of a reporting unit exceeds the carrying value of the net assets assigned to a reporting unit, goodwill is considered not impaired and no further testing is required. If the carrying value of the net assets assigned to a reporting unit exceeds the fair value of a reporting unit, the second step of the impairment test is performed in order to determine the implied fair value of a reporting unit’s goodwill. Determining the implied fair value of goodwill requires valuation of a reporting unit’s tangible and intangible assets and liabilities in a manner similar to the allocation of purchase price in a business combination. If the carrying value of a reporting unit’s goodwill exceeds its implied fair value, goodwill is deemed impaired and is written down to the extent of the difference. The Company estimates total fair value of the reporting unit using discounted cash flow analysis, and makes assumptions regarding future revenue, gross margins, working capital levels, investments in new products, capital spending, tax, cash flows, and the terminal value of the reporting unit. As of December 31, 2015, the step one analysis performed indicated that the fair value of the Company’s reporting units was substantially greater than the respective carrying value. There was no impairment of goodwill during the years ended December 31, 2013, 2014 and 2015. Each quarter the Company reviews the events and circumstances to determine if goodwill impairment may be indicated. Separately identifiable intangible assets that have determinable lives continue to be amortized and consist primarily of non-compete agreements, customer list, supplier relationship, technology and business relationship as of December 31, 2014 and 2015 . The Company amortize s intangible assets on a straight-line basis over their estimated useful lives, which is three to ten years. The estimated life of amortized intangibles is reassessed if circumstances occur that indicate the life has changed. Other intangible assets that have indefinite useful life primarily include trademark and domain name s as of December 31, 2014 and 2015 . The Company evaluate s indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, the asset is tested for impairment . The Company estimates total fair value of the reporting unit using discounted cash flow analysis, and makes assumptions regarding future revenue, gross margins, working capital levels, investments in new products, capital spending, tax, cash flows, and the terminal value of the reporting unit. The Company reviews intangible assets with indefinite lives annually for impairment. No impairment on other intangible assets was recognized for the years ended December 31, 20 13 , 20 14 and 2015 . |
Impairment of long-lived assets | Impairment of long-lived assets L ong-lived assets (including intangible with definite lives) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Reviews are performed to determine whether the carrying value of asset group is impaired, based on comparison to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the Group recognizes impairment of long-lived assets to the extent the carrying amount of such assets exceeds the fair value . |
Accrued liability for customer reward program | Accrued liability for customer reward program The Group’ s end users participate in a reward program, which provides travel awards and other gifts to members based on accumulated membership points that vary depending on the services rendered and fees paid. The estimated incremental costs to provide free travel and other gifts are recognized as sales and marketing expense in the statements of income and comprehensive income and accrued for as a current liability as members accumulate points. As members redeem awards or their entitlements expire, the accrued liability is reduced correspondingly. As of December 31, 2014, and 2015, the Group’ s accrued liability for its customer reward program amounted to RMB 431 million and RMB 593 million, respectively, based on the estimated liabilities under the customer reward program. Our expenses for the customer rewards program were approximately RMB203million, RMB 355 million and RMB 399 million for the years ended December 31, 201 3 , 201 4 and 201 5 . |
Deferred revenue | Deferred revenue The Group has the coupon program, through which the Group provides coupons for end users who book selected hotels online through website. The end users who use the coupons receive credits in their virtual cash accounts upon check-out from the hotels and reviews for hotels submitted. The end users may redeem the amount of credits in their virtual cash account in cash, voucher, or mobile phone credit. The Group accounts for the estimated cost of future usage of coupons as contra-revenue or sales and marketing expenses in the consolidated statements. |
Revenue recognition | Revenue recognition The Group conducts its principal businesses in Great China Area primarily through Ctrip Computer Technology (Shanghai) Co., Ltd. (“Ctrip Computer Technology”), Ctrip Travel Information Technology (Shanghai) Co., Ltd. (“Ctrip Travel Information”) , Ctrip Travel Network Technology (Shanghai) Co., Ltd. (“Ctrip Travel Network”) , Ctrip Information Technology (Nantong) Co., Ltd. (“ Ctrip Information Technology ”) , ezTravel and Wing On Travel. Some of the operations of Ctrip Computer Technology and Ctrip Travel Network are conducted through a series of services and other agreements with the VIEs and VIE subsidiaries. Ctrip Computer Technology, Ctrip Travel Information, Ctrip Travel Network, Ctrip Information Technology and the VIEs are subject to business tax and VAT and related surcharges on the provision of taxable services in the PRC, which include hotel reservation and ticketing services provided to end users. In the statements of income and comprehensive income, business tax and related surcharges are deducted from revenues to arrive at net revenues. The Group presents majority of its revenues on a net basis . Rev enues are recognized at gross amounts received from customers in cases where the Group undertake s the majority of the business risks and acts as principal related to the services provided . The amount of revenues recognized at gross basis was immaterial during the years ended December 31, 2013, 2014 and 2015, respectively. Effective August 1, 2013, pursuant to Circular Caishui 201 3 No. 37 released by the Ministry of Finance of China, entities within transportation service and selected modern service industries will switch from a business tax payer to a VAT payer. Accommodation reservation services The Group receives commissions from travel suppliers for hotel room reservations through the Group’s transaction and service platform. Commissions from hotel reservation services rendered are recognized after the end users have completed their stay at the applicable hotel and upon confirmation of pending payment of the commissions by the hotel. Contracts with certain travel suppliers contain incentive commissions typically subject to achieving specific performance targets and such incentive commissions are recognized when it is reasonably assured that the Group is entitled to such incentive commissions. The Group generally receives incentive commissions from monthly arrangements with hotels based on the number of hotel room reservations where the end users have completed their stay. The Group presents revenues from such transactions on a net basis in the statements of income and comprehensive income as the Group , generally, does not assume inventory risks and has no obligations for cancelled hotel reservations. Transportation t icketing services T ransportation t icketing services revenues mainly represent revenues from tickets reservations and other related services. The Group receives commissions from travel suppliers for ticketing services through the Group’s transaction and service platform under various services agreements. Commissions from ticketing services rendered are recognized after tickets are issued. The Group presents revenues from such transactions on a net basis in the statements of income as the Group , generally, does not assume inventory risks and has no obligations for cancelled ticket reservations. Loss due to obligations for cancelled ticket reservations is minimal in the past. Packaged - tour The Group receives referral fees from travel product providers for packaged - tour products and services through the Group’s transaction and service platform. Referral fees are recognized as commissions on a net basis after the packaged-tour service are rendered and collections are reasonably assured . Shanghai Ctrip, Beijing Ctrip, Guangzhou Ctrip, Shenzhen Ctrip and Wing On Travel conduct domestic and cross-border travel tour services. Revenues, mainly referral fees, are recognized as commission s on a net basis after the services are rendered. Corporate travel Corporate travel management revenues primarily include commissions from air ticket booking, hotel reservation and packaged-tour services rendered to corporate clients. The Group contracts with corporate clients based on service fee model. Travel reservations are made via on-line and off-line services for air tickets, hotel and package-tour. Revenue is recognized on a net basis after the services are rendered, e.g. air tickets are issued, hotel stays or packaged-tour are completed, and collections are reasonably assured. Other businesses Other businesses comprise primarily of online advertising services, the sale of Property Management System (“PMS”), and related maintenance service. Shanghai Ctrip Commerce receives advertising revenue s , which principally represent the sale of banners or sponsorship on the website from customers. Advertising revenues are recognized ratably over the fixed term of the agreement as services are provided. Jointwisdom, a subsidiary of the Company, conducts sale of PMS and related maintenance service. The sale of PMS is recognized upon customer acceptance. Maintenance service is recognized ratably over the term of the maintenance contract on a straight-line basis. |
Allowance for doubtful accounts | Allowance for doubtful accounts A ccounts receivable are recorded at the invoiced amount and do not bear interest. The Company reviews on a periodic basis for doubtful accounts for the outstanding trade receivable balances based on historical experience and information available . Additionally , we make specific bad debt provisions based on (i) our specific assessment of the collect a bility of all significant accounts; and (ii) any specific knowledge we have acquired that might indicate that an account is uncollectible. The facts and circumstances of each account may require us to use substantial judgment in assessing its collect a bility. The following table summarize d the details of the Company’s allowance for doubtful accounts: 2013 2014 2015 RMB RMB RMB Balance at beginning of year Provision for doubtful accounts Write-offs ) ) ) Balance at end of period |
Cost of revenues | Cost of revenues Cost of revenues consists primarily of payroll compensation of customer service center personnel, credit card service fee, telecommunication expenses, direct cost of principal travel tour services, depreciation, rentals and related expenses incurred by the Group’s transaction and service platform which are directly attributable to the rendering of the Group’s travel related services and other businesses. |
Product development | Product development Product development expenses include expenses incurred by the Group to develop the Group’s travel supplier networks as well as to maintain, monitor and manage the Group’s transaction and service platform. The Group recognizes website , software and mobile applications development costs in accordance with ASC 350-50 “Website development costs” and ASC 350-40 “Software — internal use software” respectively. The Group expenses all costs that are incurred in connection with the planning and implementation phases of development and costs that are associated with repair or maintenance of the existing websites and mobile applications or the development of software or mobile applications for internal use and websites content. |
Sales and marketing | Sales and marketing Sales and marketing expenses consist primarily of costs of payroll and related compensation for the Company’s sales and marketing personnel, advertising expenses, and other related marketing and promotion expenses . Advertising expenses, amounting to approximately RMB 538 million, RMB 1.2 billion and RMB1.8 billion for the years ended December 31, 20 13, 2014 a nd 2015 respectively, are charged to the statements of income as incurred. |
Share-based compensation | Share-based compensation Under ASC 718, the Company applied the Black-Scholes valuation model in determining the fair value of options granted. Risk-free interest rates are based on US Treasury yield for the terms consistent with the expected life of award at the time of grant. Expected life is based on historical exercise patterns, for options granted before 2008 which the Company has historical data of and believes are representative of future behavior. For options granted since 2008, the Company used simplified method to estimate its expected life. Expected dividend yield is determined in view of the Company’s historical dividend payout rate and future business plan. The Company estimates expected volatility at the date of grant based on historical volatilities. The Company recognizes compensation expense on all share-based awards on a straight-line basis over the requisite service period. Forfeiture rate is estimated based on historical forfeiture patterns and adjusted to reflect future change in circumstances and facts, if any. If actual forfeitures differ from those estimates, we may need to revise those estimates used in subsequent periods. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from initial estimates. Share-based compensation expense was recorded net of estimated forfeitures such that expense was recorded only for those share-based awards that are expected to vest. According to ASC 718, a change in any of the terms or conditions of stock options shall be accounted for as a modification of the plan. Therefore, the Company calculates incremental compensation cost of a modification as the excess of the fair value of the modified option over the fair value of the original option immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. For vested options, the Company would recognize incremental compensation cost in the period the modification occurs and for unvested options, the Company would recognize, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date. According to ASC 718, the Company classifies options or similar instruments as liabilities if the entity can be required under any circumstances to settle the option or similar instrument by transferring cash or other assets and such cash settlement is probable. The percentage of the fair value that is accrued as compensation cost at the end of each period shall equal the percentage of the requisite service that has been rendered at that date. Changes in fair value of the liability classified award that occur during the requisite service period shall be recognized as compensation cost over that period. Changes in fair value that occur after the end of the requisite service period are compensation cost of the period in which the changes occur. Any difference between the amount for which a liability award is settled and its fair value at the settlement date as estimated is an adjustment of compensation cost in the period of settlement. Share incentive plans On November 5, 2004, the Company’s board of directors adopted a 2005 Employee’s Stock Option Plan (“2005 Option Plan”) . The 2005 Option Plan was approved by the shareholders of the Company in October 2005. The Company has reserved 3,000,000 ordinary shares for future issuances of options under the 2005 Option Plan. The terms of the 2005 Option Plan are substantially similar to the Company’s 2003 Option Plan. As of December 31 , 2014 and 2015, 386,310 and 179,453 options were outstanding under the 2005 Option Plan respectively. On October 17, 2007, the Company adopted a 2007 Share Incentive Plan (“2007 Incentive Plan”), which was approved by the shareholders of the Company on June 15, 2007. Under the 2007 Incentive Plan, the maximum aggregate number of shares, which may be issued pursuant to all share-based awards (including Incentive Share Options and Restricted Share Units (“RSU”)), is one million ordinary shares as of the first business day of 2007, plus an annual increase of one million shares to be added on the first business day of each calendar year beginning in 2008 to 2016. Under the 2007 Incentive Plan, the directors may, at their discretion, grant any employees, officers, directors and consultants of the Company and/or its subsidiaries such share-based awards. Shares options granted under 2007 Incentive Plan are vested over a period of 4 years. The Company granted 1,472,449 and 625,006 new shares options to employees with 4 year requisite service period for years ended December 31, 2014 and 2015, respectively. RSUs granted under 2007 Incentive Plan have a restricted period for 4 years. As of December 31, 2014 and 2015, 4,585,868 and 4,826,008 options and 1,058,608 and 865,408 RSUs were outstanding under the 2007 Incentive Plan. A summary of option activity under the share incentive plans The following table summarize d the Company’s share option activity under all the option plans (in US$, except shares) : Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2012 Granted Exercised ) Forfeited ) Outstanding at December 31, 2013 Granted Exercised ) Forfeited ) Outstanding at December 31, 2014 Granted Exercised ) Forfeited ) Outstanding at December 31, 2015 Vested and expect to vest at December 31, 2015 Exercisable at December 31, 2015 The Company’s current practice is to issue new shares to satisfy share option exercises. The expected-to-vest options are the result of applying the pre-vesting forfeiture rate assumptions of 8% to total unvested options. The aggregate intrinsic value in the table above represents the total intrinsic value (the aggregate difference between the Company’s closing stock price of US$371 as of December 31 , 20 15 and the exercise price for in-the-money options) that would have been received by the option holders if all in-the-money options had been exercised on December 31 , 20 15. The total intrinsic value of options exercised during the years ended December 31, 2013, 2014 and 2015 were US$99million US$148 million and US$178 million, respectively. The following table summarizes information related to outstanding and exercisable options as of December 31, 2015 (in US$, except shares) : Outstanding Exercisable Range of Exercise Prices Number of shares Weighted-Average Exercise Price Weighted-average Remaining Contractual Life (Years) Number of shares Weighted-Average Exercise Price Weighted-average Remaining Contractual Life (Years) 35.00-44.99 45.00-58.99 59.00-77.99 78.00-96.99 97.00-129.99 130.00-259.99 The weighted average fair value of options granted during the years ended December 31, 201 3 , 201 4 and 201 5 was US$38. 4 0, US$ 78.10 and US$ 109.93 per share, respectively. As of December 31, 2015, there was US$137 million of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share options which are expected to be recognized over a weighted average period of 2.6 year. Total unrecognized compensation cost may be adjusted for future changes in estimated forfeitures. Total cash received from the exercise of share options amounted to RMB180,261,090, RMB184,579,173 and RMB52,117,597 for the year ended December 31, 2013, 2014 and 2015 , respectively. The transfer agent was engaged by the Company to collect the exercise proceeds and remitted on regular basis and these amounts were presented as receivable from financial institution in Note 3. The Company calculated the estimated fair value of share options on the date of grant using the Black-Scholes pricing model with the following assumptions for the years ended December 31, 2013, 2014 and 2015 : 2013 2014 2015 Risk-free interest rate 0.69%-0.87% 1.66%-1.75% 1.35%-1.59% Expected life (years) Expected dividend yield Volatility 49%-52% 49%-50% Fair value of options at grant date per share from US$37.96 to US$39.69 from US$74.98 to US$109.57 from US$105.16 to US$112.76 A summary of RSUs activities under the share incentive plans The Company granted 259,365, 761,514 and 229,603 RSUs to employees with 4 year requisite service period for the years ended December 31, 2013, 2014 and 2015, respectively. In additional, pursuant to the Replacement mentioned above, another 475,343 RSUs replaced the 1,901,372 options initially granted under the 2007 incentive plan. The following table summarize d the Company’s RSUs activit ies under all incentive plans (in US$, except shares) : Number of Shares Weighted average grant date fair value(US$) Restricted shares Unvested at December 31, 2012 Granted Vested ) Forfeited ) Unvested at December 31, 2013 Granted Vested ) Forfeited ) Unvested at December 31, 2014 Granted Vested ) Forfeited ) Unvested at December 31, 2015 Total share-based compensation cost for the RSUs amounted to US$13.2million, US$32.3 million and US$48.6 million for the years ended December 31, 2013, 2014 and 2015, respectively. As of December 31, 2015, there was US$133 million unrecognized compensation cost, net of estimated forfeitures, related to unvested restricted shares, which are to be recognized over a weighted average vesting period of 2.2 years. Total unrecognized compensation cost may be adjusted for future changes in estimated forfeitures. The Company determined the fair value of RSUs based on its stock price on the date of grant. |
