UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM CB

TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form:

Securities Act Rule 801 (Rights Offering) o

Securities Act Rule 802 (Exchange Offer) x

Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) o

Exchange Act Rule 14d-1(c) (Third Party Tender Offer) x

Exchange Act Rule 14e-2(d) (Subject Company Response) o

Filed or submitted in paper if permitted by Regulation S-T Rule 101(b)(8) o

Skyscanner Holdings Limited

(Name of Subject Company)

N/A

(Translation of Subject Company’s Name into English (if applicable))

England and Wales

(Jurisdiction of Subject Company’s Incorporation or Organization)

Ctrip.com International, Ltd.

(Name of Person(s) Furnishing Form)

Ordinary Shares

C1 Shares

C2 Shares

C3 Shares

C4 Shares

C6 Shares

C7 Shares

C8 Shares

C9 Shares

C10 Shares

SIP Shares

(Title of Class of Subject Securities)

N/A

(CUSIP Number of Class of Securities (if applicable))

Carolyn Jameson

Chief Legal Officer

Skyscanner Holdings Limited

Quartermile One

15 Lauriston Place

Edinburgh EH3 9EN

United Kingdom

Telephone: +44 7825 663 494

(Name, Address (including zip code) and Telephone Number (including area code)
of Person(s) Authorized to Receive Notices and Communications on Behalf of
Subject Company)

November 25, 2016

(Date Tender Offer/Rights Offering Commenced)

PART I — INFORMATION SENT TO SECURITY HOLDERS

Item 1. Home Jurisdiction Documents

(a) The following documents are attached as exhibits to this Form CB.

(b) Not applicable.

Item 2. Informational Legends

The legends complying with Rule 802(b) of the Securities Act of 1933, as amended, are included in Part VI of Exhibit 99.1 and Part IV of Exhibit 99.3 under the heading “Notice to U.S. Holders.”

PART II — INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS

(1) Not applicable.

(2) The following documents are attached as exhibits to this Form CB.

(3) Not applicable.

PART III — CONSENT TO SERVICE OF PROCESS

(1) A written irrevocable consent and power of attorney on Form F-X was filed concurrently with the Commission on November 28, 2016.

(2) Not applicable.

PART IV — SIGNATURES

After due 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.

Exhibit 99.1

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONTACT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT, BANK MANAGER OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IN THE RELEVANT JURISDICTION.

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT IN, INTO OR FROM JURISDICTIONS OTHER THAN THE UNITED KINGDOM AND THE AVAILABILITY OF THE OFFER TO SHAREHOLDERS WHO ARE NOT RESIDENT IN THE UNITED KINGDOM MAY BE RESTRICTED BY THE LAWS OF THOSE JURISDICTIONS. ACCORDINGLY, THOSE PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, NOR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

YOUR ATTENTION IS DRAWN TO THE IMPORTANT INFORMATION SET OUT IN PART VI OF THIS DOCUMENT.

RECOMMENDED OFFER

by

CTRIP.COM INTERNATIONAL, LTD.

TO ACQUIRE SHARES IN THE SHARE CAPITAL OF

SKYSCANNER HOLDINGS LIMITED

(incorporated in England and Wales with registered number 07777261)

This offer by Ctrip is to acquire Shares in Skyscanner Holdings Limited in exchange for, in the case of UK Holders, cash and Loan Notes and, in the case of Non-UK Holders, cash only. The Loan Notes proposed to be issued to UK Holders by Ctrip pursuant to the offer will be personal to the Holder and will not be transferable except by descent or by operation of law.

THE PROCEDURE FOR ACCEPTANCE OF THE OFFER IS SET OUT IN PARAGRAPH 5 OF PART III OF THIS OFFER DOCUMENT AND IN THE ACCOMPANYING FORM OF ACCEPTANCE.

TO ACCEPT THE OFFER, THE FORM OF ACCEPTANCE MUST BE COMPLETED, EXECUTED AND SUBMITTED ELECTRONICALLY AS SOON AS POSSIBLE IN ACCORDANCE WITH THE INSTRUCTIONS THEREON. HOLDERS ARE URGED TO SUBMIT THEIR COMPLETED AND VALIDLY EXECUTED FORMS OF ACCEPTANCE BY NO LATER THAN 5 PM ON 4 DECEMBER 2016.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located.  Shareholders who are resident outside the United Kingdom should review the important information set out in Part VI of this document.  This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

All references to time in this document are to London time (i.e. GMT) unless otherwise stated.

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Capitalised terms used in this document shall have the meaning given to them in Part IX.

The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the content of this document, you should consult your own professional independent legal, financial or tax adviser for legal, business, financial or tax advice.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Offer other than such information or representations contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Ctrip.

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CONTENTS

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PART I

LETTER FROM THE CHIEF EXECUTIVE OFFICER

OF SKYSCANNER HOLDINGS LIMITED

(Registered in England and Wales with company number 07777261)

24 November 2016

Dear Holder

Proposed Acquisition of Skyscanner Holdings Limited

1.                                      Introduction

On 23 November 2016, the boards of directors of Skyscanner and of Ctrip announced that they had reached agreement on the terms of the proposed acquisition of Skyscanner by Ctrip (the “Acquisition”).

As part of the arrangements relating to the Acquisition, the Offer described in this Offer Document is being made to you in your capacity as a Holder.

This letter together with the remainder of this Offer Document and the accompanying Form of Acceptance contains the formal Offer by Ctrip for certain shares in the capital of Skyscanner. If you are in any doubt as to the action you should take, you should seek your own independent professional financial advice.

2.                                      Unanimous Recommendation

The terms of the Acquisition value the issued and to be issued share capital of Skyscanner at approximately £1.426 billion. The Skyscanner Board considers that the terms of the Acquisition fairly value Skyscanner. The Skyscanner Board also believes that membership of the Ctrip Group will enhance growth and investment prospects for Skyscanner and will provide new opportunities for its employees.

Gareth Williams, Barry Smith, Julian Pancholi and Mark Logan, the members of the Skyscanner Board who hold Shares, are parties to the Share Purchase Agreement and have accordingly agreed to sell all of their Shares to Ctrip at completion of the Share Purchase

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Agreement (however Gareth Williams will subscribe for new shares in Skyscanner following completion of the Acquisition and accordingly will retain a shareholding in Skyscanner).

The Skyscanner Board considers the Offer to be in the best interests of Skyscanner and its shareholders as a whole. Accordingly, the Skyscanner Board unanimously recommends that all Holders accept the Offer.

In order to accept the Offer in respect of your Shares, you should complete and electronically sign and submit the Form of Acceptance as soon as possible. Holders are urged to submit their completed and validly executed Forms of Acceptance by no later than 5.00pm on 4 December 2016. Your attention is drawn to paragraph 5 of Part III of this Offer Document and to the Form of Acceptance, which set out the procedure for acceptance of the Offer.

In approving the Acquisition, the Skyscanner Board has also determined that:

·                  any transfer of Shares to Ctrip, including any transfer pursuant to the Offer, will be a “Permitted Transfer” taking place in accordance with Article 16.4 of the Articles; and

·                  notwithstanding the variety of Acquisition arrangements, each Skyscanner shareholder is being offered the amount of consideration which they are entitled to receive under the pre-existing arrangements in the Articles.

