Trip.com Group Ltd. Schedule 13G/A reports that James Jianzhang Liang and related entities beneficially own 19,531,542 ordinary shares, representing 3.0% of the class. The filing states 629,705,222 ordinary shares outstanding as of March 31, 2026. The 19,531,542 figure includes 12,512,000 ordinary shares issuable upon exercise of options within 60 days and family/entity holdings attributed to Chung Lau, Smart Charm Limited and Wise Kingdom Group Limited.
Positive
None.
Negative
None.
Insights
Major holder group reports a 3.0% beneficial stake, including near-term exercisable options.
The filing consolidates holdings tied to James Jianzhang Liang and Chung Lau, showing shared voting and dispositive power over 19,531,542 ordinary shares. It explicitly counts 12,512,000 options exercisable within 60 days toward that beneficial position.
These option-included counts affect disclosure and potential voting influence; subsequent filings will show any exercises or changes in reported ownership.
Key Figures
Beneficial ownership:19,531,542 sharesPercent of class:3.0%Options exercisable within 60 days:12,512,000 shares+3 more
6 metrics
Beneficial ownership19,531,542 sharesTotal beneficially owned by reporting persons
Percent of class3.0%Based on 629,705,222 shares outstanding as of 03/31/2026
Options exercisable within 60 days12,512,000 sharesIncluded in the 19,531,542 beneficial ownership count
"Represents (i) 12,512,000 ordinary shares issuable to Mr. Liang upon exercise"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
ADSsmarket
"3,937,754 ADSs directly owned by Smart Charm Limited"
shared voting powerregulatory
"Shared Voting Power 19,531,542.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
ordinary shares issuablefinancial
"12,512,000 ordinary shares issuable to Mr. Liang upon exercise"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Trip.com Group Ltd.
(Name of Issuer)
Ordinary shares, par value US$0.00125 per share
(Title of Class of Securities)
G9066F101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G9066F101
1
Names of Reporting Persons
James Jianzhang Liang
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
19,531,542.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,531,542.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,531,542.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person:
Row 7, 8 and 9: Represents (i) 12,512,000 ordinary shares issuable to Mr. Liang upon exercise of options within 60 days, (ii) (a) 122,400 ordinary shares directly owned by Ms. Lau, (b) 1,511,012 ordinary shares and 3,937,754 ADSs directly owned by Smart Charm Limited, a British Vergin Islands company wholly owned and controlled by Ms. Lau, and (c) 1,413,336 ordinary shares directly owned by Wise Kingdom Group Limited, a British Virgin Islands wholly owned and controlled by Ms. Lau, and (iii) 35,040 ordinary shares directly held by certain other family members of Mr. Liang and beneficially owned by Mr. Liang and Ms. Lau.
Row 11: Based on a total of 629,705,222 ordinary shares issued and outstanding as of March 31, 2026 and 12,512,000 ordinary shares issuable to Mr. Liang upon exercise of options within 60 days of March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
G9066F101
1
Names of Reporting Persons
Chung Lau
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
19,531,542.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
19,531,542.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
19,531,542.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Row 7, 8 and 9: Represents (i) 12,512,000 ordinary shares issuable to Mr. Liang upon exercise of options within 60 days, (ii) (a) 122,400 ordinary shares directly owned by Ms. Lau, (b) 1,511,012 ordinary shares and 3,937,754 ADSs directly owned by Smart Charm Limited, a British Vergin Islands company wholly owned and controlled by Ms. Lau, and (c) 1,413,336 ordinary shares directly owned by Wise Kingdom Group Limited, a British Virgin Islands wholly owned and controlled by Ms. Lau, and (iii) 35,040 ordinary shares directly held by certain other family members of Mr. Liang and beneficially owned by Mr. Liang and Ms. Lau.
Row 11: Based on a total of 629,705,222 ordinary shares issued and outstanding as of March 31, 2026 and 12,512,000 ordinary shares issuable to Mr. Liang upon exercise of options within 60 days of March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
G9066F101
1
Names of Reporting Persons
Smart Charm Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,448,766.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,448,766.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,448,766.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.9 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
Row 7, 8 and 9: Represents 1,511,012 ordinary shares and 3,937,754 ADSs directly owned by Smart Charm Limited, a British Vergin Islands company wholly owned and controlled by Ms. Lau.
Row 11: Based on a total of 629,705,222 ordinary shares issued and outstanding as of March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
G9066F101
1
Names of Reporting Persons
Wise Kingdom Group Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,413,336.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,413,336.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,413,336.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.2 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person:
Row 7, 8 and 9: Represents 1,413,336 ordinary shares directly owned by Wise Kingdom Group Limited, a British Vergin Islands company wholly owned and controlled by Ms. Lau.
Row 11: Based on a total of 629,705,222 ordinary shares issued and outstanding as of March 31, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Trip.com Group Ltd.
(b)
Address of issuer's principal executive offices:
30 Raffles Place, #29-01, Singapore 048622
Item 2.
(a)
Name of person filing:
James Jianzhang Liang
Chung Lau
Smart Charm Limited
Wise Kingdom Group Limited
(Collectively, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
30 Raffles Place, #29-01 Singapore 048622
(c)
Citizenship:
James Jianzhang Liang: Hong Kong Chung Lau: Hong Kong Smart Charm Limited: British Virgin Islands Wise Kingdom Group Limited: British Virgin Islands
(d)
Title of class of securities:
Ordinary shares, par value US$0.00125 per share
(e)
CUSIP No.:
G9066F101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The responses of each Reporting Person to Row (9) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4.
(b)
Percent of class:
The responses of each Reporting Person to Row (11) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
The responses of each Reporting Person to Row (6) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4.
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
The responses of each Reporting Person to Row (8) of Reporting Person Information of this Schedule 13G are hereby incorporated by reference in this Item 4.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake does James Jianzhang Liang report in Trip.com (TCOM)?
He reports beneficial ownership of 19,531,542 ordinary shares (3.0%). That total includes 12,512,000 ordinary shares issuable upon exercise of options within 60 days and other family and entity-held shares attributed in the filing.
How many Trip.com shares were outstanding as of March 31, 2026?
There were 629,705,222 ordinary shares issued and outstanding as of March 31, 2026. The percent ownership figures in the filing use this share count as the denominator when reporting percentages.
What holdings does Smart Charm Limited report?
Smart Charm Limited beneficially owns 5,448,766 ordinary shares, or 0.9%. The filing states this amount consists of 1,511,012 ordinary shares and 3,937,754 ADSs directly owned by Smart Charm Limited.
Do reported shares include options or ADSs?
Yes; the 19,531,542 total includes 12,512,000 ordinary shares issuable on exercise of options within 60 days. The filing also counts ADSs held by Smart Charm Limited as part of its reported beneficial ownership.