Operating leases | Operating leases Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases. Payments made under operating leases net of any incentives received by the Group from the leasing company are charged to the statements of income on a straight-line basis over the lease periods. |
Taxation | Taxation Deferred income taxes are provided using the balance sheet liability method. Under this method, deferred income taxes are recognized for the tax consequences of significant temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. The effect on deferred taxes of a change in tax rates is recognized in income in the period enacted. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered unlikely that some portion of, or all of, the deferred tax assets will not be realized. The Company applies ASC 740 , “Income Taxes” . It clarifies the accounting for uncertainty in income taxes recognized in the Company’s consolidated financial statements and prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. It also provides guidance on derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. |
Other income (net) | Other income (net) Other income consists of gain on deconsolidation of subsidiaries, financial subsidies , investment income and foreign exchange gains/(losses) . F inancial subsidies from local PRC government authorities were recorded as other income in the consolidated statements of income. There are no defined rules and regulations to govern the criteria necessary for companies to enjoy such benefits and the amount of financial subsidy are determined at the discretion of the relevant government authorities. Financial subsidies are recognized as other income when received. Components of other income for the year s ended December 31, 20 13, 20 14 and 2015 were as follows: 2013 2014 2015 RMB RMB RMB Gain on deconsolidation of subsidiaries (Note 8) — Subsidy income Dividends from a cost method investment — — Bank charges ) ) ) Foreign exchange gains/(losses) ) Reimbursement from the depository — Loss from impairment of long-term investment (Note 9) — ) — Gain on disposal of cost method investment — Loss on disposal of a subsidiary — ) — Others Total |
Statutory reserves | Statutory reserves The Company’s PRC subsidiaries and the VIEs are required to allocate at least 10% of their after-tax profit to the general reserve in accordance with the PRC accounting standards and regulations. The allocation to the general reserve can be stopped if such reserve has reached 50% of the registered capital of each company. Appropriations to the enterprise expansion fund, staff welfare and bonus fund are at the discretion of the board of directors of Ctrip Computer Technology , Ctrip Travel Information , Ctrip Travel Network, Ctrip Information Technology and Jointwisdom, the subsidiaries of the Company. Appropriations to discretionary surplus reserve are at the discretion of the board of directors of the VIEs. These reserves can only be used for specific purposes and are not transferable to the Company in form of loans, advances, or cash dividends. Additionally, ezTravel , the Company’s subsidiary incorporated in Taiwan, is also required to allocate 10% of its after-tax profit to the statutory reserve in accordance with the Taiwan regulations . There is no such regulation of providing statutory reserve in Hong Kong. During the years ended December 31, 20 13, 2014 , and 2015 , appropriations to statutory reserves have been made of approximately RMB 15.2 million , RMB 15.6 million , and RMB34.8 million, respectively. |
Dividends | Dividends Dividends are recognized when declared. PRC regulations currently permit payment of dividends only out of accumulated profits as determined in accordance with PRC accounting standards and regulations. The Company’s PRC subsidiaries can only distribute dividends after they have met the PRC requirements for appropriation to statutory reserves. Additionally, as the Company does not have any direct ownership in the VIEs, the VIEs cannot directly distribute dividends to the Company. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. As substantial ly all of the Company’s revenues are in RMB, any restrictions on currency exchange may limit our ability to use revenue generated in RMB to fund the Company’s business activities outside China or to make dividend payments in U.S. dollars. Restricted net assets of the Company’s PRC subsidiaries and VIEs not distributable in the form of dividends to the parent as a result of the aforesaid PRC regulations and other restrictions were RMB 2.6 b illion as of December 31 , 20 15 . As a result of the aforementioned PRC regulation and the Company’s organizational structure, accumulated profits of the subsidiaries in PRC distributable in the form of dividends to the parent as of December 31, 2013, 2014 and 2015 were RMB 4.6 billion , RMB 5.0 billion and RMB7.2 billion, respectively. The Company ’s PRC subsidiaries and VIE s are able to enter into royalty and trademark license agreements or certain other contractual arrangements at the sole discretion of the Company , for which the compensatory element of the arrangement is deducted from the accumulated profits. Effective January 1, 2008, current CIT Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises to their immediate holding companies outside mainland China. A lower withholding tax rate will be applied if there is a tax treaty arrangement between mainland China and the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements specified by PRC tax authorities, for example, will be subject to a 5% withholding tax rate. Furthermore, pursuant to the applicable circular and interpretations of the current EIT Law, dividends from earnings created prior to 2008 but distributed after 2008 are not subject to withholding income tax. |
Earnings per share | Earnings per share In accordance with “Computation of Earnings Per Share” , basic earnings per share is computed by dividing net income attributable to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings per share is calculated by dividing net income attributable to common shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Dilutive ordinary equivalent shares consist of ordinary shares issuable upon the exercise of outstanding share options (using the treasury stock method). If the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of basic and diluted EPS shall be adjusted retroactively for all periods presented to reflect that change in capital structure. If changes in common stock resulting from stock dividends, stock splits, or reverse stock splits occur after the close of the period but before the financial statements are issued or are available to be issued, the per-share computations for those and any prior-period financial statements presented are be based on the new number of shares. Effective December 1, 2015, the Company effected a change of the ratio of its American depositary shares (“ADSs”) to ordinary shares from four (4) ADSs representing one (1) ordinary share to eight (8) ADSs representing one (1) ordinary share. The historical and present earnings/ (loss) per share for the periods presented herein has been retrospectively adjusted to reflect such effect. |
Treasury stock | Treasury stock On July 30, 2008 and September 30, 2008 our board of directors and shareholders respectively approved a US$15 million share repurchase plan. On September 29, 2011, our board of directors approved another US$100 million share repurchase plan. On June 13, 2012, our board of directors approved a US$300 million share repurchase plan. And on April 3, 2014, our board of directors approved a US$600 million share repurchase plan. The share-repurchase programs do not require the Company to acquire a specific number of shares and may be suspended or discontinued at any time. |
Segment reporting | Segment reporting The Company operates and manages its business as a single segment. Resources are allocated and performance is assessed by the CEO, whom is determined to be the Chief Operating Decision Maker (CODM). Since the Company operates in one reportable segment, all financial segment and product information required by this statement can be found in the consolidated financial statements. The Company primarily generates its revenues from customers in Great China Area, and assets of the Company are also located in Great China Area . Accordingly, no geographical segments are presented. |
Recent accounting pronouncements | Rec ent accounting pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard will require the Company to separate performance obligations within a contract, determine total transaction costs, and ultimately allocate the transaction costs across the established performance obligations. In August 2015, the FASB issued ASU No. 2015-14, “Revenue from Contracts with Customers” (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. As a result, ASU 2014-09 will become effective for the Company beginning in fiscal 2018 under either full or modified retrospective adoption, with early adoption permitted as of the original effective date of ASU 2014-09. The Company is currently assessing the potential effects of these changes on the Company’s consolidated financial statements. In February 2015, the FASB issued the ASU 2015-02, “Amendments to the Consolidation Analysis”. The objective of issuing the amendments in this Update is to change the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. The amendments in this Update are an improvement to current US GAAP because they simplify the Codification and reduce the number of consolidation models through the elimination of the indefinite deferral of Statement 167 and because they place more emphasis on risk of loss when determining a controlling financial interest. The amendments in this Update are effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. A reporting entity may apply the amendments in this Update using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the fiscal year of adoption. A reporting entity also may apply the amendments retrospectively. The Company plans to apply this standard beginning in 2016 and does not expect this guidance to have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued the ASU 2015-05, ‘‘Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement’’. The Board issued the amendments in this Update as part of its Simplification Initiative. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of the financial statements. Existing GAAP does not include explicit guidance about a customer’s accounting for fees paid in a cloud computing arrangement. The amendments in this Update provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The guidance will not change GAAP for a customer’s accounting for service contracts. In addition, the guidance in this Update supersedes paragraph 350-40-25-16. Consequently, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. For public business entities, the Board decided that the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. For all other entities, the amendments will be effective for annual periods beginning after December 15, 2015, and interim periods in annual periods beginning after December 15, 2016. Early adoption is permitted for all entities. An entity can elect to adopt the amendments either (1) prospectively to all arrangements entered into or materially modified after the effective date or (2) retrospectively. For prospective transition, the only disclosure requirements at transition are the nature of and reason for the change in accounting principle, the transition method, and a qualitative description of the financial statement line items affected by the change. For retrospective transition, the disclosure requirements at transition include the requirements for prospective transition and quantitative information about the effects of the accounting change. The Company plans to apply this standard beginning in 2016 and does not expect this guidance to have a material impact on the Company’s consolidated financial statements. In April 2015, the FASB issued the ASU No. 2015-03—Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), which changes the presentation of debt issuance costs in financial statements. Under ASU 2015-03, an entity will present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. In August 2015, the FASB issued the ASU No. 2015-15—Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements (“ASU 2015-15”), which incorporates the SEC staff’s announcement that clarifies the exclusion of line-of-credit arrangements from the scope of ASU 2015-03. The ASU clarifies that debt issuance costs related to line-of-credit arrangements can be deferred and presented as an asset that is subsequently amortized over the time of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. ASU 2015-03 is effective retrospectively for interim and annual periods beginning after December 15, 2015. The Company has determined and elected to early adopt the guidance and applied retrospectively to the prior period presented in its consolidated financial statements. See Note 17 “Long-Term Debt”. In September 2015, the FASB issued the ASU No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments, which eliminates the requirement for acquirers in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers must recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts that would have been recorded in previous periods if the accounting had been completed at the acquisition date. This update is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted. The Company has elected to early adopt the guidance from the year ended December 31, 2015. In November 2015, the FASB issued the ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes, to simplify the presentation of deferred income taxes. The amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. If an entity applies the guidance prospectively, the entity should disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. If an entity applies the guidance retrospectively, the entity should disclose in the first interim and first annual period of change the nature of and reason for the change in accounting principle and quantitative information about the effects of the accounting change on prior periods. The Company has determined and elected to early adopt the guidance to its consolidated financial statements starting December 31, 2015, prospectively. See Note 15 “Taxation”. In January, 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. This accounting standard retains the current accounting for classifying and measuring investments in debt securities and loans, but requires equity investments to be measured at fair value with subsequent changes recognized in net income, except for those accounted for under the equity method or requiring consolidation. This guidance also changes the accounting for investments without a readily determinable fair value and that do not qualify for the practical expedient to estimate fair value. A policy election can be made for these investments whereby estimated fair value may be measured at cost and adjusted in subsequent periods for any impairment or changes in observable prices of identical or similar investments. This revised guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements. In February, 2016, the FASB issued ASU No. 2016-02, Leases. This accounting standard requires lessees to recognize assets and liabilities related to lease arrangements longer than 12 months on the balance sheet. This standard also requires additional disclosures by lessees and contains targeted changes to accounting by lessors. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee have not significantly changed from previous GAAP. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements. In March, 2016, the FASB issued ASU No. 2016-06, Contingent Put and Call Options in Debt Instruments. The amendments in this Update apply to all entities that are issuers of or investors in debt instruments (or hybrid financial instruments that are determined to have a debt host) with embedded call (put) options. The Amendments in this Update clarify the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts, which is one of the criteria for bifurcating an embedded derivative. An entity performing the assessment under the amendments in this Update is required to assess the embedded call (put) options solely in accordance with the four-step decision sequence. Consequently, when a call (put) option is contingently exercisable, an entity does not have to assess whether the event that triggers the ability to exercise a call (put) option is related to interest rates or credit risks. The amendments are an improvement to GAAP because they eliminate diversity in practice in assessing embedded contingent call (put) options in debt instruments. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. An entity should apply the amendments in this Update on a modified retrospective basis to existing debt instruments as of the beginning of the fiscal year for which the amendments are effective. The Company is in the process of evaluating the impact of the Update on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting. The amendments in this Update eliminate the requirement that when an investment qualified for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previous held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required. The amendments in this Update require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increase in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted. The Company is in the process of evaluating the impact of the Update on its consolidated financial statements. |
Certain risks and concentration | Certain risks and concentration Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, short-term investment, accounts receivable, amounts due from related parties, prepayments and other current assets. As of December 31, 20 13, 2014 and 2015 , substantially all of the Company’s cash and cash equivalents , restricted cash and short-term investment were held in major financial institutions located in the PRC and in Hong Kong, which management considers to be of high credit quality. Accounts receivable are generally unsecured and denominated in RMB, and are derived from revenues earned from operations arising primarily in the PRC. No individual customer accounted for more than 10% of net revenues for the years ended December 31, 20 13 , 20 14 and 2015 . No individual customer accounted for more than 10% of accounts receivable as of December 31, 20 14 and 2015 . |