3.                                      Condition to the Offer

The Skyscanner Board notes that the Offer is subject to and conditional upon completion under the Share Purchase Agreement occurring on or before the Longstop Date. Completion of the Share Purchase Agreement is itself conditional upon acceptances of the Offer having been received in respect of substantially all of the Shares from recipients of this Offer. Hence, if completion of the Share Purchase Agreement does not occur due to, for example, Ctrip having received insufficient acceptances of the Offer, the Offer will lapse and Holders will not be entitled to receive any consideration in respect thereof.

You are therefore urged to accept the Offer and to sign and submit the Form of Acceptance as soon as possible.

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PART II

LETTER FROM THE DIRECTOR AND CHIEF EXECUTIVE OFFICER

OF CTRIP.COM INTERNATIONAL, LTD.

(a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability)

24 November 2016

Dear Holder

Proposed Acquisition of Skyscanner Holdings Limited

1.                                      Introduction

On 23 November 2016, the boards of directors of Skyscanner and of Ctrip announced that they had reached agreement on the terms of the proposed acquisition of Skyscanner by Ctrip (the “Acquisition”).

As part of the arrangements relating to the Acquisition, the Offer described in this Offer Document is being made to you, in your capacity as a Holder.

Your attention is drawn to the letter from the Chief Executive Officer of Skyscanner set out in Part I of this Offer Document, which explains why the directors of Skyscanner consider the terms of the Offer to be fair and reasonable and are unanimously recommending that all Holders accept the Offer.

This letter together with the remainder of this Offer Document and the accompanying Form of Acceptance contains the formal Offer by Ctrip for the Shares.

The purpose of this letter is to explain the background to the Offer and to describe the terms of the Offer.

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2.                                      The Acquisition

The terms of the Acquisition value Skyscanner at approximately £1.426 billion (assuming the exercise of all outstanding Options and the issue of all Conditional Subscription Shares and taking account any cash payments to be made by Skyscanner in respect of certain “cash equivalent” arrangements which Skyscanner has in place with certain non-UK based employees).

If the Acquisition proposals are accepted and implemented in full, it is anticipated that Ctrip would own the entire issued and to be issued share capital of Skyscanner following completion of the Acquisition (save in respect of certain new shares in Skyscanner which will be subscribed for by Gareth Williams following completion of the Acquisition and accordingly Gareth Williams will retain a shareholding in Skyscanner).

Given the complexity of Skyscanner’s share capital structure and the large number of Skyscanner shareholders, the Acquisition is being structured through a variety of arrangements. The Offer made to Holders under this Offer Document is just one of those arrangements. In addition, the Management Shareholders and Institutional and Certain Other Shareholders have entered into the Share Purchase Agreement with Ctrip under which, subject to certain conditions, they will sell all of their shares in the capital of Skyscanner to Ctrip (however Gareth Williams will subscribe for new shares in Skyscanner following completion of the Acquisition and will accordingly retain a shareholding in Skyscanner). Certain of the terms of the Share Purchase Agreement are summarised at paragraph 6 below. Separately, acquisition arrangements will be entered into in respect of certain former employees and in respect of SIP Shares. Certain other arrangements will be entered into in respect of the sellers of businesses previously acquired by Skyscanner where those sellers, as part of the consideration offered to them by Skyscanner on the acquisition of the relevant businesses, received or are entitled to shares in the capital of Skyscanner and/or rights to subscribe for shares in the capital of Skyscanner.

For recipients of this Offer Document, the acquisition of their Shares by Ctrip will be effected through the Offer, upon the terms and conditions set out in this Offer Document and in the relevant personalised Form of Acceptance.

The Offer is one of the arrangements pursuant to which the Acquisition is to be implemented. The objective of the Acquisition proposals, including the Offer, is for Ctrip to acquire day to day control of Skyscanner’s affairs, pursuant to its anticipated acquisition of substantially all of Skyscanner’s issued share capital and its appointment of the members of the Skyscanner Board with effect from completion of the Share Purchase Agreement.

3.                                      Consideration

For legal, regulatory and commercial reasons, the form of consideration offered to Skyscanner shareholders by Ctrip varies. For instance:

·                  the Management Shareholders will receive consideration in the form of cash, Ctrip Shares and Loan Notes (save for one of the Management Shareholders who is to receive cash in deferred instalments in lieu of Loan Notes as a result of being a non-UK resident);

·                  the Institutional and Certain Other Shareholders will receive consideration in the form of cash and Ctrip Shares but will not receive Loan Notes;

·                  recipients of this Offer Document will receive consideration in the form of cash and Loan Notes (in respect of UK Holders) or in the form of cash only (in respect of Non-UK Holders) but will not receive Ctrip Shares;

·                  SIP Shares will be acquired wholly for cash; and

·                  the Shares held by certain former employees will be acquired wholly for cash.

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The consideration in respect of your Shares is set out in your personalised Form of Acceptance. In order to address tax considerations relevant to Non-UK Holders, UK Holders and Non-UK Holders will receive different forms of consideration. For UK Holders, the consideration in respect of your Shares will consist of cash and Loan Notes (the terms of which are set out in Part V of this document). For Non-UK Holders, the consideration in respect of your Shares will consist of cash payable in three instalments. No Loan Notes will be issued to Non-UK Holders. Notwithstanding the different forms of consideration offered to UK Holders and Non-UK Holders, the Offer made to Holders attributes the same notional value to each share in any particular class of Skyscanner shares.

The Acquisition arrangements value:

·            each Ordinary Share at approximately £145.29;

·            each C1 Share at approximately £120.83;

·            each C2 Share at approximately £81.01;

·            each C3 Share at approximately £92.51;

·            each C4 Share at approximately £78.79;

·            each C6 Share at approximately £75.66;

·            each C7 Share at approximately £71.50;

·            each C8 Share at approximately £67.88;

·            each C9 Share at approximately £62.67;

·            each C10 Share at approximately £33.88; and

·            each SIP Share at approximately £145.29.

4.                                      Ctrip

Ctrip is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China.

Ctrip is incorporated in the Cayman Islands and conducts substantially all of its operations in China. With its operational headquarters in Shanghai, it has branches in 17 other major cities in China, including Hong Kong, Beijing, Chengdu, Guangzhou, Shenzhen, Qingdao, Shenyang, Xiamen, Hangzhou, Wuhan, Nanjing, Nantong Sanya, Chongqing, Lijiang, Xi’an and Tianjin.

Ctrip’s American Depositary Shares are listed on the NASDAQ Global Select Market.

Further information relating to Ctrip is available at http://ir.ctrip.com/phoenix.zhtml?c=148903&p=irol-homeprofile.

Save for its interests under the Share Purchase Agreement and the terms of the other arrangements entered into in respect of the Acquisition, Ctrip has no interest in the issued or to be issued share capital of Skyscanner as at the date of this Offer Document.

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5.                                      The Offer

Ctrip offers to acquire the Shares referred to in your personalised Form of Acceptance on the terms and subject to the conditions set out or referred to in this Offer Document and in the personalised Form of Acceptance which accompanies this Offer Document.

