[FORM 20-F (Mark One) o or x or o For the transition period from to or o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . CTRIP.COM INTERNATIONAL, LTD. N/A Cayman Islands (Jurisdiction of incorporation or organization) 99 Fu Quan Road Shanghai] [Amendment to the Amended and Restated Memorandum and Articles of Association adopted by the shareholders of Ctrip.com International, Ltd. on October 26, 2012 THAT the Company’s currently effective amended and restated memorandum and articles of association be amended as follows: (a) by deleting the following sentence from Article 80: “One (1) Director shall be appointed by Rakuten, Inc. (“Rakuten”) so] [AMENDED AND RESTATED TECHNICAL CONSULTING AND SERVICES AGREEMENT Agreement PRC This Amended and Restated Technical Consulting and Services Agreement (this “ (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Shanghai Ctrip Commerce Co., Ltd. : WHEREAS (1) Party A is a wholly foreign owned enterprise duly incorporated and validly existing under the PRC laws, having] [AMENDED AND RESTATED LOAN AGREEMENT Agreement PRC This Amended and Restated Loan Agreement (this “ (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Min Fan : Parties Party (In this Agreement, Party A and Party B are hereinafter collectively referred to as the “ WHEREAS (1) Party A is a wholly foreign owned enterprise duly] [AMENDED AND RESTATED EXCLUSIVE CALL OPTION AGREEMENT Agreement PRC This Amended and Restated Exclusive Call Option Agreement (this “ (1) Party A : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Party B Min Fan : (3) Party C: Shanghai Ctrip Commerce Co., Ltd. Parties Party (In this Agreement, Party A, Party B and Party C are hereinafter collectively referred to] [AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Agreement PRC This Amended and Restated Equity Pledge Agreement (this “ (1) Pledgee : Ctrip Computer Technology (Shanghai) Co., Ltd. (2) Pledgor Min Fan : Parties Party (In this Agreement, Pledgee and Pledgor are hereinafter collectively referred to as the “ WHEREAS (1) Ctrip Commerce The Pledgor is a PRC citizen, who owns 89.8%] [POWER OF ATTORNEY PRC Authorizer POA I, Min Fan, citizen of the People’s Republic of China (the “ WHEREAS: (1) the Authorizer Company holds 89.8% equity interest in Shanghai Ctrip Commerce Co., Ltd. (the “ (2) WFOE the Authorizer, Ctrip Computer Technology (Shanghai) Co., Ltd. (the “ (3) Attorney-in-Fact Shareholder Rights In consideration of the above, the Authorizer hereby irrevocably] [CTRIP.COM INTERNATIONAL, LTD. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of September 24, 2012 0.50% Convertible Senior Notes due 2017 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS . Definitions Section 1.01 1 . References to Interest Section 1.02 10 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES . Designation and Amount Section 2.01] [Ctrip.com International, Ltd. Significant Subsidiaries C-Travel International Limited, a Cayman Islands company Ctrip.com (Hong Kong) Limited, a Hong Kong company Ctrip Computer Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Information Technology (Shanghai) Co., Ltd., a PRC company Ctrip Travel Network Technology (Shanghai) Co., Ltd., a PRC company Ctrip Information Technology (Nantong) Co., Ltd., a PRC company China Software] [CTRIP.COM INTERNATIONAL, LTD. Purpose Code Ctrip This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · · compliance with applicable governmental laws, rules and regulations; · prompt internal reporting] [Certification by the Chief Executive Officer I, James Jianzhang Liang, certify that: 1. I have reviewed this annual report on Form 20-F of Ctrip.com International, Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Financial Officer I, Jenny Wenjie Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Ctrip.com International, Ltd. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 29 , 2013 James Jianzhang Liang James Jianzhang Liang Chief Executive Officer 1 EX-13.1 13 a13-5968_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 29 , 2013 Jenny Wenjie Wu Jenny Wenjie Wu Chief Financial Officer 1 EX-13.2 14 a13-5968_1ex13d2.htm EX-13.2] [[Maples and Calder letterhead] Our ref RDS\302248\5140222v1 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Ctrip.com International, Ltd. March 29, 2013 Dear Sirs Ctrip.com International, Ltd. (the “Company”) Yours faithfully, Maples and Calder 1 EX-15.1 15 a13-5968_1ex15d1.htm EX-15.1] [[Letterhead of Commerce & Finance Law Offices] March 29 , 2013 Ctrip.com International, Ltd. Dear Sirs: We consent to the reference to our firm under the headings “Key Information — Risk Factors,” “Information on the Company — Business Overview — PRC Government Regulations” , “Major Shareholders and Related Party Transactions — Related Party Transactions” and “Financial Statements — Notes to] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-136264, No.333-116567 and No. 333-146761) and Form F-3 (No. 333-145161 and No. 333-165150) of Ctrip.com International, Ltd. of our report dated March 29 , 2013 relating to the financial statements and the effectiveness of internal control over]