PRINCIPAL ACCOUNTING POLICIES31
PRINCIPAL ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Acquisitions disclosures | |
Company's major VIEs and VIE's subsidiaries | Name of VIE and VIEs’ subsidiaries Date of establishment/acquisition Shanghai Ctrip Commerce Co., Ltd. (“Shanghai Ctrip Commerce”) Established on July 18, 2000 Beijing Ctrip International Travel Agency Co., Ltd. (“Beijing Ctrip”) Acquired on January 15, 2002 Guangzhou Ctrip International Travel Agency Co., Ltd. (“Guangzhou Ctrip”) Established on April 28, 2003 Shanghai Ctrip International Travel Agency Co., Ltd. (“Shanghai Ctrip” formerly Shanghai Ctrip Charming International Travel Agency Co., Ltd.) Acquired on September 23, 2003 Shenzhen Ctrip Travel Agency Co., Ltd. (“Shenzhen Ctrip”) Established on April 13, 2004 Ctrip Insurance Agency Co., Ltd. (“Ctrip Insurance”) Established on July 25, 2011 Shanghai Huacheng Southwest International Travel Agency Co., Ltd. (“Shanghai Huacheng” formerly Shanghai Huacheng Southwest Travel Agency Co., Ltd.) Established on March 13, 2001 Chengdu Ctrip Travel Agency Co., Ltd. (“Chengdu Ctrip”) Established on January 8, 2007 Chengdu Ctrip International Travel Agency Co., Ltd. (“Chengdu Ctrip International”) Established on November 4, 2008 Qunar.com Beijing Information Technology Company Limited (“Qunar Beijing”) Established on March 17, 2006 |
Consolidation balance sheet information of VIEs | As of December 31, 2014 2015 RMB RMB Total assets Less: Inter-company receivables ) ) Total assets excluding inter-company Total liabilities Less: Inter-company payables ) ) Total liabilities excluding inter-company |
Consolidation results of operations information of VIEs | For the year ended December 31, 2013 2014 2015 RMB RMB RMB Net revenues Cost of revenues Net income / (loss) ) ) ) |
Property, equipment and software, estimated useful lives | Building 20-40 years Leasehold improvements Lesser of the term of the lease or the estimated useful lives of the assets Website-related equipment 5 years Computer equipment 3-5 years Furniture and fixtures 3-5 years Software 3-5 years |
Allowance for doubtful accounts | 2013 2014 2015 RMB RMB RMB Balance at beginning of year Provision for doubtful accounts Write-offs ) ) ) Balance at end of period |
Company's share option activity under all the incentive plans | The following table summarize d the Company’s share option activity under all the option plans (in US$, except shares) : Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2012 Granted Exercised ) Forfeited ) Outstanding at December 31, 2013 Granted Exercised ) Forfeited ) Outstanding at December 31, 2014 Granted Exercised ) Forfeited ) Outstanding at December 31, 2015 Vested and expect to vest at December 31, 2015 Exercisable at December 31, 2015 |
Information related to outstanding and exercisable options | The following table summarizes information related to outstanding and exercisable options as of December 31, 2015 (in US$, except shares) : Outstanding Exercisable Range of Exercise Prices Number of shares Weighted-Average Exercise Price Weighted-average Remaining Contractual Life (Years) Number of shares Weighted-Average Exercise Price Weighted-average Remaining Contractual Life (Years) 35.00-44.99 45.00-58.99 59.00-77.99 78.00-96.99 97.00-129.99 130.00-259.99 |
Assumptions of Black-Scholes pricing model | 2013 2014 2015 Risk-free interest rate 0.69%-0.87% 1.66%-1.75% 1.35%-1.59% Expected life (years) Expected dividend yield Volatility 49%-52% 49%-50% Fair value of options at grant date per share from US$37.96 to US$39.69 from US$74.98 to US$109.57 from US$105.16 to US$112.76 |
Schedule of restricted share activities under all option plans | The following table summarize d the Company’s RSUs activit ies under all incentive plans (in US$, except shares) : Number of Shares Weighted average grant date fair value(US$) Restricted shares Unvested at December 31, 2012 Granted Vested ) Forfeited ) Unvested at December 31, 2013 Granted Vested ) Forfeited ) Unvested at December 31, 2014 Granted Vested ) Forfeited ) Unvested at December 31, 2015 |
Components of other income | 2013 2014 2015 RMB RMB RMB Gain on deconsolidation of subsidiaries (Note 8) — Subsidy income Dividends from a cost method investment — — Bank charges ) ) ) Foreign exchange gains/(losses) ) Reimbursement from the depository — Loss from impairment of long-term investment (Note 9) — ) — Gain on disposal of cost method investment — Loss on disposal of a subsidiary — ) — Others Total |
Qunar | |
Acquisitions disclosures | |
Summary of fair value of acquisition cost | RMB US$ Fair value of previously held equity interest (1) Consideration paid in December 2015 Total purchase cost (1) Which also represents fair value of purchase consideration for the initial 45% equity method investment in October 2015 |
Purchase price allocation | RMB Cash and cash equivalents Advance to suppliers Prepayments and other current assets Long-term investments Fixed assets, net Other non-current assets Accounts payable ) Taxes payable ) Short-term debts ) Accrued expenses and other current liabilities ) Non-current liability ) Non-controlling interests ) Net assets of Qunar acquired ) Identifiable intangible assets — trademark and domain Identifiable intangible assets — technology and supplier network for new products* Deferred tax liabilities ) Non-controlling interests ) Goodwill Total purchase consideration |
Schedule of Pro Forma results | In thousands 2014 2015 RMB RMB Pro-forma net revenues Pro-forma net loss ) ) |
A technology company focusing on hotel customer reviews | |
Acquisitions disclosures | |
Purchase price allocation | RMB Net assets Identifiable intangible assets — System, brand and customer relationship Deferred tax liabilities ) Goodwill Fair value of previously held equity interest ) Total purchase consideration |
An offline travel agency | |
Acquisitions disclosures | |
Purchase price allocation | RMB Net assets (including the cash acquired of RMB142 million) Identifiable intangible assets — customer relationship Identifiable intangible assets — trademark Deferred tax liabilities ) Non-controlling interests ) Goodwill Total purchase consideration |
Travelfusion | |
Acquisitions disclosures | |
Purchase price allocation | RMB Net assets Identifiable intangible assets — trademark and domain Identifiable intangible assets — Business relationship Identifiable intangible assets — IT Platform Deferred tax liabilities ) Non-controlling interests ) Goodwill Total purchase consideration |
An online trip package service provider | |
Acquisitions disclosures | |
Purchase price allocation | RMB Net assets Identifiable intangible assets — trademark and domain Deferred tax liabilities ) Non-controlling interests ) Goodwill Total purchase consideration |
PREPAYMENTS AND OTHER CURRENT32
PREPAYMENTS AND OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
PREPAYMENTS AND OTHER CURRENT ASSETS | |
Components of prepayments and other current assets | 2014 2015 RMB RMB Prepayments and deposits to vendors Employee advances Prepaid expenses Receivables from financial institution Interest receivable Others Total |
LONG-TERM DEPOSITS AND PREPAY33
LONG-TERM DEPOSITS AND PREPAYMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
LONG-TERM DEPOSITS AND PREPAYMENTS | |
Components of long-term deposits and prepayments | 2014 2015 RMB RMB Deposits paid to airline suppliers Prepayments for purchase of long lived assets — Deposits paid to hotel suppliers Deposits paid to lessor Deposits paid to travel bureau Others Total |
PROPERTY, EQUIPMENT AND SOFTW34
PROPERTY, EQUIPMENT AND SOFTWARE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
PROPERTY, EQUIPMENT AND SOFTWARE | |
Schedule of property, equipment and software and its related accumulated depreciation and amortization | 2014 2015 RMB RMB Buildings Computer equipment Website-related equipment Furniture and fixtures Software Leasehold improvements Construction in progress Less: accumulated depreciation and amortization ) ) Total net book value |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INVESTMENTS | |
Schedule of long-term investments | 2014 2015 RMB RMB Held to maturity investment Long-term time deposit — Available-for-sale investments Tujia — LY.com Hanting eHi Easy Go Tuniu Others Equity method investments eLong — Homeinns Others Cost method investments Total net book value |
Schedule of financial information of investees | Year ended December 31, 2013 2014 2015 Equity investments Equity investments Qunar Other equity investments Operating data: Revenue Gross profit Income/(loss) from operations ) ) Net income/(loss) ) ) Net income/(loss) attributable to our equity method investments companies ) ) Add: Equity dilution impact — ) Add: Gain/(loss) from disposal of equity investments, including the remeasurement gain/(loss) from previously held equity investments in step acquisitions — Equity in income/(loss) of affiliates — ) As of December 31, 2013 2014 2015 Balance sheet data: Current assets Long-term assets Current liabilities. Long-term liabilities. Non-controlling interests. |
Qunar | |
INVESTMENTS | |
Carrying amount and unrealized securities holding profit for equity method investment | 2015 RMB Investment cost Foreign currency translation Total investment cost Value booked under equity method Share of cumulative loss ) Amortization of outside difference, net of tax ) Carrying value of the investment at the date prior to the consolidation |
eLong | |
INVESTMENTS | |
Carrying amount and unrealized securities holding profit for equity method investment | 2015 RMB Investment cost Foreign currency translation Total investment cost Value booked under equity method Share of cumulative loss ) Amortization of outside difference, net of tax ) Total booked value under equity method. ) Net book value as of December 31, 2015 |
Homeinns | |
INVESTMENTS | |
Carrying amount and unrealized securities holding profit for equity method investment | 2014 2015 RMB RMB Investment cost Balance at beginning of year Foreign currency translation Total investment cost Value booked under equity method Share of cumulative profit Amortization of outside difference, net of tax ) ) Total booked value under equity method. Net book value |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
FAIR VALUE MEASUREMENT | |
Schedule of fair value assets measured on recurring basis | Fair Value Measurement at December 31, 2015 Using Quoted Prices in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable inputs (Level 3) Fair Value at December 31, 2015 RMB RMB RMB RMB US$ Financial products — — Time deposits — — Available-for-sale investments Tujia — — LY.com — — Hanting — — eHi — — Easy Go — — Tuniu — — Others — — Total Fair Value Measurement at December 31, 2014 Using Quoted Prices in Active Market for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Unobservable inputs (Level 3) Fair Value at December 31, 2014 RMB RMB RMB RMB US$ Financial products — — Time deposits — — Available-for-sale investments LY.com — — Hanting — — Easy Go — — eHi — — Tuniu — — Others — — Total |
Schedule of roll forward of major Level 3 investments | Tujia LY.com Easy Go Others RMB RMB RMB RMB Fair value of Level 3 investment as at December 31, 2013 — — Addition — Effect of exchange rate change — — Other than temporary impairment ) The change in fair value of the investment — ) Fair value of Level 3 investment as at December 31, 2014 — Addition — — Effect of exchange rate change — The change in fair value of the investment ) Fair value of Level 3 investment as at December 31, 2015 Fair value of Level 3 investments as at December 31, 2015 (US$) |
Schedule of significant unobservable inputs used in the valuation | Unobservable Input Tujia LY.com Easy Go Others Weighted average cost of capital 17% 17% 12% 17 - 25% Terminal growth rate 3% 3% 3% 3% Lack of marketability discount 30% 35% 20% 9 - 30% Time to liquidation 4 years 4 years 2 years 0.58 - 3.29 years Risk-free rate 2.21% 2.21% 1.65% 1.45 - 2.60% Expected volatility 42.8% 50.4% 38.75% 33.07 - 62.72% Probability Liquidation scenario: 10% Redemption scenario: 10% IPO scenario: 80% Liquidation scenario: 70% IPO scenario: 30% Liquidation scenario: 55% Redemption scenario: 45% Conversion scenario: 5% Liquidation scenario: 40% - 50% Redemption scenario: 40% - 50% Conversion scenario: 0 - 20% Dividend yield Nil Nil Nil Nil |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
GOODWILL | |
Schedule of changes in the carrying amount of goodwill | 2014 2015 RMB RMB Balance at beginning of year Acquisition of Qunar (Note 2) — Acquisition of Travelfusion (Note 2) — Acquisition of an offline travel agency in 2014 and measurement period adjustment in 2015 (Note 2) Acquisition of a technology company focusing on hotel customer reviews in 2014 and measurement period adjustment in 2015 (Note 2) ) Acquisition of an online trip package service provider (Note 2) — Others Balance at end of period. |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
INTANGIBLE ASSETS | |
Schedule of intangible assets | 2014 2015 RMB RMB Intangible asset Intangible assets to be amortized Business Relationship (Representing the relationship with the travel service providers and other business partners) Technology Customer relationship Non-compete agreements Cross-border travel agency license Others Intangible assets not subject to amortization Trade mark Golf membership certificate Others Less: accumulated amortization Intangible assets to be amortized Business Relationship ) ) Technology ) ) Customer relationship ) ) Non-compete agreements ) ) Cross-border travel agency license ) ) Others ) ) ) ) Net book value Intangible assets to be amortized Business Relationship Technology — Customer relationship Non-compete agreements — — Cross-border travel agency license — — Others Intangible assets not subject to amortization Trade mark Golf membership certificate Others |
Schedule of useful lives of finite-lived intangible assets | Customer relationship 3-10 years Business Relationship 10 years Technology 5-6 years Non-compete agreements 5 years Cross-border travel agency license 8 years |
Schedule of future estimated amortization expense finite-lived intangible assets | Amortization RMB 2016 2017 2018 2019 2020 |
SHORT-TERM DEBT (Tables)
SHORT-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
SHORT-TERM DEBT. | |
Summary of short-term debt | 2014 2015 RMB RMB Short-term borrowings 2017 and 2018 Convertible Senior Notes (Note 17) Qunar CB (Note 16) — Total |
RELATED PARTY TRANSACTIONS AN40
RELATED PARTY TRANSACTIONS AND BALANCES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
RELATED PARTY TRANSACTIONS AND BALANCES | |
Schedule of related party transactions | 2013 2014 2015 RMB RMB RMB Commissions from Homeinns (a) Commissions from Hanting (a) Commissions from eLong (a) — — Commissions from Tujia (a) — — Commissions from Baidu — — Entrusted loan and interest to a technology company focusing on hotel customer reviews (b) — Shareholders’ loan and interest to Skyseas (c) — Commissions to eLong (d) — Commissions to LY.com (d) — Online marketing service from Baidu (e) — — Purchase of tour package from Ananda Travel Service (Aust.) Pty Limited (“Ananda”) (f) (a) Homeinns, Hanting , eLong and Tujia have entered into agreements with the Company, respectively, to provide hotel rooms for our customers. The transactions above represent the commissions earned from these related parties. (b) In September 2013, the Company entered into agreements with a technology company focusing on hotel customer reviews to provide entrusted loan of RMB13 million. The entrusted loan has a one-year maturity period. The balance of entrusted loan together with the interest to the technology company focusing on hotel customer reviews for the year ended December 31, 2013 and December 31, 2014 are presented as above. (c) The Company entered into agreements to provide hotel rooms to eLong and LY.com. Commissions to LY.com presented above starting from April 1, 2014 to December 31, 2015. Commissions to eLong starting from June 1, 2015 to December 31, 2015 are presented as above. (d) The Company and its online marketing service supplier, Baidu, which is also the major shareholder of the Company, ha ve entered into marketing service agreements. Marketing service expense starting from November, 2015 to December 31, 2015 is presented as above. (e) The Company’s tour package supplier, Ananda is an affiliate of Wing On Travel. Tour package purchase from Ananda for the years ended December 31, 2013, 2014 and 2015 is presented as above. |
Schedule of significant balances with related parties | 2014 2015 RMB RMB Due from related parties, current: Due from Baidu (a) Due from Skyseas — Due from LY.com Due from eLong Due from Hanting Due from Homeinns Due from Tujia — Due from others — Due from related parties, non-current: Due from Skyseas Due from Hanting — Due to related parties, current: Due to Baidu(b) — Due to eLong — Due to LY.com Due to Ananda Due to Hanting (a) On October 27, 2015, the Company granted a loan amounting to RMB650 million (US$100 million) to Baidu Holdings. The loan bore an interest at 1.00% with a repayment term of 12 months. The company received the repayment in March, 2016. (b) On February 27, 2014, Qunar entered into a US$300,000,000 revolving credit facility agreement with Baidu. The three-year credit facility bears no commitment fee. Any drawdown bears interest at a rate of 90% of the benchmark lending rate published by the People’s Bank of China and shall be repaid within three years from the drawdown date. Qunar is allowed to repay its outstanding debt obligation at maturity either by cash or by issuance of Class B shares. The applicable share conversion price will be determined by the prevailing share price at the maturity date. On March 12 and May 4, 2015, Qunar drew down RMB507 million (US$78 million) and RMB627 million (US$97 million) respectively, pursuant to the revolving credit facility agreement. In March 2016, the company repaid these loans and the facility agreement was terminated. |
TAXATION (Tables)
TAXATION (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
TAXATION | |
Schedule of composition of income tax expense | 2013 2014 2015 RMB RMB RMB Current income tax expense Deferred tax (benefit)/expense ) ) Income tax expense |
Schedule of reconciliation of the differences between statutory tax rate and the effective tax rate | 2013 2014 2015 Statutory CIT rate % % % Tax differential from statutory rate applicable to subsidiaries with referential tax rates )% )% )% Gain on deconsolidation of a subsidiary with a withholding tax rate of 10% versus the statutory CIT rate — — )% Non-deductible expenses incurred % % % Change in valuation allowance % % % Effective CIT rate % % % |
Schedule of significant components of deferred tax assets and liabilities | 2014 2015 RMB RMB Deferred tax assets: Loss carry forward — Accrued liability for customer reward related programs — Accrued staff salary — Accrued expenses Others — Less: Valuation allowance of deferred tax assets ) — Total deferred tax assets, current — Deferred tax assets, non-current: Accrued expenses — Loss carry forward — Accrued liability for customer reward related programs — Accrued staff salary — Others — Less: Valuation allowance of deferred tax assets — ) Total deferred tax assets, non-current — Deferred tax liabilities, non-current: Recognition of intangible assets arise from business combinations ) ) Net deferred tax assets/(liabilities) ) |
Schedule of movement of valuation allowances | 2013 2014 2015 RMB RMB RMB Balance at beginning of year Current year additions Deconsolidation of Tujia — — ) Balance at end of year |
Schedule of effect of preferential tax on China operations | 2013 2014 2015 RMB RMB RMB Tax holiday effect Basic net income per ADS effect Diluted net income per ADS effect |
OTHER PAYABLES AND ACCRUALS (Ta
OTHER PAYABLES AND ACCRUALS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
OTHER PAYABLES AND ACCRUALS | |