The consideration you are entitled to receive for the Shares to which this Offer relates is a combination of cash and Loan Notes (in respect of UK Holders) or cash only payable in three instalments (in respect of Non-UK Holders). The consideration you are entitled to receive is set out in your personalised Form of Acceptance. Further details on the Loan Notes to be issued to UK Holders are set out in paragraph 8 below and in Part V of this document.

Shares acquired by Ctrip pursuant to the Offer will be acquired fully paid with Full Title Guarantee, free from all liens, equities, charges and Encumbrances and together with all rights attaching thereto on or after 5 p.m. on the Closing Date including, without limitation, the right to receive and retain all dividends and other distributions, if any, declared, paid or made on or after that date.

Any transfer of your Shares to Ctrip or its nominee pursuant to the Offer under this Offer Document will be a “Permitted Transfer” for the purposes of the Articles under Article 16.4.

Further details of the other terms of the Offer are set out in Parts III and IV of this Offer Document and in the Form of Acceptance.

Your attention is drawn to the procedure for actions to be taken to accept the Offer which is set out in paragraph 13 below and in the Form of Acceptance.

6.                                      Share Purchase Agreement and Condition to the Offer

Ctrip has entered into the Share Purchase Agreement with the Management Shareholders and the Institutional and Certain Other Shareholders. Under the Share Purchase Agreement, subject to certain conditions, the Management Shareholders and Institutional and Certain Other Shareholders have agreed to sell their shares in the capital of Skyscanner to Ctrip.

Completion of the Share Purchase Agreement is subject to and conditional upon the satisfaction or waiver of certain conditions set out in the Share Purchase Agreement, including conditions relating to the acquisition by Ctrip of all, or substantially all, of the issued and to be issued share capital of Skyscanner by means of the various arrangements pursuant to which Acquisition is to be implemented. In particular, completion of the Share Purchase Agreement is conditional upon acceptances of the Offer having been received in respect of substantially all of the Shares from recipients of this Offer.

The Offer is subject to and conditional upon completion under the Share Purchase Agreement occurring on or before the Longstop Date. Hence, if completion of the Share Purchase Agreement does not occur due to, for example, Ctrip having received insufficient acceptances of the Offer, the Offer will lapse and Holders will not be entitled to receive any consideration in respect thereof.

Under a separate warranty deed, the Management Shareholders have also granted customary warranties to Ctrip relating to the Skyscanner Group.

7.                                      Cash Consideration

Following the Closing Date, the Cash Consideration in respect of UK Holders will be payable in one instalment as set out in paragraph 2 of Part III of this document.

Following the Closing Date, the Cash Consideration in respect of Non-UK Holders will be payable in three instalments. The first instalment (as to 72.5% of Cash Consideration payable to Non-UK Holders) will be paid promptly following the Closing Date, the second instalment (as to 4.7% of Cash Consideration payable to Non-UK Holders) will be paid immediately following the first anniversary of the Closing Date and the third instalment (as to 22.8% of Cash Consideration payable to Non-UK Holders) will be paid immediately following the third anniversary of the Closing Date as set out in paragraph 2 of Part III of this document. The amount of each instalment is set out in the personalised Form of Acceptance for each Non-UK Holder.

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8.                                      Loan Notes

In respect of UK Holders only, at the Closing Date, Ctrip will issue to you the number of Loan Notes set out in your Form of Acceptance.  A Loan Note certificate in respect of the Loan Notes issued to you will set out various conditions relating to the Loan Notes.

Save in the event that Ctrip defaults in repaying Loan Notes on the due date for repayment, no interest will be payable on the Loan Notes.

The Loan Notes will be redeemable as follows:

(a)                                                         following the first anniversary of the Closing Date, 17% of the Loan Notes which were issued to that Noteholder at the Closing Date will be redeemed (e.g. by way of illustrative example, if a Noteholder is issued with £10,000 of Loan Notes at the Closing Date, £1,700 of those Loan Notes will be redeemed (at par value of £1,700) following the first anniversary of the Closing Date and the Noteholder would then hold a balance of £8,300 of Loan Notes); and

(b)                                                         the balance of the Loan Notes will be redeemed at par immediately following the third anniversary of the Closing Date (e.g. by way of illustrative example: if a Noteholder is issued with £10,000 of Loan Notes at the Closing Date, £1,700 of such Loan Notes will be redeemed following the first anniversary of the Closing Date as described above and the balance of £8,300 of the Loan Notes will be redeemed (at par value of £8,300) immediately following the third anniversary of the Closing Date).

9.                                      Optionholders and holders of Conditional Subscription Shares

In order to participate in the Offer, any Options or rights to subscribe for Conditional Subscription Shares you hold must be exercised and the Shares you acquire on exercise will be sold to Ctrip pursuant to the terms of the Offer.  In order to exercise your Option(s) or right(s) to subscribe for Conditional Subscription Shares, you must pay the Exercise Price (as defined in the EMI Rules) or the Subscription Price (as defined in your Conditional Subscription Agreement(s)) (as appropriate).

The Skyscanner Board has determined that it will allow you to exercise your Options or your right to subscribe for Conditional Subscription Shares pursuant to the terms of the EMI Rules or your Conditional Subscription Agreement(s) (as appropriate) on a cashless basis. This means that your Exercise Price (as defined in the EMI Rules) or the Subscription Price (as defined in your Conditional Subscription Agreement(s)) (as appropriate) will be deducted from the consideration to be paid to you pursuant to acceptance of the Offer. The Form of Acceptance sets out the cashless exercise proposal in more detail and, by executing the Form of Acceptance, you agree that you exercise your Option(s) or your right to acquire Conditional Subscription Shares, immediately prior to, but conditional on, the Offer becoming wholly unconditional, on a cashless basis.

Subject therefore to: (a) you signing the Form of Acceptance; and (b) the Offer being declared or becoming wholly unconditional, Skyscanner will issue and/or transfer (or procure the transfer) to you of such number of Option Sale Shares or Conditional Sale Shares which are subject to your Option or Conditional Subscription Agreement(s) (as appropriate) so that such Option Sale Shares or Conditional Sale Shares are acquired by Ctrip under the Offer.

10.                               SIP Participants and SIP Equivalent Participants

Ctrip will make a separate offer in respect of the SIP Shares to which SIP Participants and SIP Equivalent Participants are entitled.

SIP Participants and SIP Equivalent Participants will be contacted separately to explain these proposals.

The Accumulation Period (as defined in the SIP Rules) during which SIP Participants can make SIP Share contributions usually runs from 1 April to 31 March in each year. Under the terms of the SIP Rules, the 2016/2017 Accumulation Period will immediately come to an end when the Offer becomes or is declared wholly unconditional. In order to allow SIP Participants to make their maximum contribution for 2016/2017, Skyscanner is offering SIP Participants the opportunity to make top-up contributions (the “Top-up Contributions”) up to the maximum

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contributions such SIP Participants are on track to make for the 2016/2017 Accumulation Period if their current contributions continued until 31 March 2017. The consideration set out in your Form of Acceptance assumes that all SIP Participants elect to make Top-up Contributions. In the event that some SIP Participants do not elect to make Top-up Contributions, the consideration which you receive may be greater than that shown in your personalised Form of Acceptance.

