Inspection of Books and Records
Holders of our ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our
corporate records (except for our memorandum and articles of association). However, we intend to provide our shareholders with annual audited financial statements. See Where You Can Find Additional Information.
History of securities issuances
The following is a summary of securities issuances by in the past three years.
2019 share exchange with Naspers. In August 2019, we completed a share exchange transaction with Naspers Limited (Naspers)
and its affiliates, pursuant to which we issued 4,108,831 ordinary shares to Naspers in exchange of 1,130,556 ordinary shares, $0.0005 par value per share, and 42,638,206 Class B convertible ordinary shares, $0.0005 par value per share, of
MakeMyTrip Limited beneficially owned by Naspers. Immediately after the closing of the transaction, Naspers owned approximately 5.6% of our outstanding ordinary shares, and we owned ordinary shares and class B shares of MakeMyTrip, representing
approximately 49.0% of MakeMyTrips total voting power.
2017 convertible bond conversion. In June 2017, we exchanged with a
limited number of holders of the Companys 1.25% convertible senior notes due October 15, 2018 (the 2018 Notes) approximately US$327 million aggregate principal amount of the outstanding 2018 Notes for
(i) approximately 8.3 million ADSs of the Company based on a conversion price of approximately US$39.19 per ADS and (ii) a cash amount inclusive of accrued and unpaid interest on the 2018 Notes. The issuance of the ADSs was made
pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), provided by Section 4(a)(2) of the Securities Act, on the basis that these exchanges constituted the
exchanges with existing holders exclusively in privately negotiated transactions.
2017 offering of ADSs. In February 2017, we
offered a total of 3,556,992 ADSs, representing 444,624 of our ordinary shares to Silver Dromedary Limited, one of the special purpose vehicles that held the ADSs for the benefit of Qunar employees for share exchange.
2016 offering of ADSs and convertible senior notes. In September 2016, we completed the offering of an aggregate of 32,775,000 ADSs,
comprised of a primary offering of 28,500,000 ADSs and an additional 4,275,000 ADSs in connection with the underwriters exercise of overallotment option, at US$45.96 per ADS, for an aggregate offering price of approximately US$1.5 billion
(the 2016 ADS Offering). Concurrently with the 2016 ADS Offering, we completed private placements of our ordinary shares with the respective subsidiaries of Baidu, Inc., or Baidu, and The Priceline Group Inc., or Priceline, at US$45.96
per ADS, at an aggregate investment amount of US$100 million and US$25 million, respectively, pursuant to exemptions from registration with the Securities and Exchange Commission, or the SEC, under Regulation S and Section 4(a)(2) of
the Securities Act, respectively.
Concurrently with the 2016 ADS Offering, we also offered convertible senior notes due 2022 in the
aggregate principal amount of US$975 million (the 2022 Notes), comprised of a primary offering of the notes in the principal amount of US$900 million and an additional US$75 million in connection with the
underwriters exercise of overallotment option. The 2022 Notes were offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act, and certain non-U.S. persons in compliance
with Regulation S under the Securities Act. The 2022 Notes will be convertible into Ctrips ADSs, based on an initial conversion rate of 15.2688 of our companys ADSs per US$1,000 principal amount of the notes (which is equivalent to an
initial conversion price of approximately US$65.49 per ADS). The conversion rate for the notes is subject to adjustment upon the occurrence of certain events. The 2022 Notes bear interest at a rate of 1.25% per year, payable semiannually in arrears
on March 15 and September 15 of each year, beginning on March 15, 2017. The 2022 Notes will mature on September 15, 2022, unless previously repurchased, redeemed or converted in accordance with their terms prior to such date.
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