Schedule of other payables and accruals | 2014 2015 RMB RMB Accrued operating expenses Payable for Qunar CB holders (a) — Deposits received from suppliers and packaged-tour users Payable for acquisition Deposit for special bonus program (b) Due to employees for stock option proceeds received on their behalf Interest payable Accruals for property and equipment Deferred revenue Others Total (a) In June 2015, Qunar issued US$ 500 million, 2% interest rate convertible senior notes due 2021 (the “Qunar CB”) to several institutional investors (the “CB Holders”). The Qunar CB included a Make-Whole provision, where the CB Holders are granted a right to convert the Qunar CB into Qunar’s ADS at an increased conversion rate (the “Make-Whole Rate”) or request redemption at an equivalent dollar amount in the event of certain fundamental changes of Qunar, including change in shareholding over 10%. In October 2015, Ctrip obtained 45% equity interest of Qunar from Baidu which triggered the Make-Whole provision. In December 2015, Ctrip entered into the agreements with the CB Holders to settle all the outstanding Qunar CB in the consideration equal to the value of Qunar ADS as if were converted at the Make-Whole Rate. The total consideration included cash and the ordinary shares of Ctrip with the aggregated amount of RMB3.9 billion. Such liability of Qunar CB is considered as assumed liability at the Company for Qunar and was charged in pre-acquisition of Qunar. The settlement was paid in January 2016. (b) In September, 2014, the Company established a special bonus program. Under this program, the Company provides the bonus units to the selected employees and the employees are required to provide deposit to participate such program. The bonus is calculated based on certain agreed-upon performance merits and is paid together with the deposit. As of December 31, 2015, the Company recognized the employees deposit of RMB92 million in other payable. |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
LONG-TERM DEBT. | |
Schedule of convertible senior notes | 2014 2015 RMB RMB 2018 1.25% Convertible Senior Notes — 2020 1% Convertible Senior Notes — 2025 1.99% Convertible Senior Notes — Priceline 1% Convertible 2019 Notes Priceline 1% Convertible 2020 Notes — Priceline 2% Convertible 2025 Notes — Hillhouse 2% Convertible 2025 Notes — Less: Debt issuance cost ) ) Total |
NON-CONTROLLING INTERESTS (Tabl
NON-CONTROLLING INTERESTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
NON-CONTROLLING INTERESTS | |
Schedule of noncontrolling interest | December 31, 2014 December 31, 2015 RMB RMB Qunar — An offline travel agency Travelfusion — An online trip package service provider A technology company focusing on hotel customer reviews ezTravel Tujia — Others |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
EARNINGS PER SHARE | |
Basic earnings per share and diluted earnings per share | 2013 2014 2015 RMB RMB RMB Numerator: Net income attributable to Ctrip’s shareholders Eliminate the dilutive effect of interest expense of convertible notes — Numerator for diluted earnings per share Denominator: Denominator for basic earnings per ordinary share - weighted average ordinary shares outstanding Dilutive effect of share options Dilutive effect of convertible notes — Dilutive effect of convertible notes sold warrants Denominator for diluted earnings per ordinary share Basic earnings per ordinary share Diluted earnings per ordinary share Basic earnings per ADS Diluted earnings per ADS |
Schedule of weighted average number of ordinary shares excluded from computation of diluted earnings per share | 2013 2014 2015 RMB RMB RMB 2017 convertible senior notes — — 2018 convertible senior notes — 2025 convertible senior notes — — Priceline convertible 2019 notes — — Priceline convertible 2025 notes — — A long-tern equity investment firm notes — — Outstanding weighted average stock options Sold Warrants |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
COMMITMENTS AND CONTINGENCIES | |
Operating lease commitments | Office Premises RMB 2016 2017 2018 2019 2020 Thereafter |
PRINCIPAL ACCOUNTING POLICIES -
PRINCIPAL ACCOUNTING POLICIES - Major variable interest entities and their subsidiaries (Details) | 12 Months Ended |
Dec. 31, 2015CNY (¥)item | |
Shanghai Ctrip Commerce | Two senior officers of the Company | |
Major variable interest entities and their subsidiaries | |
Number of Officers | item | 2 |
Shareholding percentage of VIE | 100.00% |
Registered capital of VIE | ¥ 30,000,000 |
Beijing Ctrip | Shanghai Ctrip Commerce and One Senior Officer of Ctrip.com International, Ltd. | |
Major variable interest entities and their subsidiaries | |
Shareholding percentage of VIE | 100.00% |
Registered capital of VIE | ¥ 40,000,000 |
Guangzhou Ctrip | Two senior officers of the Company | |
Major variable interest entities and their subsidiaries | |
Number of Officers | item | 2 |
Shareholding percentage of VIE | 100.00% |
Registered capital of VIE | ¥ 3,000,000 |
Shanghai Ctrip | Two senior officers of the Company | |
Major variable interest entities and their subsidiaries | |
Number of Officers | item | 2 |
Shareholding percentage of VIE | 100.00% |
Registered capital of VIE | ¥ 10,050,000 |
Shenzhen Ctrip | Two senior officers of the Company | |
Major variable interest entities and their subsidiaries | |
Number of Officers | item | 2 |
Shareholding percentage of VIE | 100.00% |
Registered capital of VIE | ¥ 2,500,000 |
Ctrip Insurance | Shanghai Ctrip Commerce and Ctrip Computer Technology | |
Major variable interest entities and their subsidiaries | |
Shareholding percentage of VIE | 100.00% |
Registered capital of VIE | ¥ 50,000,000 |
Shanghai Huacheng | Shanghai Ctrip Commerce | |
Major variable interest entities and their subsidiaries | |
Shareholding percentage of VIE | 100.00% |
Registered capital of VIE | ¥ 100,000,000 |
Chengdu Ctrip | Two senior officers of the Company | |
Major variable interest entities and their subsidiaries | |
Number of Officers | item | 2 |
Shareholding percentage of VIE | 100.00% |
Registered capital of VIE | ¥ 20,000,000 |
Chengdu Ctrip International | Shanghai Ctrip | |
Major variable interest entities and their subsidiaries | |
Shareholding percentage of VIE | 100.00% |
Registered capital of VIE | ¥ 2,000,000 |
Qunar.com Beijing Information Technology Company Limited Qunar Beijing Member | Two senior officers of the Company | |
Major variable interest entities and their subsidiaries | |
Number of Officers | item | 2 |
Shareholding percentage of VIE | 100.00% |
Registered capital of VIE | ¥ 1,000,000 |
PRINCIPAL ACCOUNTING POLICIES48
PRINCIPAL ACCOUNTING POLICIES - Key agreements with the VIEs and summary financial information of the VIEs (Details) | 12 Months Ended | |||||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2012CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014USD ($) | Dec. 31, 2014CNY (¥) | |
Financial information of the group's VIEs | ||||||||
Notice period for termination of agreement | 30 days | 30 days | ||||||
Value of an asset of a consolidated VIE that can be used only to settle obligations of the VIE, except for registered capital and PRC statutory reserves | ¥ 0 | |||||||
Total assets | $ 18,346,134,793 | ¥ 118,842,591,960 | ¥ 31,209,525,065 | |||||
Total liabilities | 8,514,876,034 | 55,157,663,979 | 20,831,797,477 | |||||
Prepayments and other current assets | 1,042,015,164 | 6,749,965,827 | 2,469,707,335 | |||||
Short-term investments | 1,271,386,198 | 8,235,785,516 | 6,438,854,587 | |||||
Accounts receivables | 486,394,820 | 3,150,768,364 | 1,826,765,949 | |||||
Cash and cash equivalents | 2,966,389,002 | ¥ 7,138,344,814 | ¥ 3,421,532,962 | 19,215,674,674 | $ 818,316,064 | 5,300,887,799 | ||
Advances from customers | 919,421,301 | 5,955,827,306 | 3,937,477,522 | |||||
Accounts payable | 917,672,926 | 5,944,501,681 | 2,304,111,525 | |||||
Other payables and accruals | 549,749,552 | 3,561,167,650 | 1,600,113,658 | |||||
Salary and welfare payable | 184,737,386 | 1,196,691,839 | 525,157,105 | |||||
Taxes payable | 253,385,320 | 1,641,379,425 | 339,452,319 | |||||
Net revenues | 1,682,294,616 | 10,897,568,061 | ¥ 7,346,918,369 | 5,386,745,542 | ||||
Cost of revenues | 469,826,148 | 3,043,439,819 | 2,100,606,413 | 1,386,767,067 | ||||
Net income / (loss) | 370,402,798 | 2,399,395,247 | ¥ 91,622,345 | ¥ 906,402,585 | ||||
Minimum | ||||||||
Financial information of the group's VIEs | ||||||||
Average rate per ticket based on number of tickets sold (in RMB or US dollars per ticket) | 1.5 | 10 | ||||||
Average rate per person per tour based on number of tour packages sold (in RMB or US dollars per person per tour) | 8.3 | 54 | ||||||
Maximum | ||||||||
Financial information of the group's VIEs | ||||||||
Average rate per ticket based on number of tickets sold (in RMB or US dollars per ticket) | 1.8 | 11 | ||||||
Average rate per person per tour based on number of tour packages sold (in RMB or US dollars per person per tour) | $ 13.8 | ¥ 89 | ||||||
Amended and restated exclusive option agreements | ||||||||
Financial information of the group's VIEs | ||||||||
Term of exclusive option agreements | 10 years | 10 years | ||||||
Term of automatic renewal of exclusive option agreements | 10 years | 10 years | ||||||
Ctrip Computer Technology, Ctrip Travel Network and Ctrip Travel Information | Amended and Restated Technical Consulting and Services Agreement | ||||||||
Financial information of the group's VIEs | ||||||||
Service fees charged from affiliates as percentage of their total net income | 107.10% | 107.10% | 109.40% | 105.90% | ||||
Term of technical consulting and services agreements | 10 years | 10 years | ||||||
Term of automatic renewal of technical consulting and services agreements | 10 years | 10 years | ||||||
Written notice period required to be served for the termination of agreements | 30 days | 30 days | ||||||
Chengdu Ctrip and Chengdu Ctrip International | ||||||||
Financial information of the group's VIEs | ||||||||
Service fee | ¥ 286,000,000 | |||||||
Variable interest entities | ||||||||
Financial information of the group's VIEs | ||||||||
Service fees charged from affiliates as percentage of their total net income | 107.10% | 107.10% | 109.40% | 105.90% | ||||
Amount of registered capital and PRC statutory reserves of VIEs | 516,000,000 | |||||||
Total assets | 22,188,424,951 | 13,495,852,174 | ||||||
Less: Inter-company receivables | (3,808,937,898) | (1,424,351,080) | ||||||
Total assets excluding inter-company | 18,379,487,053 | 12,071,501,094 | ||||||
Total liabilities | 20,998,061,568 | 12,509,239,945 | ||||||
Less: Inter-company payables | (8,572,648,210) | (6,133,068,354) | ||||||
Total liabilities excluding inter-company | 12,425,413,358 | 6,376,171,591 | ||||||
Prepayments and other current assets | 4,100,000,000 | 2,000,000,000 | ||||||
Short-term investments | 3,100,000,000 | 3,100,000,000 | ||||||
Accounts receivables | 2,700,000,000 | 1,400,000,000 | ||||||
Cash and cash equivalents | 2,800,000,000 | 2,600,000,000 | ||||||
Investments (non-current) | 2,400,000,000 | 1,600,000,000 | ||||||
Advances from customers | 5,100,000,000 | 3,500,000,000 | ||||||
Accounts payable | 4,000,000,000 | 1,800,000,000 | ||||||
Other payables and accruals | 2,100,000,000 | 588,000,000 | ||||||
Salary and welfare payable | 217,000,000 | 195,000,000 | ||||||
Taxes payable | ¥ 689,000,000 | ¥ 45,000,000 | ||||||
Net revenues | ¥ 6,384,556,234 | ¥ 4,138,380,618 | ¥ 3,137,211,893 | |||||
Cost of revenues | 1,983,511,461 | 1,252,538,920 | 904,328,902 | |||||
Net income / (loss) | ¥ (73,523,163) | (87,193,139) | (74,463,933) | |||||
Revenues as a percent of total | 59.00% | 59.00% | ||||||
Net income before the deduction of inter-company consulting fee charges | ¥ 1,000,000,000 | ¥ 1,100,000,000 | ¥ 1,300,000,000 |
PRINCIPAL ACCOUNTING POLICIES49
PRINCIPAL ACCOUNTING POLICIES - Foreign currencies and land use rights (Details) | 12 Months Ended |
Dec. 31, 2015¥ / $ | |
PRINCIPAL ACCOUNTING POLICIES | |
RMB/USD exchange rate used in translation | 0.1544 |
Minimum | |
Use right years | 3 years |
Maximum | |
Use right years | 10 years |
Land use right | Minimum | |
Use right years | 40 years |
Land use right | Maximum | |
Use right years | 50 years |
PRINCIPAL ACCOUNTING POLICIES50
PRINCIPAL ACCOUNTING POLICIES - Property, equipment and software (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Building | Minimum | |
Property, equipment and software | |
Estimated useful life | 20 years |
Building | Maximum | |
Property, equipment and software | |
Estimated useful life | 40 years |
Website-related equipment | |
Property, equipment and software | |
Estimated useful life | 5 years |
Computer equipment | Minimum | |
Property, equipment and software | |
Estimated useful life | 3 years |
Computer equipment | Maximum | |
Property, equipment and software | |
Estimated useful life | 5 years |
Furniture and fixtures | Minimum | |
Property, equipment and software | |
Estimated useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, equipment and software | |
Estimated useful life | 5 years |
Software | Minimum | |
Property, equipment and software | |
Estimated useful life | 3 years |
Software | Maximum | |
Property, equipment and software | |
Estimated useful life | 5 years |
PRINCIPAL ACCOUNTING POLICIES51
PRINCIPAL ACCOUNTING POLICIES - Acquisitions (Details) £ in Millions, shares in Millions, HKD in Millions | Dec. 10, 2015shares | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Oct. 31, 2015USD ($)Voteshares | Oct. 31, 2015CNY (¥)Voteshares | Jan. 31, 2015GBP (£) | Dec. 31, 2014USD ($) | Dec. 31, 2014CNY (¥) | Oct. 31, 2014CNY (¥) | Jan. 31, 2014USD ($) | Jan. 31, 2014CNY (¥) | Aug. 31, 2013HKD | Aug. 31, 2013USD ($) | Aug. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Oct. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | Jan. 31, 2015CNY (¥) |
Business combination disclosures | ||||||||||||||||||||||
Share of cumulative loss | $ (20,960,868) | ¥ (135,780,312) | ¥ 187,191,141 | ¥ 56,146,814 | ||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Goodwill | $ 7,053,388,635 | ¥ 1,892,507,708 | $ 7,053,388,635 | 1,892,507,708 | ¥ 972,531,184 | ¥ 45,690,440,903 | ||||||||||||||||
Qunar | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Purchase consideration | $ 5,103,252,544 | ¥ 32,541,365,375 | ¥ 3,900,000,000 | |||||||||||||||||||
Ownership of share capital held (as a percent) | 48.00% | 48.00% | ||||||||||||||||||||
Equity interest acquired (as a percent) | 45.00% | 45.00% | ||||||||||||||||||||
Share of cumulative loss | ¥ (2,400,000,000) | |||||||||||||||||||||
Percentage of ownership acquired (as a percent) | 45.00% | 45.00% | ||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Cash and cash equivalents | 5,169,733,816 | |||||||||||||||||||||
Advance to suppliers | 1,177,437,522 | |||||||||||||||||||||
Prepayments and other current assets | 3,075,154,225 | |||||||||||||||||||||
Long-term investments | 712,967,197 | |||||||||||||||||||||
Fixed assets, net | 232,085,350 | |||||||||||||||||||||
Other non-current assets | 127,412,235 | |||||||||||||||||||||
Accounts payable | (1,584,668,322) | |||||||||||||||||||||
Taxes payable | (1,028,960,573) | |||||||||||||||||||||
Short term debts | (3,301,856,678) | |||||||||||||||||||||
Accrued expenses and other current liabilities | (4,526,855,580) | |||||||||||||||||||||
Non-current liability | (93,019,969) | |||||||||||||||||||||
Non-controlling interests | (5,282,358) | |||||||||||||||||||||
Net assets | (45,853,135) | |||||||||||||||||||||
Non-controlling interests | (17,850,614,771) | |||||||||||||||||||||
Deferred tax liabilities, non-current | (2,489,866,400) | |||||||||||||||||||||
Goodwill | 42,980,923,491 | |||||||||||||||||||||
Total purchase consideration | 32,541,365,375 | |||||||||||||||||||||
Gain from change in fair value of equity interest | ¥ 2,400,000,000 | |||||||||||||||||||||
Pro forma results | ||||||||||||||||||||||
Pro-forma net revenues | 14,812,533,000 | 8,917,279,000 | ||||||||||||||||||||
Pro-forma net loss | (5,086,934,000) | (1,889,396,000) | ||||||||||||||||||||
Qunar | Trademark and domain | ||||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Identifiable intangible assets | 8,998,429,167 | |||||||||||||||||||||
Qunar | Technology and supplier network for new products | ||||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Identifiable intangible assets | ¥ 948,347,023 | |||||||||||||||||||||
Weighted average useful life | 5 years 2 months 12 days | 5 years 2 months 12 days | ||||||||||||||||||||
Qunar | Baidu | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Shares issued as consideration (in shares) | shares | 11.5 | 11.5 | ||||||||||||||||||||
Fair value of shares issued as consideration | $ 3,400,000 | ¥ 21,700,000 | ||||||||||||||||||||
Purchase consideration | $ 3,416,184,974 | ¥ 21,698,582,100 | ||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Equity method interest (as a percent) | 45.00% | 45.00% | ||||||||||||||||||||
Shares issued for the benefit of employees | shares | 4 | |||||||||||||||||||||
Qunar | Qunar Employees | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Purchase consideration | $ 1,687,067,570 | ¥ 10,842,783,275 | ||||||||||||||||||||
Qunar | Common Class A | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Number of shares acquired | shares | 179 | 179 | ||||||||||||||||||||
Number of votes per share | Vote | 3 | 3 | ||||||||||||||||||||
Shares outstanding | shares | 193 | 193 | ||||||||||||||||||||
Qunar | Common Class B | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Number of shares acquired | shares | 11 | 11 | ||||||||||||||||||||
Number of votes per share | Vote | 1 | 1 | ||||||||||||||||||||
Number of shares deemed to be owned | shares | 256 | 256 | ||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Number of shares exchanged for shares issued to employees | shares | 66 | |||||||||||||||||||||
A technology company focusing on hotel customer reviews | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Purchase consideration | ¥ 240,000,000 | |||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Net assets | ¥ 2,134,170 | 2,134,170 | ||||||||||||||||||||
Deferred tax liabilities, non-current | (11,188,000) | (11,188,000) | ||||||||||||||||||||
Previously held equity interest | (129,360,000) | |||||||||||||||||||||
Goodwill | 333,320,722 | 333,320,722 | ||||||||||||||||||||
Total purchase consideration | 239,658,892 | 239,658,892 | ||||||||||||||||||||
Decrease in goodwill as measurement period adjustment | 33,000,000 | |||||||||||||||||||||
Cash paid of the acquisition price | 110,000,000 | |||||||||||||||||||||
A technology company focusing on hotel customer reviews | System, brand and customer relationship | ||||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Identifiable intangible assets | ¥ 44,752,000 | ¥ 44,752,000 | ||||||||||||||||||||
A technology company focusing on hotel customer reviews | Technology and supplier network for new products | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Percentage of ownership acquired (as a percent) | 35.00% | 35.00% | 35.00% | |||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Gain from the re-measurement of the previously held equity interest to the fair value in the business acquisition | ¥ 100,000,000 | |||||||||||||||||||||
An offline travel agency | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Purchase consideration | $ 50,000,000 | ¥ 308,000,000 | ||||||||||||||||||||
Percentage of ownership acquired (as a percent) | 43.00% | 43.00% | ||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Cash acquired | ¥ 142,000,000 | |||||||||||||||||||||
Net assets | 164,411,042 | ¥ 164,411,042 | ||||||||||||||||||||
Non-controlling interests | (370,656,000) | (370,656,000) | ||||||||||||||||||||
Deferred tax liabilities, non-current | (60,450,000) | (60,450,000) | ||||||||||||||||||||
Goodwill | 331,615,519 | 331,615,519 | ||||||||||||||||||||
Total purchase consideration | 306,720,561 | 306,720,561 | ||||||||||||||||||||
Purchase consideration unpaid | 196,000,000 | 196,000,000 | ||||||||||||||||||||
Decrease in goodwill as measurement period adjustment | 1,000,000 | |||||||||||||||||||||
Decrease in consideration as measurement period adjustment | ¥ 1,000,000 | |||||||||||||||||||||
An offline travel agency | Trademark and domain | ||||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Identifiable intangible assets | 174,800,000 | 174,800,000 | ||||||||||||||||||||