11.                               Bonus arrangements

Separate and distinct from the Offer and the consideration offered hereunder, Ctrip and Skyscanner have agreed a package of incentivisation arrangements to be put in place in order to incentivise and reward employees of the Skyscanner Group following the Closing Date.

The incentivisation package includes:

·                  a cash bonus to reward and recognise the contribution of all employees to the development and growth of the business, which will generally be subject to remaining in employment at the time of payment and to the employee’s performance grading in personal strategy reviews. For most employees, this will be paid in two tranches. The first tranche will be paid  as soon as practicable following the date falling six months after the Closing Date and the second tranche will be paid as soon as practicable following the date falling 18 months after the Closing Date. A number of employees (principally being those who have not to date participated to a material extent in Skyscanner’s incentivisation arrangements) will either receive a cash bonus payable shortly after the Closing Date and will be eligible for further payments following the 6 and 18 month dates referred to above or will only receive the cash bonus shortly after the Closing Date. The aggregate funding available for the cash bonus plan is £20 million; and

·                  a performance bonus plan, to provide an additional cash bonus for employees at Skyscanner’s discretion and subject to continuing growth in revenue and earnings. The aggregate funding available for this performance bonus plan is £80 million. The first half of this aggregate funding (i.e. £40 million) is available to fund bonuses awarded to such employees as Skyscanner in its discretion may determine, if the following targets are both met in any future twelve month period:

(a)                                the Skyscanner Group’s revenue for that twelve month period is above £400 million; and

(b)                                the Skyscanner Group’s EBITDA for that twelve month period is above £100 million.

The second half of this aggregate funding (i.e. £40 million) is available to fund bonuses awarded to such employees as Skyscanner in its discretion may determine, if the following targets are both met in any future twelve month period:

(a)                                the Skyscanner Group’s revenue for that twelve month period is above £600 million; and

(c)                                 the Skyscanner Group’s EBITDA for that twelve month period is above £150 million.

Payments under this performance bonus plan will also be subject to remaining in employment at the time of payment and to the employee’s performance in personal strategy reviews.

You will receive a separate letter from Skyscanner in respect of these arrangements.

12.                               Re-designation of Shares and New Articles of Association

It is proposed that the Resolutions will be passed as written resolutions prior to, but to take effect immediately following, the Closing Date in order to simplify Skyscanner’s share structure and adopt new articles of association of Skyscanner. Pursuant to the Resolutions, it is proposed that, inter alia, the entire issued share capital of Skyscanner will be re-designated as

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ordinary shares of 0.01 pence each and Deferred Shares. The Form of Acceptance contains all necessary class consents required in relation to the Resolutions and a power of attorney in terms of which you will appoint any director of Skyscanner as your attorney for the purposes of passing the Resolutions (if your approval is required) and agreeing to the variation and/or abrogation of rights attaching to the class(es) of share held by you.

12.                               Information relating to Skyscanner

As Skyscanner is unquoted, there is no ready market for Shares.  If the Offer is not successful, there is no certainty that Holders, either as a whole or individually, will be able to sell their Shares in the future at the price at which the Offer is being made or at any other price.

13.                               Actions to be taken to accept the Offer

Your attention is drawn to paragraph 5 of Part III of this Offer Document and to the Form of Acceptance, which set out the procedure for acceptance of the Offer.

In order to accept the Offer in respect of your Shares, you should complete and electronically sign and submit the Form of Acceptance as soon as possible. Holders are urged to submit their completed and validly executed Forms of Acceptance by no later than 5.00pm on 4 December 2016.

In the event that you are an Optionholder and/or have rights to subscribe for Conditional Subscription Shares, the Form of Acceptance enables you to exercise your rights to exercise your Options and/or rights to subscribe for Conditional Subscription Shares and to sell those Shares pursuant to the Offer.

In the event that you wish to accept the Offer in respect of your Shares and you are in possession of share certificate(s) or other documents of title in respect of all your Shares, please return the relevant share certificate(s) or other documents of title by post or by hand (during normal business hours only) to Skyscanner Holdings Limited at Quartermile One, 15 Lauriston Place, Edinburgh EH3 9EN, United Kingdom for the attention of Skyscanner Secretary (Carolyn Jameson) as soon as possible but, in any event, so as to be received by no later than 5.00pm on 4 December 2016.

If you are in any doubt as to the action you should take, you should seek your own independent professional financial advice. Holders should consult with their own advisers with respect to the tax consequences of accepting the Offer.

You are urged to accept the Offer and to sign and submit the Form of Acceptance as soon as possible.

14.                               Validity of acceptances

Ctrip reserves the right, subject to the terms of the Offer and the Form of Acceptance, to treat as valid in whole or part any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title. In that event, the consideration under or in consequence of the Offer will not be paid until after the relevant share certificate(s) and/or other document(s) of title, or indemnities satisfactory to Ctrip, have been received.

Your attention is drawn to the information set out in the rest of this Offer Document and the Form of Acceptance.

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15.                               Overseas shareholders

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions in which they are located. This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The attention of Holders who are citizens or residents of jurisdictions outside the United Kingdom or who are holding Shares for such citizens or residents and any person (including, without limitation, any custodian, nominee or trustee) who may have an obligation to forward any document in connection with the Offer outside the United Kingdom is drawn to Part VI of this Offer Document.

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PART III

MECHANICS OF THE OFFER

1.                                      Introduction

This part of the Offer Document sets out the mechanics of the Offer, containing the more general terms surrounding the Offer and providing information in relation to the acceptance thereof.

The procedure for accepting the Offer is set out in the Form of Acceptance which accompanies this Offer Document. In order to accept the Offer in respect of your Shares, you must complete and electronically sign and submit the Form of Acceptance as soon as possible. Holders are urged to submit their completed and validly executed Forms of Acceptance by no later than 5.00pm on 4 December 2016. In the event that you are an Optionholder and/or have rights to subscribe for Conditional Subscription Shares, the Form of Acceptance enables you to exercise your rights to exercise your Options and/or rights to subscribe for Conditional Subscription Shares and to sell those Shares pursuant to the Offer. The Holders are invited to return their Forms of Acceptance as soon as possible.

2.                                      The Offer and Settlement

The Offer is subject to the terms and conditions set out in this Part III and Part IV of this Offer Document and in the Form of Acceptance.

Settlement of Cash Consideration for UK Holders

Subject to the Offer becoming or being declared wholly unconditional, and provided that the Form of Acceptance, share certificate(s) and/or other document(s) of title are in order, settlement of the Cash Consideration to which any Non-UK Holder is entitled under the Offer will be despatched as follows: Ctrip will remit the relevant Cash Consideration to Skyscanner on the Closing Date by way of electronic transfer and Skyscanner will within fifteen (15) Business Days of receipt of such Cash Consideration remit such Cash Consideration less any Permitted Deduction to the relevant validly accepting Holder by way of electronic transfer to the Holder’s bank account to which their salary is usually paid.

