Liang Jianzhang 4

What Happened

• Liang Jianzhang, a director of Trip.com Group Ltd (TCOM), is reporting that Smart Charm Limited (a company wholly owned by his spouse) entered a prepaid variable forward (PVF) on September 3, 2025. The contract covers up to 1,000,000 American depositary shares (ADSs) of Trip.com (each ADS = 1 ordinary share). In exchange Smart Charm received an upfront cash payment (amount not disclosed) and pledged the 1,000,000 ADSs as security.
• The PVF requires Smart Charm to deliver up to 1,000,000 ADSs on three settlement dates (up to 333,334 ADSs on Sept 5, 2028; up to 333,333 ADSs on Sept 6, 2028; up to 333,333 ADSs on Sept 7, 2028). The exact number delivered on each date depends on the ADS volume-weighted average price relative to contract floor and cap levels. Smart Charm retains voting rights in the pledged ADSs but must pay the economic equivalent of dividends to the buyer during the pledge.

Key Details

• Transaction date: September 3, 2025. Form 4 filed: April 28, 2026 (filing appears late relative to the transaction date).
• Shares involved: Up to 1,000,000 ADSs (derivative obligation); ADS = 1 ordinary share of Trip.com.
• Consideration: Upfront cash payment received (amount not disclosed in filing).
• Collateral & rights: 1,000,000 ADSs pledged to secure the obligation; Smart Charm retains voting rights but pays dividend equivalents.
• Who acted: Smart Charm Limited (BVI company) — wholly owned and controlled by the reporting person’s spouse.
• Filing timeliness: The reported transaction date (9/3/2025) and the Form 4 filing date (4/28/2026) indicate a late filing, which reduces short-term transparency for investors.

Context

• A prepaid variable forward is a derivative often used to monetize shares now while deferring actual delivery/sale to future dates; the final number of shares delivered depends on future market prices (cap/floor mechanics). This is not a straightforward open-market sale, and it does not by itself disclose the insider’s view of the company’s near-term prospects.
• For retail investors, note this action changes economic exposure (locks in cash today, retains some upside/downside depending on contract terms) rather than an immediate transfer of beneficial ownership via a market sale. The late filing means public disclosure came months after the transaction.