Travelfusion | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Purchase consideration | £ | £ 75.6 | |||||||||||||||||||||
Percentage of ownership acquired (as a percent) | 70.00% | |||||||||||||||||||||
Non-controlling interest percentage (as a percent) | 30.00% | |||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Net assets | ¥ 36,936,493 | |||||||||||||||||||||
Non-controlling interests | (275,995,802) | |||||||||||||||||||||
Deferred tax liabilities, non-current | (72,293,783) | |||||||||||||||||||||
Goodwill | 687,633,024 | |||||||||||||||||||||
Total purchase consideration | 720,536,040 | |||||||||||||||||||||
Purchase consideration unpaid | ¥ 41,000,000 | |||||||||||||||||||||
Travelfusion | Trademark and domain | ||||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Identifiable intangible assets | 78,058,071 | |||||||||||||||||||||
An online trip package service provider | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Purchase consideration | $ 23,000,000 | ¥ 139,000,000 | ||||||||||||||||||||
Percentage of ownership acquired (as a percent) | 51.00% | |||||||||||||||||||||
Non-controlling interest percentage (as a percent) | 49.00% | |||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Net assets | ¥ 13,176,760 | |||||||||||||||||||||
Non-controlling interests | (134,009,200) | |||||||||||||||||||||
Identifiable intangible assets | 61,564,134 | |||||||||||||||||||||
Deferred tax liabilities, non-current | (9,234,620) | |||||||||||||||||||||
Goodwill | 207,981,890 | |||||||||||||||||||||
Total purchase consideration | ¥ 139,478,964 | |||||||||||||||||||||
B2B hotel reservation company | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Purchase consideration | $ 8,000,000 | ¥ 47,000,000 | ||||||||||||||||||||
Hotel Wholesaler | ||||||||||||||||||||||
Business combination disclosures | ||||||||||||||||||||||
Purchase consideration | HKD 125 | $ 16,000,000 | ||||||||||||||||||||
Others | ||||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Purchase consideration unpaid | ¥ 69,000,000 | |||||||||||||||||||||
Customer relationship | An offline travel agency | ||||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Identifiable intangible assets | ¥ 67,000,000 | ¥ 67,000,000 | ||||||||||||||||||||
Weighted average useful life | 5 years | 5 years | ||||||||||||||||||||
Business Relationship | Travelfusion | ||||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Weighted average useful life | 10 years | 10 years | ||||||||||||||||||||
Business Relationship | Travelfusion | Business Relationship | ||||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Identifiable intangible assets | 261,146,660 | |||||||||||||||||||||
IT Platform | Travelfusion | ||||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Weighted average useful life | 5 years | 5 years | ||||||||||||||||||||
IT Platform | Travelfusion | IT Platform | ||||||||||||||||||||||
Purchase price allocation | ||||||||||||||||||||||
Identifiable intangible assets | ¥ 5,051,377 |
PRINCIPAL ACCOUNTING POLICIES52
PRINCIPAL ACCOUNTING POLICIES - Goodwill and other intangible assets to sales and marketing (Details) | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | |
PRINCIPAL ACCOUNTING POLICIES | |||||
Impairment of goodwill | ¥ 0 | ¥ 0 | ¥ 0 | ||
Impairment on other intangible assets | 0 | 0 | 0 | ||
Accrued liability for customer reward program | |||||
Amount of accrued liability for group's customers reward program | $ 91,596,964 | 430,852,908 | ¥ 593,346,816 | ||
Amount of expenses for group's customers reward program | 399,000,000 | 355,000,000 | 203,000,000 | ||
Allowance for doubtful accounts activity | |||||
Balance at beginning of year | 14,707,184 | 5,896,903 | 4,351,963 | ||
Provision for doubtful accounts | $ 4,952,420 | 32,080,786 | 11,737,580 | 2,842,681 | |
Write-offs | (8,550,312) | (2,927,299) | (1,297,741) | ||
Balance at end of period | 38,237,658 | 14,707,184 | 5,896,903 | ||
Sales and marketing | |||||
Advertising expenses | ¥ 1,800,000,000 | ¥ 1,200,000,000 | ¥ 538,000,000 | ||
Minimum | |||||
Intangible assets | |||||
Intangible asset useful life | 3 years | 3 years | |||
Maximum | |||||
Intangible assets | |||||
Intangible asset useful life | 10 years | 10 years |
PRINCIPAL ACCOUNTING POLICIES53
PRINCIPAL ACCOUNTING POLICIES - Share incentive plans (Details) - shares | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 17, 2007 | Nov. 05, 2004 | |
Share-based compensation disclosures | ||||||
Number of option outstanding under share incentive plans (in shares) | 5,005,461 | 4,972,178 | 4,130,732 | 3,919,535 | ||
Ctrip 2005 Option Plan | ||||||
Share-based compensation disclosures | ||||||
Number of option outstanding under share incentive plans (in shares) | 179,453 | 386,310 | ||||
Number of ordinary shares reserved for future issuances of options | 3,000,000 | |||||
Ctrip 2007 Incentive Plan | ||||||
Share-based compensation disclosures | ||||||
Number of option outstanding under share incentive plans (in shares) | 4,826,008 | 4,585,868 | ||||
Number of ordinary shares authorized | 1,000,000 | |||||
Annual increase of number of ordinary shares authorized | 1,000,000 | |||||
Ctrip 2007 Incentive Plan | Stock options | ||||||
Share-based compensation disclosures | ||||||
Vesting period | 4 years | |||||
Ctrip 2007 Incentive Plan | Stock options | Employees | ||||||
Share-based compensation disclosures | ||||||
Number of options granted under share incentive plan | 625,006 | 1,472,449 | ||||
Ctrip 2007 Incentive Plan | Restricted stock units (RSUs) | ||||||
Share-based compensation disclosures | ||||||
Restriction period | 4 years | |||||
Restricted stock units outstanding (in shares) | 865,408 | 1,058,608 |
PRINCIPAL ACCOUNTING POLICIES54
PRINCIPAL ACCOUNTING POLICIES - Summary of share option activity (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
PRINCIPAL ACCOUNTING POLICIES | ||||
Number of shares, outstanding, beginning balance | 4,972,178 | 4,130,732 | 3,919,535 | |
Weighted average exercise price, outstanding, beginning balance (in dollars per share) | $ 101.03 | $ 70.42 | $ 64.81 | |
Aggregate intrinsic value, outstanding, beginning balance | $ 405,399,251 | $ 528,988,489 | $ 57,772,345 | |
Number of shares, granted | 625,006 | 1,472,449 | 945,106 | |
Weighted average exercise price, granted (in dollars per share) | $ 247.91 | $ 172.56 | $ 79.70 | |
Number of shares, exercised | (506,163) | (573,351) | (660,459) | |
Weighted average exercise price, exercised (in dollars per share) | $ 65.65 | $ 62.52 | $ 48.05 | |
Number of shares, forfeited | (85,560) | (57,652) | (73,450) | |
Weighted average exercise price, forfeited (in dollars per share) | $ 156.32 | $ 117.63 | $ 91.75 | |
Number of shares, outstanding, ending balance | 5,005,461 | 4,972,178 | 4,130,732 | 3,919,535 |
Weighted average exercise price, outstanding, ending balance (in dollars per share) | $ 122 | $ 101.03 | $ 70.42 | $ 64.81 |
Weighted average remaining contractual life (Years), outstanding | 4 years 9 months 7 days | 5 years 2 months 1 day | 4 years 11 months 27 days | 5 years 1 month 21 days |
Aggregate intrinsic value, outstanding, ending balance | $ 1,244,544,670 | $ 405,399,251 | $ 528,988,489 | $ 57,772,345 |
Number of shares, vested and expect to vest | 4,817,960 | |||
Weighted average exercise price, vested and expect to vest (in dollars per share) | $ 120.31 | |||
Weighted average remaining contractual life (Years), vested and expect to vest | 4 years 8 months 16 days | |||
Aggregate intrinsic value, vested and expect to vest | $ 1,206,083,858 | |||
Number of shares, exercisable | 2,661,689 | |||
Weighted average exercise price, exercisable (in dollars per share) | $ 83.69 | |||
Weighted average remaining contractual life (Years), exercisable | 3 years 4 months 21 days | |||
Aggregate intrinsic value, exercisable | $ 763,784,521 | |||
Assumptions | ||||
Pre-vesting forfeiture rate assumptions (as a percent) | 8.00% | |||
Closing stock price (in dollars per share) | $ 371 | |||
Total intrinsic value of options exercised | $ 178,000,000 | $ 148,000,000 | $ 99,000,000 |
PRINCIPAL ACCOUNTING POLICIES55
PRINCIPAL ACCOUNTING POLICIES - Summary of outstanding and exercisable options (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||||
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CNY (¥) | Dec. 31, 2014$ / shares | Dec. 31, 2014CNY (¥) | Dec. 31, 2013$ / shares | Dec. 31, 2013CNY (¥) | |
Share-based compensation disclosures by exercise price range | ||||||
Number of shares, outstanding | 5,005,461 | |||||
Number of shares, exercisable | 2,661,689 | |||||
Assumptions | ||||||
Weighted average fair value of options granted (in dollars per share) | $ / shares | $ 109.93 | $ 78.10 | $ 38.40 | |||
Total unrecognized compensation cost | $ | $ 137 | |||||
Weighted average recognized period | 2 years 7 months 6 days | |||||
Total cash received from the exercise of share options | ¥ | ¥ 52,117,597 | ¥ 184,579,173 | ¥ 180,261,090 | |||
35.00-44.99 | ||||||
Share-based compensation disclosures by exercise price range | ||||||
Number of shares, outstanding | 842,593 | |||||
Weighted-average exercise price, outstanding (in dollars per share) | $ / shares | $ 38.02 | |||||
Weighted-average remaining contractual life (years), outstanding | 1 year 1 month 6 days | |||||
Number of shares, exercisable | 842,593 | |||||
Weighted-average exercise price, exercisable (in dollars per share) | $ / shares | $ 38.02 | |||||
Weighted-average remaining contractual life (years), exercisable | 1 year 1 month 6 days | |||||
45.00-58.99 | ||||||
Share-based compensation disclosures by exercise price range | ||||||
Number of shares, outstanding | 200 | |||||
Weighted-average exercise price, outstanding (in dollars per share) | $ / shares | $ 58.39 | |||||
Number of shares, exercisable | 200 | |||||
Weighted-average exercise price, exercisable (in dollars per share) | $ / shares | $ 58.39 | |||||
59.00-77.99 | ||||||
Share-based compensation disclosures by exercise price range | ||||||
Number of shares, outstanding | 1,183,878 | |||||
Weighted-average exercise price, outstanding (in dollars per share) | $ / shares | $ 77.03 | |||||
Weighted-average remaining contractual life (years), outstanding | 5 years 4 days | |||||
Number of shares, exercisable | 621,952 | |||||
Weighted-average exercise price, exercisable (in dollars per share) | $ / shares | $ 76.17 | |||||
Weighted-average remaining contractual life (years), exercisable | 4 years 11 months 19 days | |||||
78.00-96.99 | ||||||
Share-based compensation disclosures by exercise price range | ||||||
Number of shares, outstanding | 571,277 | |||||
Weighted-average exercise price, outstanding (in dollars per share) | $ / shares | $ 91.31 | |||||
Weighted-average remaining contractual life (years), outstanding | 3 years 3 months | |||||
Number of shares, exercisable | 454,764 | |||||
Weighted-average exercise price, exercisable (in dollars per share) | $ / shares | $ 92.17 | |||||
Weighted-average remaining contractual life (years), exercisable | 3 years | |||||
97.00-129.99 | ||||||
Share-based compensation disclosures by exercise price range | ||||||
Number of shares, outstanding | 390,344 | |||||
Weighted-average exercise price, outstanding (in dollars per share) | $ / shares | $ 105.36 | |||||
Weighted-average remaining contractual life (years), outstanding | 3 years 8 months 5 days | |||||
Number of shares, exercisable | 390,344 | |||||
Weighted-average exercise price, exercisable (in dollars per share) | $ / shares | $ 105.36 | |||||
Weighted-average remaining contractual life (years), exercisable | 3 years 8 months 5 days | |||||
130.00-249.99 | ||||||
Share-based compensation disclosures by exercise price range | ||||||
Number of shares, outstanding | 2,017,169 | |||||
Weighted-average exercise price, outstanding (in dollars per share) | $ / shares | $ 195.40 | |||||
Weighted-average remaining contractual life (years), outstanding | 6 years 9 months 18 days | |||||
Number of shares, exercisable | 351,836 | |||||
Weighted-average exercise price, exercisable (in dollars per share) | $ / shares | $ 171.34 | |||||
Weighted-average remaining contractual life (years), exercisable | 6 years 2 months 27 days |
PRINCIPAL ACCOUNTING POLICIES56
PRINCIPAL ACCOUNTING POLICIES - Assumptions used to calculate fair value of share options (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based compensation disclosures | |||
Risk-free interest rate, minimum (as a percent) | 1.35% | 1.66% | 0.69% |
Risk-free interest rate, maximum (as a percent) | 1.59% | 1.75% | 0.87% |
Expected life | 5 years | 5 years | 5 years |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% |
Volatility, minimum (as a percent) | 49.00% | 49.00% | |
Volatility (as a percent) | 56.00% | ||
Volatility, maximum (as a percent) | 50.00% | 52.00% | |
Fair value of options at grant date per share | $ 109.93 | $ 78.10 | $ 38.40 |
Minimum | |||
Share-based compensation disclosures | |||
Fair value of options at grant date per share | 105.16 | 74.98 | 37.96 |
Maximum | |||
Share-based compensation disclosures | |||
Fair value of options at grant date per share | $ 112.76 | $ 109.57 | $ 39.69 |
PRINCIPAL ACCOUNTING POLICIES57
PRINCIPAL ACCOUNTING POLICIES - Summary of RSUs activities (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Outstanding at the beginning of the period (in dollars per share) | |||
Weighted average exercise price, outstanding, beginning balance (in dollars per share) | $ 101.03 | $ 70.42 | $ 64.81 |
Granted (in dollars per share) | 247.91 | 172.56 | 79.70 |
Exercised (in dollars per share) | 65.65 | 62.52 | 48.05 |
Forfeited (in dollars per share) | 156.32 | 117.63 | 91.75 |
Weighted average exercise price, outstanding, ending balance (in dollars per share) | $ 122 | $ 101.03 | $ 70.42 |
Total unrecognized compensation cost | $ 137 | ||
Weighted average recognized period | 2 years 7 months 6 days | ||
Restricted stock units (RSUs) | |||
Number of Shares | |||
Outstanding at the beginning of the period (in shares) | 1,058,608 | 623,424 | 646,301 |
Granted (in shares) | 229,603 | 761,514 | 259,365 |
Vested (in shares) | (271,683) | (261,692) | (224,939) |
Forfeited (in shares) | (151,120) | (64,638) | (57,303) |
Outstanding at the end of the period (in shares) | 865,408 | 1,058,608 | 623,424 |
Outstanding at the beginning of the period (in dollars per share) | |||
Weighted average exercise price, outstanding, beginning balance (in dollars per share) | $ 158.55 | $ 83.60 | $ 101.30 |
Granted (in dollars per share) | 249.31 | 185.40 | 79.23 |
Exercised (in dollars per share) | 129.21 | 86.82 | 118.54 |
Forfeited (in dollars per share) | 181.47 | 148.02 | 85.40 |
Weighted average exercise price, outstanding, ending balance (in dollars per share) | $ 185.17 | $ 158.55 | $ 83.60 |
Share-based compensation expense | $ 48.6 | $ 32.3 | $ 13.2 |
Total unrecognized compensation cost | $ 133 | ||
Weighted average recognized period | 2 years 2 months 12 days | ||
Ctrip 2007 Incentive Plan | |||
Share-based compensation arrangement by share-based payment award | |||
Number of shares, converted to RSU | 1,901,372 | ||
Ctrip 2007 Incentive Plan | Restricted stock units (RSUs) | |||
Share-based compensation arrangement by share-based payment award | |||
Requisite service period | 4 years | ||
Converted from option in January 2012 (in shares) | 475,343 |
PRINCIPAL ACCOUNTING POLICIES58
PRINCIPAL ACCOUNTING POLICIES - Other income (Details) | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Other income (net) | ||||
Gain on deconsolidation of subsidiaries (Note 8) | $ 354,202,307 | ¥ 2,294,451,702 | ¥ 789,193 | |
Subsidy income | 199,418,778 | 132,094,928 | ¥ 119,697,248 | |
Dividends from a cost method investment | 39,036,138 | |||
Bank Charge | (61,150,707) | (49,713,255) | (18,940,474) | |
Foreign exchange gains/(losses) | 12,638,982 | (55,930,392) | 32,523,857 | |
Reimbursement from the depository | 11,582,882 | 17,507,842 | ||
Loss from impairment of long-term investment | 0 | (33,000,000) | 0 | |
Gain on disposal of cost method investment | 4,014,829 | |||
Loss from disposal of a subsidiary | (1,529,046) | |||
Others | 24,038,193 | 12,073,069 | 7,726,330 | |
Total | $ 382,997,288 | ¥ 2,480,979,830 | ¥ 43,820,635 | ¥ 162,529,632 |
PRINCIPAL ACCOUNTING POLICIES59
PRINCIPAL ACCOUNTING POLICIES - Statutory reserves and dividends (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
China | |||
Statutory reserves disclosures | |||
Portion of after-tax profit to be allocated to general reserve under PRC law (as a percent) | 10.00% | ||
Maximum percentage of statutory general reserve related to entity's registered capital | 50.00% | ||
Appropriations to statutory reserves | ¥ 34.8 | ¥ 15.6 | ¥ 15.2 |
Dividends | |||
Restricted net assets of company's PRC subsidiaries and VIEs not distributable in form of dividends to parent | 2,600 | ||
Accumulated profit of subsidiaries in PRC distributable in form of dividends to parent | ¥ 7,200 | ¥ 5,000 | ¥ 4,600 |
Withholding tax rate for dividends distributed by foreign invested enterprise to their immediate holding companies outside mainland china (as a percent) | 10.00% | ||
Taiwan | |||
Statutory reserves disclosures | |||
Portion of after-tax profit to be allocated to general reserve under PRC law (as a percent) | 10.00% |
PRINCIPAL ACCOUNTING POLICIES60
PRINCIPAL ACCOUNTING POLICIES - Earnings per share, treasury stock and segment reporting (Details) | 1 Months Ended | 12 Months Ended | ||||||||||||
Oct. 31, 2013USD ($)shares | Dec. 31, 2015USD ($)itemshares | Dec. 31, 2015CNY (¥)itemshares | Dec. 31, 2014USD ($)shares | Dec. 31, 2014CNY (¥)shares | Dec. 31, 2015CNY (¥)shares | Nov. 30, 2015 | Dec. 31, 2014CNY (¥)shares | Apr. 03, 2014USD ($) | Dec. 31, 2013USD ($)shares | Jun. 13, 2012USD ($) | Sep. 29, 2011USD ($) | Sep. 30, 2008USD ($) | Jul. 30, 2008USD ($) | |
Treasury stock disclosures | ||||||||||||||
Approved repurchase plan | $ | $ 600,000,000 | $ 300,000,000 | $ 100,000,000 | $ 15,000,000 | $ 15,000,000 | |||||||||
Conversion of convertible senior notes | $ 18,366,377 | ¥ 118,973,720 | ¥ 400,610,842 | |||||||||||
Treasury stock, shares | 3,577,357 | 3,323,262 | 3,577,357 | 3,323,262 | 3,777,087 | |||||||||
Treasury stock at cost | $ 366,316,863 | $ 259,000,000 | ¥ 2,372,927,372 | ¥ 1,605,630,913 | $ 256,000,000 | |||||||||
Segment reporting disclosures | ||||||||||||||
Number of reportable segments | item | 1 | 1 | ||||||||||||
2012 Convertible Senior Notes | ||||||||||||||
Treasury stock disclosures | ||||||||||||||
Conversion of convertible senior notes | $ | $ 45,500,000 | $ 16,500,000 | $ 61,600,000 | |||||||||||
Stock issued to bond holders | 588,219 | 244,466 | 244,466 | 846,131 | 846,131 | |||||||||
Treasury stock, shares | 3,323,262 | 3,323,262 | ||||||||||||
ADS | ||||||||||||||
Treasury stock disclosures | ||||||||||||||
Ratio of ADSs to ordinary shares | 8 | 8 | 4 |
PREPAYMENTS AND OTHER CURRENT61
PREPAYMENTS AND OTHER CURRENT ASSETS (Details) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) |
PREPAYMENTS AND OTHER CURRENT ASSETS | |||
Prepayments and deposits to vendors | ¥ 5,527,802,541 | ¥ 2,277,055,303 | |
Employee advances | 453,304,997 | 24,041,438 | |
Prepaid expenses | 262,797,329 | 27,226,997 | |
Receivables from financial institution | 221,221,736 | 65,310,413 | |
Interest receivable | 71,558,995 | 39,436,993 | |
Others | 213,280,229 | 36,636,191 | |
Total | $ 1,042,015,164 | ¥ 6,749,965,827 | ¥ 2,469,707,335 |
LONG-TERM DEPOSITS AND PREPAY62
LONG-TERM DEPOSITS AND PREPAYMENTS (Details) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) |
LONG-TERM DEPOSITS AND PREPAYMENTS | |||
Deposits paid to airline suppliers | ¥ 141,890,707 | ¥ 128,845,051 | |
Prepayments for purchase of long lived assets | 120,699,207 | ||
Deposits paid to hotel suppliers | 118,851,829 | 42,495,335 | |
Deposits paid to lessor | 40,360,900 | 16,165,551 | |
Deposits paid to travel bureau | 2,586,292 | 1,387,812 | |
Others | 62,397,033 | 36,375,314 | |
Total | $ 75,146,804 | ¥ 486,785,968 | ¥ 225,269,063 |
LONG-TERM LOAN RECEIVABLE (Deta
LONG-TERM LOAN RECEIVABLE (Details) | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2015CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2013USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014USD ($) | Dec. 31, 2014CNY (¥) | |