An instruction to send electronically a sum to which a Holder is entitled shall, when acted upon by Ctrip or on its behalf and sent to Skyscanner, be an effective discharge of Ctrip’s obligation to pay such sum and Ctrip shall not be concerned to see to the application or be answerable for the loss or misappropriation of such sum. By executing the Form of Acceptance, Holders will appoint Skyscanner as their agent for the purposes of receiving the Cash Consideration from Ctrip and effecting any Permitted Deduction.

Settlement of Cash Consideration for Non-UK Holders

Subject to the Offer becoming or being declared wholly unconditional, and provided that the Form of Acceptance, share certificate(s) and/or other document(s) of title are in order, settlement of the Cash Consideration to which any Non-UK Holder is entitled under the Offer will be paid in three instalments to be despatched as follows:

(a)                                Ctrip will remit the relevant first instalment of the Cash Consideration to Skyscanner on the Closing Date by way of electronic transfer and Skyscanner will within fifteen (15) Business Days of receipt of such Cash Consideration remit such Cash Consideration less any Permitted Deduction to the relevant validly accepting Holder by way of electronic transfer to the Holder’s bank account to which their salary is usually paid;

(b)                                Ctrip will remit the relevant second instalment of the Cash Consideration to Skyscanner on the first anniversary of the Closing Date by way of electronic transfer

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and Skyscanner will within fifteen (15) Business Days of receipt of such Cash Consideration remit such Cash Consideration to the relevant validly accepting Holder by way of electronic transfer to the Holder’s bank account to which their salary is usually paid; and

(c)                                 Ctrip will remit the relevant third instalment of the Cash Consideration to Skyscanner on the third anniversary of the Closing Date by way of electronic transfer and Skyscanner will within fifteen (15) Business Days of receipt of such Cash Consideration remit such Cash Consideration to the relevant validly accepting Holder by way of electronic transfer to the Holder’s bank account to which their salary is usually paid.

An instruction to send electronically a sum to which a Holder is entitled shall, when acted upon by Ctrip or on its behalf and sent to Skyscanner, be an effective discharge of Ctrip’s obligation to pay such sum and Ctrip shall not be concerned to see to the application or be answerable for the loss or misappropriation of such sum. By executing the Form of Acceptance, Holders will appoint Skyscanner as their agent for the purposes of receiving the Cash Consideration from Ctrip and effecting any Permitted Deduction.

Issuing of Loan Notes to UK Holders

Subject to the Offer becoming or being declared wholly unconditional, and provided that the Form of Acceptance, share certificate(s) and/or other document(s) of title are in order, the Loan Notes to which any UK Holder is entitled under the Offer will be issued as follows: in the case of acceptances received, valid and complete in all respects before the date on which the Offer becomes or is declared wholly unconditional, Ctrip will issue the Loan Notes to the relevant Holder(s) on the Closing Date and Loan Note certificate(s) in respect of such Loan Notes will be despatched to the relevant Holder(s) within fifteen (15) Business Days of the Closing Date.

All Loan Note certificates will be despatched to the relevant Holders by Ctrip sending such Loan Note certificates to the Company Secretary of Skyscanner (currently Carolyn Jameson), c/o Skyscanner Holdings Limited, Quartermile One, 15 Lauriston Place, Edinburgh EH3 9EN, United Kingdom. The Company Secretary of Skyscanner will hold the original Loan Note certificates for all relevant Holders for ease of safekeeping and each relevant Holder will in due course be provided with a copy of his/her Loan Note certificate.  If any Holder wishes to hold the original of their Loan Note certificate, they should request the original Loan Note certificate from the Company Secretary of Skyscanner from time to time. By executing the Form of Acceptance, Holders will appoint Skyscanner as their agent for the purposes of receiving the Loan Note certificates from Ctrip.

The Loan Notes are not transferable. In the case of death of a registered holder of Loan Notes or of any other event giving rise to the transmission of the Loan Notes by operation of law, the only persons recognised by Ctrip as having any title to such Loan Notes of such registered holder are the executors or administrators of that deceased registered holder’s estate or such other person or persons as the directors of Ctrip may reasonably determine. Any person becoming entitled to the Loan Notes as a result of such transmission may, upon producing such evidence as reasonably required by the directors of Ctrip, be registered as the holder of such Loan Notes.

Your attention is drawn to the procedure for acceptance set out at paragraph 5 of this Part III below.

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3.                                      Conditions of the Offer

The Offer is conditional upon the satisfaction of the Condition referred to in Part IV of this Offer Document.

4.                                      Holders Resident Overseas

If you are resident outside the United Kingdom, you should consult professional advisers as to any governmental or other consents required or other formalities that need to be observed in order for you to be able to accept the Offer.

In particular, unless otherwise determined by Ctrip, the Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of (including, without limitation, facsimile transmission, telex, telephone or e-mail) of commerce of, or any facilities of, a national securities exchange of, Australia, Canada or South Africa, and cannot be accepted by any such use, means, instrumentality or facility from or within Australia, Canada or South Africa, nor is it being made in or into any jurisdiction where they such delivery or receipt of the Offer would be contrary to applicable law in that jurisdiction, and the Offer is not capable of acceptance from any such jurisdiction by any such use, means, instrumentality or facilities.

The Loan Notes are not being offered to Non-UK Holders, have not been and will not be registered under the U.S. Securities Act and applicable state law, and are not being sold, directly or indirectly, in the United States or to U.S. Persons. Further, no prospectus in relation to the Loan Notes has been, or will be lodged with, any securities regulator in Australia, Canada or South Africa, and no steps have been, or will be, taken to enable the Loan Notes to be offered in compliance with the applicable securities laws of Australia, Canada or South Africa.  Consequently, the Loan Notes are not being offered, sold or delivered, directly or indirectly, in or into Australia, Canada or South Africa, or any other jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction.

This Offer Document and the Form of Acceptance should not be distributed, forwarded or transmitted in or into Australia, Canada or South Africa or any other jurisdiction where it would be unlawful to do so.

The non-transferable nature of the Loan Notes means that this Offer does not constitute a prospectus under, and is not subject to, the Prospectus Directive. Therefore, the Offer has not been approved by the United Kingdom Financial Conduct Authority or any other competent regulatory authority of any Member State of the European Economic Area. For the purposes of this paragraph, Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in any Member State of the European Economic Area.

5.                                      Procedure for Acceptance of the Offer

This section should be read with the notes on the Form of Acceptance.

In order to accept the Offer in respect of your Shares, you must complete and electronically sign and submit the Form of Acceptance as soon as possible. Holders are urged to submit their completed and validly executed Forms of Acceptance by no later than 5.00pm on 4 December 2016. In the event that you are an Optionholder and/or have rights to subscribe for Conditional Subscription Shares, the Form of Acceptance enables you to exercise your rights to exercise your Options and/or rights to subscribe for Conditional Subscription Shares and to sell those Shares pursuant to the Offer. Holders are invited to return their Forms of Acceptance as soon as possible.

In the event that you wish to accept the Offer in respect of your Shares and you are in possession of share certificate(s) or other documents of title in respect of all your Shares, please return the relevant share certificate(s) or other documents of title by post or by hand (during normal business hours only) to Skyscanner Holdings Limited at Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EN, United Kingdom for the

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attention of Skyscanner Secretary as soon as possible but, in any event, so as to be received by no later than 5.00pm on 4 December 2016.

If you wish to accept the Offer and have lost your share certificate(s) and/or other document(s) of title, or if those are not available, the Form of Acceptance should nevertheless be electronically signed and returned as stated above. The Form of Acceptance contains a form of indemnity for the number of Shares you hold for the missing, destroyed or misplaced share certificate(s). You should then arrange for the relevant share certificate(s) and/or other document(s) of title to be forwarded as soon as possible thereafter if they are found or become available. Further details are set out in the Form of Acceptance.

Ctrip reserves the right, at its sole discretion, to treat as invalid any Form of Acceptance which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title.

The availability of the Offer to persons who are citizens or residents outside of the United Kingdom may be affected by the laws of the relevant jurisdictions.  Such persons should inform themselves about and observe any applicable requirements. The attention of any such persons is drawn to paragraph 6 of Part IV of this Offer Document and to Part VI of this Offer Document. Any Form of Acceptance which appears to Ctrip or its agents to have been submitted from Australia, Canada or South Africa may be treated as invalid.

Your attention is drawn to the conditions attached to the Offer, including the information relating to the Form of Acceptance, to the letter from the Chief Executive Officer of Skyscanner set out in Part I and to the letter from the Director and Chief Executive Officer of Ctrip set out in Part II.

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PART IV

TERMS OF THE OFFER

Except where the context requires otherwise, any reference in this Offer Document and in the Form of Acceptance:

(a)                                 to the Offer will include any revision, variation or extension of the Offer;

(b)                                 to the Offer becoming unconditional will include the Offer becoming or being declared unconditional in all respects; and

(c)                                  to acceptances of the Offer includes deemed acceptances of the Offer.

Ctrip reserves the right in its sole discretion to amend and vary the timing and the procedure for implementation of the Offer, including the terms and the timing of the Offer as set forth in paragraph 4 below but excluding any reduction in the Consideration. Notwithstanding the foregoing, in the event of a Dividend Payment, Ctrip reserves the right to reduce the Consideration by an amount up to the amount of any Dividend Payment.

The following further terms apply, unless the context requires otherwise, to the Offer.

1.                                      Title to the Shares

Electronic signature and delivery of the Form of Acceptance will constitute warranties by the accepting Holder in the terms set out in paragraph 5 below in respect of the Shares for which the Offer is accepted and that the accepting Holder has full power to accept the Offer and to enter into and perform the transaction contemplated in accordance with this Offer Document and will constitute a binding obligation in accordance with its terms.

2.                                      Condition

The Offer is subject to and conditional upon completion under the Share Purchase Agreement becoming effective on or before the Longstop Date.

3.                                      Lapse of Offer

(a)                                 The Offer will lapse unless the Condition is fulfilled or waived or has been determined by Ctrip in its reasonable opinion to be or to remain satisfied, in each case no later than the Longstop Date; and

(b)                                 If the Offer so lapses, the Offer will cease to be capable of further acceptance and accepting Holders and Ctrip will cease to be bound by any Form of Acceptance submitted before the time the Offer lapses.

4.                                      Acceptance Period

The Offer will remain open for acceptance until no later than 5.00pm on 31 December 2016 (or such later time(s) and/or date(s) as Ctrip may decide) following which the Offer will close. For the avoidance of doubt, Ctrip in its absolute discretion shall be entitled to extend the period for acceptances of the Offer in respect of any particular Holder(s). In the event that Ctrip extends the period for acceptances of the Offer in respect of any particular Holder(s) until after the Closing Date, references to the “Closing Date” in paragraph 5(b) below and in the Form of Acceptance shall in respect of such Holder(s) mean the date of closing of the Offer in respect of such Holder(s).

5.                                      Form of Acceptance

Each Holder by whom, or on whose behalf, any Form of Acceptance is executed irrevocably and unconditionally undertakes, represents, warrants to and agrees with Ctrip (so as to bind him and his personal representatives, heirs, successors and assigns) to the following effect:

(a)                                that the execution of a Form of Acceptance shall constitute an acceptance of the Offer in respect of the numbers and classes of Shares inserted, or deemed to be inserted, in the Form of Acceptance;

(b)                                that the Shares in respect of which the Offer is accepted, or is deemed to be accepted, are

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transferred fully paid with Full Title Guarantee and free from all liens, equities, charges and Encumbrances and together with all rights attaching thereto on or after 5 p.m. on the Closing Date including, without limitation, the right to receive and retain all dividends and other distributions, if any, declared, paid or made on or after that date;

(c)                                 that the electronic execution of the Form of Acceptance and its submission constitutes, subject to the Offer becoming unconditional in all respects in accordance with its terms, the irrevocable separate appointment of Skyscanner and each of its directors as such Holder’s attorney, and an irrevocable instruction to the attorney to complete and execute all or any form(s) of transfer and/or other document(s) in the attorney’s discretion in relation to the Shares referred to in paragraph (a) of this paragraph 5 in favour of Ctrip and to deliver such form(s) of transfer and/or other document(s) at the attorney’s discretion together with any share certificate(s) and/or other document(s) of title relating to such Shares for registration and to execute such other documents and to do all such other acts or things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the acceptance of the Offer and the making of any election thereunder and to vest such Shares in Ctrip or its nominee(s);

(d)                                that, subject to the Offer becoming unconditional in all respects in accordance with its terms, the execution of the Form of Acceptance and its submission constitutes a separate and irrevocable authority and request to Skyscanner or its agents to procure the registration of the transfer of the Shares in certificated form pursuant to the Offer and the delivery of the share certificate(s) and/or other document(s) of title in respect thereof to Ctrip or as it may direct;

(e)                                 that any Form of Acceptance executed and submitted by or on behalf of a Holder shall be irrevocable and cannot be withdrawn;

(f)                                  after the Offer has become unconditional in all respects that:

(i)                                    Ctrip or its agents shall be entitled to exercise or direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Skyscanner or of any class of its shareholders) attaching to any Shares, in respect of which the Offer has been accepted, or is deemed to have been accepted, such votes where relevant to be cast so far as possible to satisfy any outstanding condition of the Offer;

(ii)                                 the execution of a Form of Acceptance by a Holder in respect of the Shares:

(A)                               constitutes an irrevocable authority to Skyscanner from such Holder to send any notice, circular, warrant or other document or communication which may be required to be sent to him as a member of Skyscanner in respect of such Shares to Ctrip at its registered office;

(B)                               constitutes an irrevocable authority to Ctrip or its agents to sign any document and to do such things as may in the opinion of Ctrip or that agent be deemed necessary or desirable in connection with the exercise of any votes or other rights and privileges attaching to such Shares, (including, but without limitation, signing any consent to short notice of a general meeting or form of proxy on his behalf and/or, where appropriate, nominated by Ctrip to attend general meetings and separate class meetings of Skyscanner or its members or any of them (and any adjournment thereof) and/or attending any such meeting and exercising the votes attaching to such Shares on his behalf, where relevant such votes to be cast so far as possible to satisfy any outstanding condition of the Offer);

(C)                               will also constitute the agreement of such Holder not to exercise any of such rights without the consent of Ctrip and the irrevocable undertaking of such Holder not to appoint a proxy to attend and not himself to attend any such general meeting or separate class meeting; and