Long-term loan receivable | |||||||
Amount of loan | $ 89,308,740 | ¥ 578,524,154 | ¥ 192,871,939 | ||||
Felicity | |||||||
Long-term loan receivable | |||||||
Amount of loan | 33,000,000 | $ 29,500,000 | $ 31,000,000 | ||||
Term of the loan | 5 years | ||||||
A Subsidiary of Felicity | |||||||
Long-term loan receivable | |||||||
Amount of loan | $ 300,000,000 | ||||||
Interest rate (as a percent) | 5.00% | 5.00% | |||||
Term of the loan | 2 years | 2 years | |||||
Facility drawn | $ 140,000,000 | ¥ 872,000,000 | |||||
Repayment of loans receivable | 140,000,000 | ||||||
Unused loan facility | $ 160,000,000 | ||||||
eHi | |||||||
Long-term loan receivable | |||||||
Amount of loan | ¥ | ¥ 300,000,000 | ¥ 304,000,000 | |||||
Term of the loan | 3 years | ||||||
Felicity | |||||||
Long-term loan receivable | |||||||
Interest rate (as a percent) | 5.00% | 5.00% | |||||
eHi | |||||||
Long-term loan receivable | |||||||
Interest rate (as a percent) | 6.90% |
LAND USE RIGHTS (Details)
LAND USE RIGHTS (Details) | 12 Months Ended | ||||
Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015USD ($)m²item | Dec. 31, 2015CNY (¥)m²item | |
Intangible assets | |||||
Amortization expense of land use right | ¥ 58,000,000 | ¥ 5,000,000 | ¥ 7,000,000 | ||
Net book value | 104,568,868 | $ 15,796,749 | ¥ 102,328,181 | ||
Land use right | |||||
Intangible assets | |||||
Number of land use rights | item | 3 | 3 | |||
Amortization expense of land use right | ¥ 2,200,000 | ¥ 2,900,000 | ¥ 3,200,000 | ||
Land use right | Shanghai | |||||
Intangible assets | |||||
Cost | ¥ 68,000,000 | ||||
Square meters | m² | 17,000 | 17,000 | |||
Use right years | 50 years | ||||
Land use right | Nantong | |||||
Intangible assets | |||||
Cost | ¥ 49,000,000 | ||||
Square meters | m² | 19,500 | 19,500 | |||
Use right years | 40 years | ||||
Land use right | Chengdu | |||||
Intangible assets | |||||
Cost | ¥ 10,000,000 | ||||
Square meters | m² | 9,000 | 9,000 | |||
Use right years | 50 years |
PROPERTY, EQUIPMENT AND SOFTW65
PROPERTY, EQUIPMENT AND SOFTWARE (Details) | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | |
Property, equipment and software | |||||
Less: accumulated depreciation and amortization | ¥ (532,570,330) | ¥ (772,268,598) | |||
Total net book value | $ 857,692,349 | 5,220,626,461 | 5,555,959,499 | ||
Depreciation | $ 39,514,396 | ¥ 255,966,352 | 173,786,973 | ¥ 110,494,928 | |
Building | |||||
Property, equipment and software | |||||
Original value | 1,928,090,705 | 5,048,349,531 | |||
Computer equipment | |||||
Property, equipment and software | |||||
Original value | 350,022,706 | 534,734,639 | |||
Website-related equipment | |||||
Property, equipment and software | |||||
Original value | 246,791,832 | 377,457,565 | |||
Furniture and fixtures | |||||
Property, equipment and software | |||||
Original value | 86,013,103 | 125,609,830 | |||
Software | |||||
Property, equipment and software | |||||
Original value | 76,484,726 | 101,444,245 | |||
Leasehold improvements | |||||
Property, equipment and software | |||||
Original value | 51,638,809 | 129,401,013 | |||
Construction in progress | |||||
Property, equipment and software | |||||
Original value | ¥ 3,014,154,910 | ¥ 11,231,274 |
INVESTMENTS - Long-term investm
INVESTMENTS - Long-term investments (Details) | 1 Months Ended | |||
Sep. 30, 2015CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | |
INVESTMENTS | ||||
Held to maturity investment - Long-term time deposit | ¥ 1,020,425,292 | |||
Cost method | 988,268,166 | ¥ 212,081,741 | ||
Total net book value | $ 2,141,239,850 | 13,870,523,498 | 5,318,756,447 | |
Held to maturity investment | ||||
INVESTMENTS | ||||
Term of time deposit | 3 years | |||
Payments for time deposit | ¥ 1,000,000,000 | |||
Interest rate of time deposit (as a percent) | 3.90% | |||
Tujia | ||||
INVESTMENTS | ||||
Available-for-sale investments | 2,876,749,196 | |||
LY.com | ||||
INVESTMENTS | ||||
Available-for-sale investments | 1,745,309,616 | 1,547,844,523 | ||
Hanting | ||||
INVESTMENTS | ||||
Available-for-sale investments | 1,116,231,309 | 898,828,511 | ||
eHi | ||||
INVESTMENTS | ||||
Available-for-sale investments | 793,869,127 | 535,024,052 | ||
Easy Go | ||||
INVESTMENTS | ||||
Available-for-sale investments | 527,301,676 | 627,905,501 | ||
Tuniu | ||||
INVESTMENTS | ||||
Available-for-sale investments | 430,659,093 | 216,690,294 | ||
Others | ||||
INVESTMENTS | ||||
Available-for-sale investments | 316,742,816 | 207,514,062 | ||
Equity method | 461,048,432 | 169,902,835 | ||
eLong | ||||
INVESTMENTS | ||||
Equity method | 2,632,145,397 | |||
Home Inns | ||||
INVESTMENTS | ||||
Equity method | ¥ 961,773,378 | ¥ 902,964,928 |
INVESTMENTS - Tujia (Details)
INVESTMENTS - Tujia (Details) | 1 Months Ended | 12 Months Ended | |||
Jul. 31, 2015USD ($) | Jul. 31, 2015CNY (¥) | Dec. 31, 2015USD ($)shares | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014CNY (¥) | |
INVESTMENTS | |||||
Gain on deconsolidation | $ 354,202,307 | ¥ 2,294,451,702 | ¥ 789,193 | ||
Tujia | |||||
INVESTMENTS | |||||
Percentage of interest after sale of redeemable convertible preferred shares | 45.00% | 45.00% | |||
Gain on deconsolidation | $ 350,000,000 | ¥ 2,300,000,000 | |||
Tujia | Redeemable convertible preferred stock | |||||
INVESTMENTS | |||||
Number of shares held | 101,498,094 | 101,498,094 |
INVESTMENTS- LY.com (Details)
INVESTMENTS- LY.com (Details) - LY.com $ in Millions, ¥ in Billions | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2014CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | |
Investment transaction disclosures | ||||
Purchase of shares, cost of share aggregate | ¥ 1.4 | |||
Fair value of available-for-sale investment | $ 269 | ¥ 1.7 | ||
Increase in fair value of the investment credited to other comprehensive income | ¥ 0.3 |
INVESTMENTS- Hanting (Details)
INVESTMENTS- Hanting (Details) $ / shares in Units, $ in Millions, ¥ in Billions | 12 Months Ended | ||||
Dec. 31, 2015CNY (¥) | Dec. 31, 2010USD ($)shares | Dec. 31, 2010CNY (¥)shares | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2015CNY (¥) | |
Investment transaction disclosures | |||||
Closing price of ADS (in dollars per share) | $ 371 | ||||
Hanting | |||||
Investment transaction disclosures | |||||
Number of shares held | shares | 22,049,446 | 22,049,446 | |||
Percentage of equity interest acquired | 9.00% | 9.00% | |||
Purchase of shares, cost of share aggregate | $ 67.5 | ¥ 0.5 | |||
Fair value of available-for-sale investment | $ 172 | ¥ 1.1 | |||
Increase in fair value of the investment credited to other comprehensive income | ¥ | ¥ 0.7 | ||||
Hanting | ADS | |||||
Investment transaction disclosures | |||||
Closing price of ADS (in dollars per share) | $ 31.26 |
INVESTMENTS - eHi (Details)
INVESTMENTS - eHi (Details) - 12 months ended Dec. 31, 2015 $ / shares in Units, ¥ in Millions, $ in Millions | USD ($)$ / shares | CNY (¥) | CNY (¥) |
INVESTMENTS | |||
Closing stock price (in dollars per share) | $ 371 | ||
eHi | |||
INVESTMENTS | |||
Percentage of equity interest acquired | 14.00% | 14.00% | |
Voting power interest held (as a percent) | 19.60% | 19.60% | |
Payments made for investment | $ 107 | ¥ 700 | |
Fair value of available-for-sale investment | $ 123 | ¥ 794 | |
Increase (decrease) in fair value of the investment credited to other comprehensive income | ¥ | ¥ 100 | ||
eHi | ADS | |||
INVESTMENTS | |||
Closing stock price (in dollars per share) | $ 12.59 |
INVESTMENTS - Tuniu (Details)
INVESTMENTS - Tuniu (Details) - 12 months ended Dec. 31, 2015 $ / shares in Units, ¥ in Millions, $ in Millions | USD ($)$ / shares | CNY (¥) | CNY (¥) |
INVESTMENTS | |||
Closing stock price (in dollars per share) | $ 371 | ||
Tuniu | |||
INVESTMENTS | |||
Percentage of equity interest acquired | 4.00% | 4.00% | |
Payments made for investment | $ 50 | ¥ 300 | |
Fair value of available-for-sale investment | $ 66 | ¥ 431 | |
Increase (decrease) in fair value of the investment credited to other comprehensive income | ¥ | ¥ 100 | ||
Tuniu | ADS | |||
INVESTMENTS | |||
Closing stock price (in dollars per share) | $ 15.98 |
INVESTMENTS - Easy Go (Details)
INVESTMENTS - Easy Go (Details) - Easy Go ¥ in Millions, $ in Millions | 11 Months Ended | 12 Months Ended | |||
Aug. 31, 2014USD ($) | Aug. 31, 2014CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | |
INVESTMENTS | |||||
Payments made for investment | $ 53 | ¥ 324 | |||
Fair value of available-for-sale investment | $ 81 | ¥ 527 | |||
Increase (decrease) in fair value of the investment credited to other comprehensive income | ¥ 200 |
INVESTMENTS - Other-than-tempor
INVESTMENTS - Other-than-temporary impairment (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
INVESTMENTS | |||
Loss from impairment of long-term investment (Note 9) | ¥ 0 | ¥ 33,000,000 | ¥ 0 |
Dining Secretary | |||
INVESTMENTS | |||
Loss from impairment of long-term investment (Note 9) | ¥ 33,000,000 |
INVESTMENTS - Qunar (Details)
INVESTMENTS - Qunar (Details) | Dec. 10, 2015CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) |
Value booked under equity method | |||||||
Share of cumulative loss | $ (20,960,868) | ¥ (135,780,312) | ¥ 187,191,141 | ¥ 56,146,814 | |||
Qunar | |||||||
Equity method investment disclosures | |||||||
Ownership prior to consolidation (as a percent) | 48.00% | ||||||
Gain from the re-measurement of the previously held equity interest to the fair value in the business acquisition | ¥ 2,400,000,000 | ||||||
Investment cost | |||||||
Investment cost | ¥ 19,751,124,790 | 21,698,582,100 | |||||
Foreign currency translation | 430,780,926 | ||||||
Total investment cost | 22,129,363,026 | 22,129,363,026 | 21,698,582,100 | ||||
Value booked under equity method | |||||||
Share of cumulative loss | (2,352,388,839) | ||||||
Amortization of outside difference, net of tax | (25,849,397) | ||||||
Carrying value of the investment at the date prior to the consolidation | ¥ 19,751,124,790 | ¥ 21,698,582,100 | ¥ 21,698,582,100 | ¥ 22,129,363,026 |
INVESTMENTS - eLong (Details)
INVESTMENTS - eLong (Details) | 1 Months Ended | 7 Months Ended | 12 Months Ended | ||||
May. 31, 2015USD ($) | May. 31, 2015CNY (¥) | Dec. 31, 2015CNY (¥)item | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥)item | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Value booked under equity method | |||||||
Share of cumulative loss | $ (20,960,868) | ¥ (135,780,312) | ¥ 187,191,141 | ¥ 56,146,814 | |||
eLong | |||||||
Equity method investment disclosures | |||||||
Equity method investment, ownership interest (as a percent) | 38.00% | 38.00% | |||||
Payments made for investment | $ | $ 422,000,000 | ||||||
Number of seats allocated | item | 1 | 1 | |||||
Total number of seats | item | 8 | 8 | |||||
Investment cost | |||||||
Investment cost | ¥ 2,615,954,303 | ||||||
Foreign currency translation | 116,898,432 | ||||||
Total investment cost | ¥ 2,615,954,303 | 2,732,852,735 | ¥ 2,732,852,735 | ||||
Value booked under equity method | |||||||
Share of cumulative loss | (98,560,550) | ||||||
Amortization of outside difference, net of tax | (2,146,788) | ||||||
Total booked value under equity method | (100,707,338) | ||||||
Net book value | 2,632,145,397 | ¥ 2,632,145,397 | |||||
Gain/(loss) on equity dilution | ¥ (13,000,000) |
INVESTMENTS - Homeinns (Details
INVESTMENTS - Homeinns (Details) | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Value booked under equity method | ||||
Share of cumulative loss | $ (20,960,868) | ¥ (135,780,312) | ¥ 187,191,141 | ¥ 56,146,814 |
Homeinns | ||||
Equity method investment disclosures | ||||
Equity method investment, ownership interest (as a percent) | 15.00% | |||
Number of shares held | shares | 14,400,765 | |||
Investment cost | ||||
Investment cost | ¥ 568,679,251 | 554,626,285 | ||
Foreign currency translation | 16,547,456 | 14,052,966 | ||
Total investment cost | 585,226,707 | 568,679,251 | ¥ 554,626,285 | |
Value booked under equity method | ||||
Share of cumulative loss | 403,234,118 | 357,085,613 | ||
Amortization of outside difference, net of tax | (26,687,447) | (22,799,936) | ||
Total booked value under equity method | 376,546,671 | 334,285,677 | ||
Net book value | 961,773,378 | ¥ 902,964,928 | ||
Gain/(loss) on equity dilution | ¥ 5,000,000 |
INVESTMENTS - Unaudited condens
INVESTMENTS - Unaudited condensed financial information of equity investments (Details) | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Operating data: | ||||
Equity in income/(loss) of affiliates | $ (20,960,868) | ¥ (135,780,312) | ¥ 187,191,141 | ¥ 56,146,814 |
Qunar | ||||
Operating data: | ||||
Revenue | 841,814,520 | |||
Gross profit | 537,240,212 | |||
Income/(loss) from operations | (4,792,664,736) | |||
Net income/(loss) | (4,917,200,749) | |||
Net income/(loss) attributable to our equity method investments companies | (2,352,388,839) | |||
Add: Gain/(loss) from disposal of equity investments, including the remeasurement gain/(loss) from previously held equity investments in step acquisitions | 2,352,388,839 | |||
Balance sheet data: | ||||
Current assets | 9,433,080,372 | |||
Long-term assets | 1,072,464,782 | |||
Current liabilities | 10,442,341,153 | |||
Long-term liabilities | 93,019,969 | |||
Non-controlling interests | 5,282,358 | |||
Other equity investments | ||||
Operating data: | ||||
Revenue | 7,069,224,177 | |||
Gross profit | 1,581,396,551 | |||
Income/(loss) from operations | (20,961,158) | |||
Net income/(loss) | (189,461,030) | |||
Net income/(loss) attributable to our equity method investments companies | (127,465,948) | |||
Add: Equity dilution impact | (8,314,364) | |||
Equity in income/(loss) of affiliates | (135,780,312) | |||
Balance sheet data: | ||||
Current assets | 4,091,410,052 | |||
Long-term assets | 10,102,034,376 | |||
Current liabilities | 4,043,523,264 | |||
Long-term liabilities | 466,730,372 | |||
Non-controlling interests | ¥ 76,928,317 | |||
Equity investments | ||||
Operating data: | ||||
Revenue | 6,667,675,419 | 6,209,097,961 | ||
Gross profit | 1,280,767,842 | 995,803,159 | ||
Income/(loss) from operations | 646,012,004 | 454,747,888 | ||
Net income/(loss) | 446,181,771 | 190,462,888 | ||
Net income/(loss) attributable to our equity method investments companies | 66,427,909 | 29,135,272 | ||
Add: Equity dilution impact | 20,577,432 | 26,418,800 | ||
Add: Gain/(loss) from disposal of equity investments, including the remeasurement gain/(loss) from previously held equity investments in step acquisitions | 100,185,800 | 592,742 | ||
Equity in income/(loss) of affiliates | 187,191,141 | 56,146,814 | ||
Balance sheet data: | ||||
Current assets | 1,383,806,709 | 1,633,265,014 | ||
Long-term assets | 9,377,157,121 | 7,760,394,239 | ||
Current liabilities | 1,771,565,291 | 1,790,122,457 | ||
Long-term liabilities | 3,549,170,630 | 3,292,033,000 | ||
Non-controlling interests | ¥ 15,188,000 | ¥ 19,429,000 |
INVESTMENTS - Cost method inves
INVESTMENTS - Cost method investments (Details) - CNY (¥) | Dec. 31, 2015 | Dec. 31, 2014 |
INVESTMENTS. | ||
Cost method investments | ¥ 988,268,166 | ¥ 212,081,741 |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014USD ($) | Dec. 31, 2014CNY (¥) |
Fair value measurement | ||||
Short-term investments | $ 1,271,386,198 | ¥ 8,235,785,516 | ¥ 6,438,854,587 | |
LY.com | ||||
Fair value measurement | ||||
Available-for-sale investments | 269,000,000 | 1,700,000,000 | ||
Hanting | ||||
Fair value measurement | ||||
Available-for-sale investments | 172,000,000 | 1,100,000,000 | ||
eHi | ||||
Fair value measurement | ||||
Available-for-sale investments | 123,000,000 | 794,000,000 | ||
Easy Go | ||||
Fair value measurement | ||||
Available-for-sale investments | 81,000,000 | 527,000,000 | ||
Tuniu | ||||
Fair value measurement | ||||
Available-for-sale investments | 66,000,000 | 431,000,000 | ||
Measured on recurring basis | ||||
Fair value measurement | ||||
Available-for-sale investments | 2,608,508,915 | 16,897,399,041 | $ 1,687,886,653 | 10,472,661,530 |
Measured on recurring basis | Tujia | ||||
Fair value measurement | ||||
Available-for-sale investments | 444,093,550 | 2,876,749,196 | ||
Measured on recurring basis | LY.com | ||||
Fair value measurement | ||||
Available-for-sale investments | 269,429,377 | 1,745,309,616 | 249,467,254 | 1,547,844,523 |
Measured on recurring basis | Hanting | ||||
Fair value measurement | ||||
Available-for-sale investments | 172,316,421 | 1,116,231,309 | 144,864,860 | 898,828,511 |
Measured on recurring basis | eHi | ||||
Fair value measurement | ||||
Available-for-sale investments | 122,552,275 | 793,869,127 | 86,230,225 | 535,024,052 |
Measured on recurring basis | Easy Go | ||||
Fair value measurement | ||||
Available-for-sale investments | 81,401,352 | 527,301,676 | 101,199,997 | 627,905,501 |
Measured on recurring basis | Tuniu | ||||
Fair value measurement | ||||
Available-for-sale investments | 66,482,308 | 430,659,093 | 34,924,136 | 216,690,294 |
Measured on recurring basis | Others | ||||
Fair value measurement | ||||
Available-for-sale investments | 48,896,665 | 316,742,816 | 33,445,195 | 207,514,062 |
Measured on recurring basis | Financial products | ||||
Fair value measurement | ||||
Short-term investments | 1,225,263,112 | 7,937,009,389 | 965,490,746 | 5,990,483,880 |
Measured on recurring basis | Time deposits | ||||
Fair value measurement | ||||
Short-term investments | $ 178,073,855 | 1,153,526,819 | $ 72,264,240 | 448,370,707 |
Measured on recurring basis | Quoted prices in active market for identical assets (Level 1) | ||||
Fair value measurement | ||||
Available-for-sale investments | 2,340,759,529 | 1,650,542,857 | ||
Measured on recurring basis | Quoted prices in active market for identical assets (Level 1) | Hanting | ||||
Fair value measurement | ||||
Available-for-sale investments | 1,116,231,309 | 898,828,511 | ||
Measured on recurring basis | Quoted prices in active market for identical assets (Level 1) | eHi | ||||
Fair value measurement | ||||
Available-for-sale investments | 793,869,127 | 535,024,052 | ||
Measured on recurring basis | Quoted prices in active market for identical assets (Level 1) | Tuniu | ||||
Fair value measurement | ||||
Available-for-sale investments | 430,659,093 | 216,690,294 | ||
Measured on recurring basis | Level 2 | ||||
Fair value measurement | ||||
Short-term investments | 9,090,536,208 | 6,438,854,587 | ||
Measured on recurring basis | Level 2 | Financial products | ||||
Fair value measurement | ||||
Short-term investments | 7,937,009,389 | 5,990,483,880 | ||
Measured on recurring basis | Level 2 | Time deposits | ||||
Fair value measurement | ||||
Short-term investments | 1,153,526,819 | 448,370,707 | ||
Measured on recurring basis | Unobservable inputs (Level 3) | ||||
Fair value measurement | ||||
Available-for-sale investments | 5,466,103,304 | 2,383,264,086 | ||
Measured on recurring basis | Unobservable inputs (Level 3) | Tujia | ||||
Fair value measurement | ||||
Available-for-sale investments | 2,876,749,196 | |||
Measured on recurring basis | Unobservable inputs (Level 3) | LY.com | ||||
Fair value measurement | ||||
Available-for-sale investments | 1,745,309,616 | 1,547,844,523 | ||
Measured on recurring basis | Unobservable inputs (Level 3) | Easy Go | ||||
Fair value measurement | ||||
Available-for-sale investments | 527,301,676 | 627,905,501 | ||
Measured on recurring basis | Unobservable inputs (Level 3) | Others | ||||
Fair value measurement | ||||
Available-for-sale investments | ¥ 316,742,816 | ¥ 207,514,062 |
FAIR VALUE MEASUREMENT - Roll f
FAIR VALUE MEASUREMENT - Roll forward of level 3 companies investment (Details) - Unobservable inputs (Level 3) | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | |
LY.com | |||
Roll forward of Level 3 investment | |||
Fair value of Level 3 investment, beginning balance | ¥ 1,547,844,523 | ||
Addition | ¥ 1,414,285,714 | ||
The change in fair value of investment | 197,465,093 | 133,558,809 | |
Fair value of Level 3 investment, ending balance | $ 269,429,377 | 1,745,309,616 | 1,547,844,523 |
Easy Go | |||
Roll forward of Level 3 investment | |||
Fair value of Level 3 investment, beginning balance | 627,905,501 | 143,904,165 | |
Addition | 184,377,000 | ||
Effect of exchange rate change | 13,372,961 | 4,833,800 | |
The change in fair value of investment | (113,976,786) | 294,790,536 | |
Fair value of Level 3 investment, ending balance | 81,401,352 | 527,301,676 | 627,905,501 |
Others | |||
Roll forward of Level 3 investment | |||
Fair value of Level 3 investment, beginning balance | 207,514,062 | 93,600,692 | |
Addition | 94,928,814 | 142,425,000 | |
Effect of exchange rate change | 7,103,210 | 7,330,044 | |
Other than temporary impairment | (33,000,000) | ||
The change in fair value of investment | 7,196,730 | (2,841,674) | |
Fair value of Level 3 investment, ending balance | 48,896,665 | 316,742,816 | ¥ 207,514,062 |
Available-for-sale securities. | Tujia | |||
Roll forward of Level 3 investment | |||
Addition | 2,784,302,479 | ||
Effect of exchange rate change | 53,534,169 | ||
The change in fair value of investment | 38,912,548 | ||
Fair value of Level 3 investment, ending balance | $ 444,093,550 | ¥ 2,876,749,196 |
FAIR VALUE MEASUREMENT - Signif
FAIR VALUE MEASUREMENT - Significant unobservable inputs (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Significant unobservable inputs used in the valuation | |||
Loss from impairment of long-term investment (Note 9) | ¥ 0 | ¥ 33,000,000 | ¥ 0 |
Available-for-sale securities. | Tujia | |||
Significant unobservable inputs used in the valuation | |||
Weighted average cost of capital (as a percent) | 17.00% | ||
Terminal growth rate (as a percent) | 3.00% | ||
LoMD (as a percent) | 30.00% | ||
Time to liquidation | 4 years | ||
Risk-free rate (as a percent) | 2.21% | ||
Expected volatility (as a percent) | 42.80% | ||
Dividend yield (as a percent) | 0.00% | ||
Available-for-sale securities. | Tujia | Liquidation scenario | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 10.00% | ||
Available-for-sale securities. | Tujia | Redemption scenario | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 10.00% | ||
Available-for-sale securities. | Tujia | IPO scenario | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 80.00% | ||
Available-for-sale securities. | LY.com | |||
Significant unobservable inputs used in the valuation | |||
Weighted average cost of capital (as a percent) | 17.00% | ||
Terminal growth rate (as a percent) | 3.00% | ||
LoMD (as a percent) | 35.00% | ||
Time to liquidation | 4 years | ||
Risk-free rate (as a percent) | 2.21% | ||
Expected volatility (as a percent) | 50.40% | ||
Dividend yield (as a percent) | 0.00% | ||
Available-for-sale securities. | LY.com | Liquidation scenario | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 70.00% | ||
Available-for-sale securities. | LY.com | IPO scenario | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 30.00% | ||
Available-for-sale securities. | Easy Go | |||
Significant unobservable inputs used in the valuation | |||
Weighted average cost of capital (as a percent) | 12.00% | ||
Terminal growth rate (as a percent) | 3.00% | ||
LoMD (as a percent) | 20.00% | ||
Time to liquidation | 2 years | ||
Risk-free rate (as a percent) | 1.65% | ||
Expected volatility (as a percent) | 38.75% | ||
Dividend yield (as a percent) | 0.00% | ||
Available-for-sale securities. | Easy Go | Liquidation scenario | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 55.00% | ||
Available-for-sale securities. | Easy Go | Redemption scenario | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 45.00% | ||
Available-for-sale securities. | Easy Go | Conversion scenario | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 5.00% | ||
Available-for-sale securities. | Others | |||
Significant unobservable inputs used in the valuation | |||
Terminal growth rate (as a percent) | 3.00% | ||
Dividend yield (as a percent) | 0.00% | ||
Available-for-sale securities. | Others | Minimum | |||
Significant unobservable inputs used in the valuation | |||
Weighted average cost of capital (as a percent) | 17.00% | ||
LoMD (as a percent) | 9.00% | ||
Time to liquidation | 6 months 29 days | ||
Risk-free rate (as a percent) | 1.45% | ||
Expected volatility (as a percent) | 33.07% | ||
Available-for-sale securities. | Others | Maximum | |||
Significant unobservable inputs used in the valuation | |||
Weighted average cost of capital (as a percent) | 25.00% | ||
LoMD (as a percent) | 30.00% | ||
Time to liquidation | 3 years 3 months 15 days | ||
Risk-free rate (as a percent) | 2.60% | ||
Expected volatility (as a percent) | 62.72% | ||
Available-for-sale securities. | Others | Liquidation scenario | Minimum | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 40.00% | ||
Available-for-sale securities. | Others | Liquidation scenario | Maximum | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 50.00% | ||
Available-for-sale securities. | Others | Redemption scenario | Minimum | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 40.00% | ||
Available-for-sale securities. | Others | Redemption scenario | Maximum | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 50.00% | ||
Available-for-sale securities. | Others | Conversion scenario | Minimum | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 0.00% | ||
Available-for-sale securities. | Others | Conversion scenario | Maximum | |||
Significant unobservable inputs used in the valuation | |||
Probability (as a percent) | 20.00% |
GOODWILL (Details)
GOODWILL (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | |
Changes in the carrying amount of goodwill | |||
Balance at beginning of year | ¥ 1,892,507,708 | ¥ 972,531,184 | |
Balance at end of period | $ 7,053,388,635 | 45,690,440,903 | 1,892,507,708 |
Qunar | |||
Changes in the carrying amount of goodwill | |||
Acquisition (Disposal) | 42,980,923,491 | ||
Balance at end of period | 42,980,923,491 | ||
Travelfusion | |||
Changes in the carrying amount of goodwill | |||
Acquisition (Disposal) | 687,633,024 | ||
An offline travel agency in 2014 and measurement period adjustment in 2015 | |||
Changes in the carrying amount of goodwill | |||
Acquisition (Disposal) | 945,561 | 330,669,958 | |
Technology company focusing on hotel customer reviews in 2014 and measurement period adjustment in 2015 | |||
Changes in the carrying amount of goodwill | |||
Acquisition (Disposal) | (33,564,000) | 366,884,722 | |
An online trip package service provider | |||
Changes in the carrying amount of goodwill | |||
Acquisition (Disposal) | 207,981,890 | ||
Others | |||
Changes in the carrying amount of goodwill | |||
Acquisition (Disposal) of others | ¥ 161,995,119 | ¥ 14,439,954 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - CNY (¥) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Intangible assets disclosures | ||
Intangible assets | ¥ 11,107,215,032 | ¥ 709,413,861 |
Less: accumulated amortization | (99,299,861) | (41,211,490) |
Net book value | 11,007,915,171 | 668,202,371 |
Trademark and domain | ||
Intangible assets disclosures | ||
Intangible assets not subject to amortization | 9,631,703,672 | 551,381,191 |
Net book value - intangible assets not subject to amortization | 9,631,703,672 | 551,381,191 |
Golf membership certificate | ||
Intangible assets disclosures | ||
Intangible assets not subject to amortization | 4,200,000 | 4,200,000 |
Net book value - intangible assets not subject to amortization | 4,200,000 | 4,200,000 |
Others | ||
Intangible assets disclosures | ||
Intangible assets not subject to amortization | 17,736,321 | 17,783,205 |
Net book value - intangible assets not subject to amortization | ¥ 17,736,321 | 17,783,205 |
Minimum | ||
Intangible assets disclosures | ||
Intangible asset useful life | 3 years | |
Maximum | ||
Intangible assets disclosures | ||
Intangible asset useful life | 10 years | |
Customer relationship | ||
Intangible assets disclosures | ||
Intangible assets to be amortized | ¥ 96,942,578 | 85,642,578 |
Less: accumulated amortization | (31,250,912) | (13,247,103) |
Net book value - intangible assets to be amortized | ¥ 65,691,666 | 72,395,475 |
Customer relationship | Minimum | ||
Intangible assets disclosures | ||
Intangible asset useful life | 3 years | |
Customer relationship | Maximum | ||
Intangible assets disclosures | ||
Intangible asset useful life | 10 years | |
Business Relationship | ||
Intangible assets disclosures | ||
Intangible assets to be amortized | ¥ 878,529,857 | 27,780,000 |
Less: accumulated amortization | (34,848,999) | (5,956,333) |
Net book value - intangible assets to be amortized | ¥ 843,680,858 | 21,823,667 |
Intangible asset useful life | 10 years | |
Technology | ||
Intangible assets disclosures | ||
Intangible assets to be amortized | ¥ 447,515,717 | 9,240,000 |
Less: accumulated amortization | (15,566,396) | (9,240,000) |
Net book value - intangible assets to be amortized | ¥ 431,949,321 | |
Technology | Minimum | ||
Intangible assets disclosures | ||
Intangible asset useful life | 5 years | |
Technology | Maximum | ||
Intangible assets disclosures | ||
Intangible asset useful life | 6 years | |
Non-compete agreements | ||
Intangible assets disclosures | ||
Intangible assets to be amortized | ¥ 11,479,610 | 11,479,610 |
Less: accumulated amortization | ¥ (11,479,610) | (11,479,610) |
Intangible asset useful life | 5 years | |
Cross-border travel agency license | ||
Intangible assets disclosures | ||
Intangible assets to be amortized | ¥ 1,117,277 | 1,117,277 |
Less: accumulated amortization | ¥ (1,117,277) | (1,117,277) |
Intangible asset useful life | 8 years | |
Others | ||
Intangible assets disclosures | ||
Intangible assets to be amortized | ¥ 17,990,000 | 790,000 |
Less: accumulated amortization | (5,036,667) | (171,167) |
Net book value - intangible assets to be amortized | ¥ 12,953,333 | ¥ 618,833 |
INTANGIBLE ASSETS - Amortizatio
INTANGIBLE ASSETS - Amortization expense (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
INTANGIBLE ASSETS | |||
Amortization of intangible assets | ¥ 58,000,000 | ¥ 5,000,000 | ¥ 7,000,000 |
Annual estimated amortization expense for intangible assets subject to amortization | |||
2,016 | 238,630,057 | ||
2,017 | 238,630,057 | ||
2,018 | 238,630,057 | ||
2,019 | 234,972,057 | ||
2,020 | 233,773,558 | ||
Total | ¥ 1,184,635,786 |
SHORT-TERM DEBT (Details)
SHORT-TERM DEBT (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($)item | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | |
Short-term borrowings | |||
Total | $ 1,962,118,836 | ¥ 12,710,213,398 | ¥ 3,560,488,641 |
Restricted cash | 353,033,837 | 2,286,882,592 | 836,394,951 |
Short-term investments | $ 1,271,386,198 | 8,235,785,516 | 6,438,854,587 |
2017 and 2018 Convertible Senior Notes | |||
Short-term borrowings | |||
Long-term debt, current maturities | 5,507,036,892 | 428,427,630 | |
Qunar | |||
Short-term borrowings | |||
Long-term debt, current maturities | 2,658,356,678 | ||
Loan facility | |||
Short-term borrowings | |||
Short- term borrowings | 4,544,819,828 | ¥ 3,132,061,011 | |
Borrowing with an interest rate of 1.8% | |||
Short-term borrowings | |||
Number of borrowings | item | 2 | ||
Short- term borrowings | $ 25,400,000 | 165,000,000 | |
Restricted cash | 20,000,000 | ||
Short-term investments | ¥ 67,000,000 | ||
Interest rate (as a percent) | 1.80% | 1.80% | |
Borrowing with an interest rate of 1.6%, RMB1.2 billion | |||
Short-term borrowings | |||
Number of borrowings | item | 3 | ||
Short- term borrowings | $ 179,700,000 | ¥ 1,200,000,000 | |
Restricted cash | $ | $ 100,000,000 | ||
Short-term investments | ¥ 1,200,000,000 | ||
Interest rate (as a percent) | 1.60% | 1.60% | |
Borrowing with an interest rate of 1.4% | |||
Short-term borrowings | |||
Number of borrowings | item | 1 | ||
Short- term borrowings | $ 56,300,000 | ¥ 364,000,000 | |
Restricted cash | ¥ 380,000,000 | ||
Interest rate (as a percent) | 1.40% | 1.40% | |
Borrowing with an interest rate of 2.1% | |||
Short-term borrowings | |||
Number of borrowings | item | 1 | ||
Short- term borrowings | $ 58,800,000 | ¥ 381,000,000 | |
Short-term investments | ¥ 75,000,000 | ||
Interest rate (as a percent) | 2.10% | 2.10% | |
Borrowing with an interest rate of 1.6%, RMB 1.0 billion | |||
Short-term borrowings | |||
Number of borrowings | item | 3 | ||
Short- term borrowings | $ 157,000,000 | ¥ 1,000,000,000 | |
Short-term investments | ¥ 442,000,000 | ||
Interest rate (as a percent) | 1.60% | 1.60% | |
Borrowing with an interest rate of 2.0% | |||
Short-term borrowings | |||
Number of borrowings | item | 3 | ||
Short- term borrowings | $ 125,000,000 | ¥ 809,700,000 | |
Restricted cash | ¥ 58,000,000 | ||
Interest rate (as a percent) | 2.00% | 2.00% | |
Borrowing with an interest rate of 1.6%, RMB643.5 million | |||
Short-term borrowings | |||
Number of borrowings | item | 1 | ||
Short- term borrowings | $ 99,000,000 | ¥ 643,500,000 | |
Restricted cash | ¥ 650,000,000 | ||
Interest rate (as a percent) | 1.60% | 1.60% |
RELATED PARTY TRANSACTIONS AN86
RELATED PARTY TRANSACTIONS AND BALANCES (Details) | Oct. 27, 2015USD ($) | Oct. 27, 2015CNY (¥) | Oct. 26, 2015USD ($) | Oct. 26, 2015CNY (¥) | May. 04, 2015USD ($) | May. 04, 2015CNY (¥) | Mar. 12, 2015USD ($) | Mar. 12, 2015CNY (¥) | Feb. 27, 2014USD ($) | Sep. 30, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014USD ($) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) |
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Consideration for disposal of majority equity share of Starway Hong Kong to Hanting | ¥ 13,142,920 | |||||||||||||||
Due from related parties, current | ¥ 10,568,937 | $ 148,475,016 | ¥ 961,791,458 | |||||||||||||
Due from related parties, non-current | 510,039,284 | 83,965,480 | 543,911,586 | |||||||||||||
Due to related parties, current | 17,049,103 | $ 318,467,065 | 2,062,965,953 | |||||||||||||
Home Inns | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Commissions from related parties | ¥ 34,556,539 | 38,139,325 | 38,709,984 | |||||||||||||
Due from related parties, current | 4,166,006 | 6,856,120 | ||||||||||||||
Hanting | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Commissions from related parties | 17,740,390 | 19,234,632 | 17,127,847 | |||||||||||||
Due from related parties, current | 6,402,931 | 8,825,089 | ||||||||||||||
Due from related parties, non-current | 4,083,334 | |||||||||||||||
Due to related parties, current | 1,000,000 | 1,087,144 | ||||||||||||||
eLong | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Commissions from related parties | 7,191,870 | |||||||||||||||
Commissions to related parties | 9,532,316 | |||||||||||||||
Due from related parties, current | 34,515,489 | |||||||||||||||
Due to related parties, current | 165,436,171 | |||||||||||||||
Tujia | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Commissions from related parties | 5,967,489 | |||||||||||||||
Due from related parties, current | 2,955,191 | |||||||||||||||
Baidu | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Commissions from related parties | 4,717,422 | |||||||||||||||
Amount of entrusted loan and interest | $ 100,000,000 | ¥ 650,000,000 | ||||||||||||||
Purchases from related party | 89,244,042 | |||||||||||||||
Term of the loan | 12 months | 12 months | ||||||||||||||
Interest rate on entrusted loan (as a percent) | 1.00% | 1.00% | ||||||||||||||
Due from related parties, current | 788,860,421 | |||||||||||||||
Due to related parties, current | 1,891,209,753 | |||||||||||||||
Baidu Times | Qunar | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Amount of entrusted loan and interest | $ 99,000,000 | ¥ 640,000,000 | ||||||||||||||
Term of the loan | 12 months | 12 months | ||||||||||||||
Interest rate on entrusted loan (as a percent) | 4.14% | 4.14% | ||||||||||||||
A technology company focusing on hotel customer reviews | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Amount of entrusted loan and interest | ¥ 13,000,000 | 694,577 | 13,374,109 | |||||||||||||
Term of the loan | 1 year | |||||||||||||||
Skyseas | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Amount of entrusted loan and interest | 15,826,363 | $ 80,000,000 | ¥ 505,955,950 | |||||||||||||
Interest rate on entrusted loan (as a percent) | 3.00% | 3.00% | ||||||||||||||
Due from related parties, current | 56,727,885 | |||||||||||||||
Due from related parties, non-current | ¥ 505,955,950 | 543,911,586 | ||||||||||||||
LY.com | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Commissions to related parties | 75,297,659 | 76,093,733 | ||||||||||||||
Due from related parties, current | 33,051,263 | |||||||||||||||
Due to related parties, current | 10,250,334 | 2,709,193 | ||||||||||||||
Ananda Travel Service (Aust.) Pty Limited ("Ananda") | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Purchases from related party | ¥ 11,351,388 | 27,197,283 | ¥ 32,738,333 | |||||||||||||
Due to related parties, current | ¥ 5,798,769 | 2,523,692 | ||||||||||||||
Others | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Due from related parties, current | ¥ 30,000,000 | |||||||||||||||
Revolving credit facility agreement | Baidu | Qunar | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Maximum borrowing capacity | $ | $ 300,000,000 | |||||||||||||||
Debt instrument term | 3 years | |||||||||||||||
Commitment fee | $ | $ 0 | |||||||||||||||
Rate of benchmark lending rate | 90.00% | |||||||||||||||
Drawdowns during the period | $ 97,000,000 | ¥ 627,000,000 | $ 78,000,000 | ¥ 507,000,000 | ||||||||||||
Maximum | Revolving credit facility agreement | Baidu | Qunar | ||||||||||||||||
RELATED PARTY TRANSACTIONS AND BALANCES | ||||||||||||||||
Duration for repayment of drawdown | 3 years |
EMPLOYEE BENEFITS (Details)
EMPLOYEE BENEFITS (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
EMPLOYEE BENEFITS | |||
Expense of employee benefits | ¥ 961 | ¥ 725 | ¥ 441 |
TAXATION - Company's subsidiari
TAXATION - Company's subsidiaries (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Taxation | |||
Applicable tax rate (as a percent) | 25.00% | 25.00% | 25.00% |
Deferred tax liability provided on the outside basis difference from undistributed earnings | ¥ 0 | ||
Hong Kong Profits Tax | |||
Taxation | |||
Applicable tax rate (as a percent) | 16.50% | ||
Taiwan Enterprise Income Tax | |||
Taxation | |||
Applicable tax rate (as a percent) | 17.00% | ||
PRC Corporate Income Tax | |||
Taxation | |||
Applicable tax rate (as a percent) | 25.00% | ||
PRC Corporate Income Tax | Western region of China | Chengdu Ctrip | |||
Taxation | |||
Applicable tax rate approved (as a percent) | 15.00% | ||
PRC Corporate Income Tax | Western region of China | Chengdu Information | |||
Taxation | |||
Applicable tax rate (as a percent) | 15.00% | 15.00% | |
PRC Corporate Income Tax | High new tech enterprises | Ctrip Computer Technology | |||
Taxation | |||
Applicable tax rate (as a percent) | 15.00% | ||
PRC Corporate Income Tax | High new tech enterprises | Ctrip Travel Information | |||
Taxation | |||
Applicable tax rate (as a percent) | 15.00% | ||
PRC Corporate Income Tax | High new tech enterprises | Ctrip Travel Network | |||
Taxation | |||
Applicable tax rate (as a percent) | 15.00% | ||
PRC Corporate Income Tax | High new tech enterprises | Jointwisdom | |||
Taxation | |||
Applicable tax rate (as a percent) | 15.00% |
TAXATION - Composition of incom
TAXATION - Composition of income tax expense (Details) | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
TAXATION | ||||
Current income tax expense | ¥ 383,723,730 | ¥ 228,395,153 | ¥ 329,612,294 | |
Deferred tax benefit/expense | $ 13,347,849 | 86,464,693 | (97,573,997) | (35,871,972) |
Income tax expense | $ 72,584,585 | ¥ 470,188,423 | ¥ 130,821,156 | ¥ 293,740,322 |
TAXATION - Reconciliation of ta
TAXATION - Reconciliation of tax rate and components of deferred tax assets and liabilities (Details) - CNY (¥) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of differences between statutory tax rate and effective tax rate | |||||
Statutory CIT rate (as a percent) | 25.00% | 25.00% | 25.00% | ||
Tax differential from statutory rate applicable to subsidiaries with referential tax rates (as a percent) | (5.00%) | (98.00%) | (15.00%) | ||
Gain on deconsolidation of a subsidiary with a withholding tax rate of 10% versus the statutory CIT rate | (11.00%) | ||||
Non-deductible expenses incurred (as a percent) | 6.00% | 106.00% | 11.00% | ||
Change in valuation allowance (as a percent) | 1.00% | 64.00% | 5.00% | ||
Effective CIT rate (as a percent) | 16.00% | 97.00% | 26.00% | ||
Withholding tax rate (as a percent) | 10.00% | ||||
Deferred tax assets: | |||||