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(D)                               that the Holder:

(1)                                has not received or sent copies or originals of the Offer Document, the Form of Acceptance or any related offering documents, in, into, or from Australia, Canada or South Africa (a “Restricted Jurisdiction”) and has not otherwise utilised in connection with the Offer, directly or indirectly, the mails for, any means or instrumentality of (including, without limitation, facsimile transmission, telephone or e-mail) of commerce of, or any facility of a national securities exchange, of a Restricted Jurisdiction;

(2)                                was outside a Restricted Jurisdiction when the Form of Acceptance was delivered and at the time of accepting the Offer;

(3)                                in respect of the Shares to which the Form of Acceptance relates, is not an agent or a fiduciary agent on a non-discretionary basis for a principal who has given any instructions with respect to the Offer from within a Restricted Jurisdiction;

(4)                                if a citizen, resident or national of a jurisdiction outside the United Kingdom,  has observed the laws of the relevant jurisdiction, obtained all requisite governmental, exchange control and other consents, complied with all other necessary formalities and paid any issue, transfer or other taxes or other requisite payments due in any such jurisdiction in connection with such acceptance and has not taken or omitted to take any action that may result in Ctrip,  Skyscanner, the Sellers’ Representatives or other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Offer or the Holder’s acceptance thereof;

(g)                                 that the Holder will deliver to Skyscanner his share certificate(s) or other document(s) of title in respect of all Shares held by the Holder, and in respect of which the Offer has been accepted or is deemed to have been accepted, or an indemnity acceptable to Ctrip in lieu thereof as soon as possible and in any event within 3 months of the Offer becoming unconditional in all respects and will execute any further documents, do such acts and give any further assurances that may be required or desirable in connection with his acceptance of the Offer in respect of such shares;

(h)                                that Ctrip or its agents shall be entitled to effect any Permitted Deduction, settle the Cash Consideration less any Permitted Deduction, issue the Loan Notes and despatch the Loan Note certificates in the manner set out in Part III of this Offer Document;

(i)                                    that the Holder is irrevocably and unconditionally entitled to transfer the Shares in respect of which the Form of Acceptance is completed and that the entire beneficial interest in such Shares, in respect of which the Offer is accepted or deemed to be accepted will be acquired by Ctrip or its nominee under the Offer;

(j)                                   that the Holder acknowledges and agrees that any transfer of shares in the capital of Skyscanner to Ctrip by any Skyscanner shareholder pursuant to this Offer, the Share Purchase Agreement and any other documents effecting the Acquisition is a transfer made in accordance with Article 16.4 of the Articles;

(k)                                that the terms and conditions of the Offer contained in this Offer Document will be incorporated and deemed to be incorporated in and form part of the Form of Acceptance, which will be read and construed accordingly;

(l)                                    that the Holder will ratify each and every act or thing which may be done or effected by Ctrip, Skyscanner or any officer or authorised representative or agents of them, as the case may be, in the exercise of any of his or its power and/or authorities hereunder;

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(m)                            that, if any provision of this Offer Document is or becomes unenforceable or invalid or does not or becomes unable to operate so as to afford Ctrip and/or Skyscanner or any officer or authorised representative of any of them or their respective agents the benefit or authority expressed to be given therein, the Holder will, as promptly as practicable, do all such acts and things and execute all such documents that may be required or desirable to enable those persons to secure the full benefit of this Offer Document;

(n)                                that the Holder accepts the Offer on the basis of the information set out in this Offer Document and the Form of Acceptance;

(o)                                 that all powers of attorney, appointments of agents and authorities conferred by those conditions or in the Form of Acceptance are given by way of security for the performance of the obligations of the Holder concerned and are irrevocable;

(p)                                 that the Holder waives any right of pre-emption over any Shares set out in the Articles or otherwise; and

(q)                                 that the Holder appoints Carolyn Jameson and Colin McLellan of c/o Skyscanner Holdings Limited, Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EN, United Kingdom to be the Sellers’ Representatives for all purposes of this Offer Document.

6.                                      Non-UK Applicants

No person receiving a copy of this Offer Document or a Form of Acceptance in any territory other than the UK may treat the same as constituting an invitation or offer to him, nor should he in any event use such Form of Acceptance unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Form of Acceptance could lawfully be used without contravention of any registration or other legal requirements. It is the responsibility of any person outside the UK wishing to make an application hereunder to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.

7.                                      Definitions

Save where the context otherwise requires, words and expressions defined in this Offer Document have the same meanings when used in the Form of Acceptance and any other explanatory notes in relation thereto.

8.                                      General

(a)                                 References to a Holder include references to the person or persons executing a Form of Acceptance and any person or persons on whose behalf such person or persons executing the Form of Acceptance is/are acting.  In the event of more than one person executing a Form of Acceptance such paragraphs will apply jointly and severally;

(b)                                 Any omission or failure to despatch this Offer Document, the Form of Acceptance or any other document relating to the Offer and/or any notice required to be despatched under the terms of the Offer to or any failure to receive the same by any person to whom the Offer is or should be made will not invalidate the Offer in any way or create any implication that the Offer has not been made to any such person;

(c)                                  Ctrip reserves the right to treat acceptances of the Offer as valid if not entirely in order or not accompanied by the relevant share certificates and/or other relevant documents of title or if received by Ctrip at any place or places determined by it otherwise than as set out in this Offer Document or Form of Acceptance;

(d)                                 The Offer will lapse unless the Condition has been fulfilled or (if capable of being waived) waived or where appropriate has been determined by Ctrip in its reasonable opinion to be or remain satisfied by no later than the Longstop Date. If the Offer lapses for any reason, the

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Offer will cease to be capable of further acceptance and the Holder and Ctrip will cease to be bound by prior acceptances.

(e)                                  The Holders agree that no press conference, announcement or other communication concerning the transactions referred to in this document or in connection with the Skyscanner Group or Ctrip or otherwise relating to the financial condition or trading or financial prospects of the Skyscanner Group shall be made or despatched by the Holders or any Connected Person without the prior written consent of Ctrip save as may be required by:

(i)                  law; or

(ii)              any applicable regulatory authority to which either party is subject where such requirement has the force of law.

(f)                                   The Holders shall treat as strictly confidential all information received or obtained as a result of entering into or performing any obligations in this document or supplied by on or behalf of Ctrip or the Skyscanner Group in the negotiations leading to this document, which relates to the provisions of this Offer Document, the negotiations relating to this Offer Document or, the subject matter of the document or in any of these cases relating to the Form of Acceptance (the “Information”) and shall not without the prior written consent of Ctrip publish or otherwise disclose to any person any Information except to the extent that:

(i)                  the Information before it is furnished to the Holder is in the public domain; or

(ii)               the Information after it is furnished to the Holder enters the public domain otherwise than as a result of a breach by the Holder of its obligations to treat such information as confidential; or

(iii)            the Holder discloses the Information to any person in compliance with any requirement of law; in response to any applicable regulatory authority to which it is subject where such requirement has the force of law; in order to obtain tax or other clearance consents from HM Revenue & Customs or other relevant taxing or regulatory authority.