Loss carry forward | ¥ 200,151,440 | ||||
Accrued liability for customer reward related programs | 82,762,839 | ||||
Accrued staff salary | 74,414,938 | ||||
Accrued expenses | 17,182,481 | ||||
Others | 2,441,168 | ||||
Valuation allowance of deferred tax assets | ¥ (183,449,500) | ¥ (86,735,795) | ¥ (37,852,274) | ¥ (31,489,450) | (183,449,500) |
Total deferred tax assets, current | 193,503,366 | ||||
Deferred tax assets, non-current: | |||||
Accrued expenses | 109,784,998 | ||||
Loss carry forward | 78,771,363 | ||||
Accrued liability for customer reward related programs | 114,965,397 | ||||
Accrued staff salary | 110,263,508 | ||||
Others | 23,038,753 | ||||
Less: Valuation allowance of deferred tax assets | (31,489,450) | ||||
Total deferred tax assets, non-current | 405,334,569 | ||||
Deferred tax liabilities, non-current: | |||||
Recognition of intangible assets arise from business combinations | (3,045,259,390) | (132,506,644) | |||
Net deferred tax assets | ¥ 60,996,722 | ||||
Net deferred tax liabilities | (2,639,924,821) | ||||
Operating tax loss carry forwards | ¥ 227,000,000 | ||||
Movement of valuation allowances | |||||
Balance at beginning of year | 183,449,500 | 86,735,795 | 37,852,274 | ||
Current year additions | 31,590,648 | 96,713,705 | 48,883,521 | ||
Deconsolidation of Tujia | (183,550,698) | ||||
Balance at end of year | ¥ 31,489,450 | ¥ 183,449,500 | ¥ 86,735,795 |
TAXATION - Effect of preferenti
TAXATION - Effect of preferential tax (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income tax holiday | |||
Tax holiday effect | ¥ 162,896,542 | ¥ 85,036,934 | ¥ 146,321,156 |
ADS | |||
Income tax holiday | |||
Basic net income per share effect (in dollars per share) | ¥ 1.08 | ¥ 0.62 | ¥ 1.11 |
Diluted net income per share effect (in dollars per share) | ¥ 0.86 | ¥ 0.56 | ¥ 0.96 |
OTHER PAYABLES AND ACCRUALS (De
OTHER PAYABLES AND ACCRUALS (Details) | 1 Months Ended | |||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Oct. 31, 2015CNY (¥) | Dec. 31, 2015CNY (¥) | Jun. 30, 2015USD ($) | Dec. 31, 2014CNY (¥) | |
Accrued operating expenses | ¥ 1,385,818,397 | ¥ 528,143,100 | ||||
Payable for Qunar CB holders | 1,233,185,395 | |||||
Deposits received from suppliers and packaged-tour users | 373,423,895 | 92,500,850 | ||||
Payable for acquisition | 125,377,844 | 306,966,884 | ||||
Deposit for special bonus program | 92,206,022 | 80,799,443 | ||||
Due to employees for stock option proceeds received on their behalf | 88,083,814 | 23,992,381 | ||||
Interest payable | 84,604,548 | 32,931,518 | ||||
Accruals for property and equipment | 53,582,762 | 258,632,797 | ||||
Deferred revenue | 18,235,219 | 198,874,547 | ||||
Others | 106,649,754 | 77,272,138 | ||||
Total | $ 549,749,552 | ¥ 3,561,167,650 | ¥ 1,600,113,658 | |||
Qunar | ||||||
Equity interest acquired (as a percent) | 45.00% | |||||
Purchase consideration | $ 5,103,252,544 | ¥ 32,541,365,375 | ¥ 3,900,000,000 | |||
Qunar | Qunar CB | ||||||
Minimum change in ownership providing holders of debt, right to convert (as a percent) | 10.00% | |||||
Qunar | Qunar CB | ||||||
Aggregate principal amount | $ | $ 500,000,000 | |||||
Interest rate (as a percent) | 2.00% |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) $ / shares in Units, shares in Millions | Jun. 18, 2015USD ($)$ / shares | Oct. 17, 2013USD ($)$ / shares | Sep. 24, 2012USD ($)$ / shares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2014CNY (¥)shares | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥)shares | Dec. 10, 2015USD ($)$ / shares | Sep. 30, 2015USD ($) | Sep. 30, 2015CNY (¥) | May. 26, 2015USD ($)$ / shares | Aug. 07, 2014USD ($)$ / shares |
LONG-TERM DEBT | ||||||||||||||
Value of the Notes | $ 2,833,463,253 | ¥ 7,984,588,052 | ¥ 18,354,608,260 | |||||||||||
Less: Debt issuance costs | ¥ | ¥ (107,121,740) | (81,391,948) | ||||||||||||
Amount of notes tendered | 18,366,377 | 118,973,720 | 400,610,842 | |||||||||||
Proceeds from early termination of call option | ¥ | ¥ 70,270,919 | |||||||||||||
Proceeds from issuance of convertible debt | 2,274,877,273 | 14,736,200,000 | 3,069,000,000 | 4,723,511,720 | ||||||||||
Proceeds from sale of warrants | $ 80,799,654 | ¥ 523,404,000 | ¥ 470,838,904 | |||||||||||
Priceline Group | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Maximum percentage of outstanding shares to be held by lender | 15.00% | 15.00% | ||||||||||||
Recently Adopted Accounting Pronouncements | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Value of the Notes | ¥ | (81,000,000) | |||||||||||||
Long-term deposit and prepayment | ¥ | ¥ (81,000,000) | |||||||||||||
Level 2 | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Fair value of long term notes | $ 2,900,000,000 | ¥ 18,500,000,000 | ||||||||||||
2017 Convertible Senior Notes | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Value of the Notes | 50,000,000 | ¥ 325,000,000 | ||||||||||||
Less: Debt issuance costs | $ (5,400,000) | |||||||||||||
Aggregate principal amount | $ 180,000,000 | |||||||||||||
Interest rate (as a percent) | 0.50% | |||||||||||||
Proceeds from early termination of call option | $ 11,600,000 | |||||||||||||
Proceeds from issuance of convertible debt | $ 175,000,000 | |||||||||||||
Percentage of principal amount at which the entity may be required to repurchase debt under contingent option | 1 | 1 | ||||||||||||
Percentage of principal amount at which the entity is required to repurchase debt under non-contingent option | 1 | 1 | ||||||||||||
2017 Convertible Senior Notes | ADS | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Initial conversion rate | 0.0517116 | |||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 19.34 | |||||||||||||
Amount of notes tendered | $ 18,900,000 | $ 65,500,000 | ||||||||||||
Number of instruments | shares | 1 | 1 | 3.4 | 3.4 | ||||||||||
Increased initial conversion price, after effect of call option and warrants (in dollars per share) | $ / shares | $ 26.37 | |||||||||||||
2017 Convertible Senior Notes | ADS | Minimum | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Percentage of cash incentive | 1.50% | 1.50% | ||||||||||||
2017 Convertible Senior Notes | ADS | Maximum | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Percentage of cash incentive | 2.00% | 2.00% | ||||||||||||
2017 Convertible Senior Notes | ADS | Written call option | Long | Maximum | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Number of shares agreed to be sold by the counterparty on exercise of Purchased Call option | shares | 9.3 | 9.3 | ||||||||||||
2017 Convertible Senior Notes | ADS | Sold Warrants | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Proceeds from sale of warrants | $ 26,600,000 | |||||||||||||
Exercise price of warrants sold (in dollars per share) | $ / shares | $ 26.37 | |||||||||||||
Expected life of warrants | 5 years | 5 years | ||||||||||||
2017 Convertible Senior Notes | ADS | Sold Warrants | Maximum | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Number of shares that can be purchased from warrants sold | shares | 9.3 | 9.3 | ||||||||||||
2018 Convertible Senior Notes | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Value of the Notes | $ 800,000,000 | ¥ 4,963,680,000 | ||||||||||||
Less: Debt issuance costs | $ (19,600,000) | |||||||||||||
Aggregate principal amount | $ 800,000,000 | |||||||||||||
Interest rate (as a percent) | 1.25% | |||||||||||||
Proceeds from issuance of convertible debt | $ 780,000,000 | |||||||||||||
Percentage of principal amount at which the entity may be required to repurchase debt under contingent option | 1 | 1 | ||||||||||||
Percentage of principal amount at which the entity is required to repurchase debt under non-contingent option | 1 | 1 | ||||||||||||
2018 Convertible Senior Notes | ADS | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Initial conversion rate | 0.0127568 | 78.39 | 78.39 | |||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 78.39 | |||||||||||||
Increased initial conversion price, after effect of call option and warrants (in dollars per share) | $ / shares | $ 96.27 | |||||||||||||
2018 Convertible Senior Notes | ADS | Written call option | Long | Maximum | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Number of shares agreed to be sold by the counterparty on exercise of Purchased Call option | shares | 10.2 | 10.2 | ||||||||||||
2018 Convertible Senior Notes | ADS | Sold Warrants | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Proceeds from sale of warrants | $ 77,200,000 | |||||||||||||
Exercise price of warrants sold (in dollars per share) | $ / shares | $ 96.27 | |||||||||||||
Expected life of warrants | 5 years | 5 years | ||||||||||||
2018 Convertible Senior Notes | ADS | Sold Warrants | Maximum | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Number of shares that can be purchased from warrants sold | shares | 10.2 | 10.2 | ||||||||||||
2020 Convertible Senior Notes | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Value of the Notes | ¥ 4,534,460,000 | $ 700,000,000 | ¥ 4,500,000,000 | |||||||||||
Less: Debt issuance costs | $ (11,300,000) | |||||||||||||
Aggregate principal amount | $ 700,000,000 | |||||||||||||
Interest rate (as a percent) | 1.00% | |||||||||||||
Proceeds from issuance of convertible debt | $ 689,000,000 | |||||||||||||
Percentage of principal amount at which the entity may be required to repurchase debt under contingent option | 1 | 1 | ||||||||||||
Percentage of principal amount at which the entity is required to repurchase debt under non-contingent option | 1 | 1 | ||||||||||||
Increased initial conversion price, after effect of call option and warrants (in dollars per share) | $ / shares | $ 135.02 | |||||||||||||
2020 Convertible Senior Notes | ADS | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Initial conversion rate | 0.0091942 | 108.76 | 108.76 | |||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 108.76 | |||||||||||||
2020 Convertible Senior Notes | ADS | Written call option | Long | Maximum | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Number of shares agreed to be sold by the counterparty on exercise of Purchased Call option | shares | 6.4 | 6.4 | ||||||||||||
2020 Convertible Senior Notes | ADS | Sold Warrants | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Proceeds from sale of warrants | $ 84,400,000 | |||||||||||||
Exercise price of warrants sold (in dollars per share) | $ / shares | $ 135.02 | |||||||||||||
Expected life of warrants | 5 years | 5 years | ||||||||||||
2020 Convertible Senior Notes | ADS | Sold Warrants | Maximum | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Number of shares that can be purchased from warrants sold | shares | 6.4 | 6.4 | ||||||||||||
2025 Convertible Senior Notes | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Value of the Notes | $ 400,000,000 | ¥ 2,591,120,000 | ||||||||||||
Less: Debt issuance costs | $ (6,800,000) | |||||||||||||
Aggregate principal amount | $ 400,000,000 | |||||||||||||
Interest rate (as a percent) | 1.99% | |||||||||||||
Proceeds from issuance of convertible debt | $ 393,000,000 | |||||||||||||
Percentage of principal amount at which the entity may be required to repurchase debt under contingent option | 1 | 1 | ||||||||||||
Percentage of principal amount at which the entity is required to repurchase debt under non-contingent option | 1 | 1 | ||||||||||||
2025 Convertible Senior Notes | ADS | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Initial conversion rate | 0.0093555 | 108.76 | 108.76 | |||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 106.89 | |||||||||||||
Priceline Convertible 2019 Notes | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Value of the Notes | ¥ | ¥ 3,102,300,000 | 3,238,900,000 | ||||||||||||
Aggregate principal amount | $ 500,000,000 | |||||||||||||
Interest rate (as a percent) | 1.00% | |||||||||||||
Priceline Convertible 2019 Notes | ADS | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 81.36 | |||||||||||||
Priceline Convertible 2020 Notes | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Value of the Notes | ¥ | 1,619,450,000 | |||||||||||||
Aggregate principal amount | $ 250,000,000 | |||||||||||||
Interest rate (as a percent) | 1.00% | |||||||||||||
Priceline Convertible 2020 Notes | ADS | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 104.27 | |||||||||||||
Priceline Convertible 2025 Notes | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Value of the Notes | ¥ | 3,238,900,000 | |||||||||||||
Hillhouse 2% Convertible 2025 Notes | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Value of the Notes | ¥ | ¥ 3,238,900,000 | |||||||||||||
Priceline and Hillhouse Notes | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Aggregate principal amount | $ 1,000,000,000 | |||||||||||||
Interest rate (as a percent) | 2.00% | |||||||||||||
Priceline and Hillhouse Notes | ADS | ||||||||||||||
LONG-TERM DEBT | ||||||||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 69.46 |
TREASURY STOCK (Details)
TREASURY STOCK (Details) | 1 Months Ended | 12 Months Ended | ||||||
Oct. 31, 2013USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2014CNY (¥)shares | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014CNY (¥)shares | Dec. 31, 2013USD ($)shares | |
Treasure stock | ||||||||
Amount of convertible notes early converted | $ 18,366,377 | ¥ 118,973,720 | ¥ 400,610,842 | |||||
Treasury stock, shares | 3,577,357 | 3,323,262 | 3,577,357 | 3,323,262 | 3,777,087 | |||
Treasury stock at cost | $ 366,316,863 | $ 259,000,000 | ¥ 2,372,927,372 | ¥ 1,605,630,913 | $ 256,000,000 | |||
2012 Convertible Senior Notes | ||||||||
Treasure stock | ||||||||
Amount of convertible notes early converted | $ | $ 45,500,000 | $ 16,500,000 | $ 61,600,000 | |||||
Stock delivered to the notes holders (in shares) | 588,219 | 244,466 | 244,466 | 846,131 | 846,131 | |||
Treasury stock, shares | 3,323,262 | 3,323,262 |
NON-CONTROLLING INTERESTS (Deta
NON-CONTROLLING INTERESTS (Details) shares in Millions | 1 Months Ended | ||||
Jul. 31, 2015USD ($)shares | Jul. 31, 2015CNY (¥)shares | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | |
NON-CONTROLLING INTERESTS | |||||
Non-controlling interests | $ 2,953,811,209 | ¥ 19,134,198,247 | ¥ 848,548,293 | ||
Qunar | |||||
NON-CONTROLLING INTERESTS | |||||
Non-controlling interests | 17,855,897,129 | ||||
An offline travel agency | |||||
NON-CONTROLLING INTERESTS | |||||
Non-controlling interests | 455,614,677 | 367,705,496 | |||
Travelfusion | |||||
NON-CONTROLLING INTERESTS | |||||
Non-controlling interests | 289,875,458 | ||||
An online trip package service provider | |||||
NON-CONTROLLING INTERESTS | |||||
Non-controlling interests | 134,586,452 | 136,890,011 | |||
A technology company focusing on hotel customer reviews | |||||
NON-CONTROLLING INTERESTS | |||||
Non-controlling interests | 262,762,132 | 125,442,240 | |||
ezTravel | |||||
NON-CONTROLLING INTERESTS | |||||
Non-controlling interests | 23,707,599 | 22,769,589 | |||
Tujia | |||||
NON-CONTROLLING INTERESTS | |||||
Non-controlling interests | 130,343,575 | ||||
Tujia | Series D+ redeemable convertible preferred shares | |||||
NON-CONTROLLING INTERESTS | |||||
Shares issued | shares | 23 | 23 | |||
Consideration received from redeemable convertible preferred shares issued | $ 99,000,000 | ¥ 629,000,000 | |||
Others | |||||
NON-CONTROLLING INTERESTS | |||||
Non-controlling interests | ¥ 111,754,800 | ¥ 65,397,382 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) | 12 Months Ended | |||
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CNY (¥)¥ / sharesshares | Dec. 31, 2014CNY (¥)¥ / sharesshares | Dec. 31, 2013CNY (¥)¥ / sharesshares | |
Numerator: | ||||
Net income attributable to Ctrip's shareholders | $ 387,115,360 | ¥ 2,507,655,884 | ¥ 242,739,781 | ¥ 998,319,684 |
Eliminate the dilutive effect of interest expense of convertible notes | ¥ | 185,589,773 | 15,496,021 | ||
Numerator for diluted earnings per share | ¥ | ¥ 2,693,245,657 | ¥ 242,739,781 | ¥ 1,013,815,705 | |
Denominator: | ||||
Denominator for basic earnings per ordinary share - weighted average ordinary shares outstanding | 37,797,698 | 37,797,698 | 34,289,170 | 32,905,601 |
Dilutive effect of share options | 2,962,481 | 2,962,481 | 3,106,496 | 2,359,614 |
Dilutive effect of convertible notes | 6,102,417 | 6,102,417 | 2,206,157 | |
Dilutive effect of convertible notes sold warrants | 512,652 | 512,652 | 812,192 | 598,469 |
Denominator for diluted earnings per ordinary share | 47,375,248 | 47,375,248 | 38,207,858 | 38,069,841 |
Earning per share | ||||
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings per common share | 2,385,984 | 2,385,984 | 6,823,534 | 1,645,940 |
2017 Convertible Senior Notes | ||||
Earning per share | ||||
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings per common share | 1,587,142 | |||
2018 Convertible Senior Notes | ||||
Earning per share | ||||
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings per common share | 2,551,346 | 524,249 | ||
2025 Convertible Senior Notes | ||||
Earning per share | ||||
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings per common share | 486,999 | 486,999 | ||
Priceline Convertible 2019 Notes | ||||
Earning per share | ||||
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings per common share | 614,535 | |||
Priceline Convertible 2025 Notes | ||||
Earning per share | ||||
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings per common share | 50,023 | 50,023 | ||
A long-term equity investment firm 2025 Convertible Notes | ||||
Earning per share | ||||
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings per common share | 50,023 | 50,023 | ||
Stock options | ||||
Earning per share | ||||
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings per common share | 64,074 | 64,074 | 74,104 | 251,266 |
Sold Warrants | ||||
Earning per share | ||||
Number of outstanding weighted average ordinary shares excluded from the calculation of diluted earnings per common share | 1,734,865 | 1,734,865 | 1,996,407 | 870,425 |
Ordinary shares | ||||
Earning per share | ||||
Basic (in dollars per share) | (per share) | $ 10.24 | ¥ 66.34 | ¥ 7.08 | ¥ 30.34 |
Diluted (in dollars per share) | (per share) | 8.78 | 56.85 | 6.35 | 26.63 |
ADS | ||||
Earning per share | ||||
Basic (in dollars per share) | (per share) | 1.28 | 8.29 | 0.88 | 3.79 |
Diluted (in dollars per share) | (per share) | $ 1.10 | ¥ 7.11 | ¥ 0.79 | ¥ 3.33 |
COMMITMENTS AND CONTINGENCIES97
COMMITMENTS AND CONTINGENCIES (Details) - CNY (¥) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Operating lease commitments | |||
2,016 | ¥ 320,906,423 | ||
2,017 | 129,078,478 | ||
2,018 | 38,246,573 | ||
2,019 | 15,841,910 | ||
2,020 | 1,967,110 | ||
Thereafter | 1,226,669 | ||
Total | 507,267,163 | ||
Operating lease, rental expense | |||
Operating lease, rental expense | 134,000,000 | ¥ 144,000,000 | ¥ 118,000,000 |
Capital commitments | |||
Outstanding capital commitments | 17,000,000 | ||
Guarantee | |||
Guarantee arrangements | ¥ 892,000,000 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) shares in Millions | 1 Months Ended | 3 Months Ended | 11 Months Ended | 12 Months Ended | |||
Feb. 29, 2016USD ($)shares | Jan. 31, 2016USD ($) | Mar. 31, 2016USD ($) | Aug. 31, 2014USD ($) | Aug. 31, 2014CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | |
Subsequent events | |||||||
Consideration of the sale of investment | $ 9,568,063 | ¥ 61,980,000 | |||||
MakeMyTrip | Subsequent event | |||||||
Subsequent events | |||||||
Payments made for investment | $ 180,000,000 | ||||||
Equity method investment, ownership interest (as a percent) | 26.60% | ||||||
Easy Go | |||||||
Subsequent events | |||||||
Payments made for investment | $ 53,000,000 | ¥ 324,000,000 | |||||
Easy Go | Subsequent event | |||||||
Subsequent events | |||||||
Number of shares of investment sold | shares | 6 | ||||||
Consideration of the sale of investment | $ 49,000,000 | ||||||
Gain on sale of investment | $ 23,000,000 | ||||||
Non-U.S. investment entities | Limited partnership capital contribution or other financing arrangements | Subsequent event | |||||||
Subsequent events | |||||||
Payments made for investment | $ 2,800,000,000 | ||||||
Cash paid and value of shares issued for acquiring investment | $ 1,000,000,000 |