(g)                                  Subject to paragraph (s) of Section B of the Form of Acceptance, the Offer, all Forms of Acceptance and all acceptances in respect thereof and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. Subject to paragraph (s) of Section B of the Form of Acceptance, the courts of England are to have exclusive jurisdiction to settle any matter, dispute or claim arising out of or in connection with the Offer, the Forms of Acceptance and all acceptances in respect thereof.

(h)                                This Offer Document is being distributed on the basis that the proposed Offer is one falling within Article 62(2) (Sale of a body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529) in that the purpose of the Offer (together with the other transactions pursuant to which the Acquisition is to be implemented) is for Ctrip to acquire the day-to-day control of the affairs of Skyscanner.

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PART V

PRINCIPAL TERMS OF THE LOAN NOTES

The Loan Notes will be created by a resolution of the directors of Ctrip and will each be constituted by a loan note instrument (the “Loan Note Instrument”) executed as a deed by Ctrip on the Closing Date. The Loan Notes will only be issued to UK Holders and will not be issued to Non-UK Holders. The Loan Notes will be an obligation of Ctrip pursuant to the Loan Note Instrument. The Loan Note Instrument contains, among other things, provisions to the effect set out below:

1.                                      Form and Status

The Loan Notes will be issued by Ctrip in integral multiples of £1 in nominal amount and will constitute unsecured and unsubordinated obligations of Ctrip, except for those obligations as may be preferred by law. The Loan Note instrument will not contain any restrictions on borrowing, disposing or charging of assets by Ctrip.

The Loan Notes will be in registered form. Ctrip shall keep a record of the Noteholders in a register (the “Register”). The Register is further detailed in clause 8 of the Loan Note Instrument.

Title to the Loan Note passes only on due registration on the Register and any payment due on the Loan Note will be made only to the duly registered Noteholder. The Loan Note certificates are further described in clause 7 of the Loan Note Instrument.

2.                                      Interest

Save in the event that Ctrip defaults in repaying Loan Notes on a due date for repayment, no interest will be payable on the Loan Notes.

3.                                      Repayment, Purchase and Redemption

On the first anniversary of the Closing Date, a Noteholder shall be repaid at par 17% of the Loan Notes which were issued to that Noteholder at the Closing Date.

The balance of the Loan Notes will be redeemed at par immediately following the third anniversary of the Closing Date.

4.                                      Repayment on Default

By a decision of the majority of the Noteholders, the Noteholders may by written notice to Ctrip direct that the Loan Notes held by Holders who become Noteholders following the Closing Date, and any other sum then payable on such Loan Notes, be due and payable immediately upon the occurrence of any of the following:

(a)                                Failure to pay:  Ctrip fails to pay any principal monies on any of the Loan Notes within five Business Days after the due date for payment therefor unless Ctrip’s failure to pay is caused by administrative or technical error or delay in the transmission of funds outside the control of Ctrip and, in such circumstances, payment is made within ten Business Days of the due date for such payment;

(b)                                Breach of undertaking:  Ctrip fails to perform or comply with any material obligation (other than an obligation to pay principal in respect of the Loan Notes) expressed to be assumed by it in the Loan Notes Instrument and such failure continues for 20 Business Days after written notice has been given by any Noteholder requiring remedy thereof;

(c)                                 Insolvency: Ctrip is or is adjudged by a court of competent jurisdiction to be insolvent or unable to pay its debts (as defined in section 93(c) of the Companies Law of the Cayman Islands, but for these purposes ignoring the deeming provisions of section 93(a) of the Companies Law of the Cayman Islands), stops, suspends or threatens to

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stop or suspend payment of all or any material part of its indebtedness or commences negotiations with any one or more of its creditors (other than the Noteholders) with a view to the general readjustment or re-scheduling of all or any material part of its indebtedness or makes a general assignment for the benefit of, or composition with or for the benefit of its creditors (or any class of its creditors) or a moratorium is agreed or declared in respect of, or affecting, all or a material part of its indebtedness and such circumstances would, or might reasonably be expected to, have a Material Adverse Effect;

(d)                                Winding-up: an order is made or an effective resolution is passed by Ctrip or a court of competent jurisdiction for the winding up or dissolution of Ctrip (other than for the purposes of a bona fide, solvent scheme of reconstruction or amalgamation whereunder a successor company undertakes the obligations of Ctrip), or an administrative or other receiver, administrator, liquidator, provisional liquidator, trustee or similar officer is appointed over all or any material part of its assets;

(e)                                 Enforcement proceedings:  any expropriation, attachment, sequestration, distress, attachment, execution or other legal process is levied, enforced or sued out on or against all or any material part of the assets of Ctrip which (1) is not discharged or stayed within 20 Business Days of having been so levied, enforced or sued out and (2) would, or might reasonably be expected to, have a Material Adverse Effect;

(f)                                  Analogous proceedings:  anything analogous to or having a substantially similar effect to any of the events specified in paragraphs (c) to (e) inclusive shall occur under the laws of any applicable jurisdiction;

(g)                                 Encumbrance enforceable:  any encumbrance on or over the all or any material part of the assets of Ctrip becomes enforceable and any formal, legal step (including the taking of possession or the appointment of a receiver, manager or similar person) is taken by the holder of such encumbrance to enforce that encumbrance other than where the same is frivolous or vexatious and is suspended within 21 days or other than where such circumstance would not, or might reasonably not be expected to, have a Material Adverse Effect;

(h)                                Illegality:  it is or will become unlawful for Ctrip to perform or comply with any material obligations under the Loan Note Instrument or any such obligation is not or ceases to be legal, valid and binding; or

(i)                                    Cessation of business: Ctrip ceases to carry on the whole of the business it carries on the date of this instrument or a substantial part thereof,

Where:

“Material Adverse Effect” means any event or circumstance which, taking into account all relevant circumstances, has a material adverse effect on the business operations and financial performance of Skyscanner and its Subsidiaries, taken as a whole.

5.                                      Non-Transferability

The Loan Notes are non-transferable and no application has been made or will be made to any stock exchange for the Loan Notes to be listed or otherwise dealt in.

The Notes have not been and will not be registered under the U.S. Securities Act, any state securities laws in the United States or the securities laws of any other jurisdiction and have been initially placed pursuant to exemption from the U.S. Securities Act and such other laws and may not be reoffered, resold, pledged, or otherwise transferred except by descent or by operation of law.

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6.                                      Modification

The provisions of the Loan Note Instrument and the rights of the Noteholders may from time to time be modified, abrogated or varied in any respect with the sanction of the majority of the Noteholders and with the consent of Ctrip.

Notwithstanding the above, Ctrip may (by instrument expressed to be supplemental to the Loan Note Instrument) from time to time amend the Loan Note Instrument without the sanction of an extraordinary resolution if such amendment would not (in the good faith opinion of Ctrip’s board of directors) be prejudicial to the interests of the Noteholders or if such amendment is of a formal, minor or technical nature or is made to correct a manifest error in its terms.

7.                                      Governing Law

The Loan Notes, the Loan Note Instrument and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.

The courts of England are to have exclusive jurisdiction to settle any matter, dispute or claim arising out of or in connection with the Loan Note Instrument and the Loan Notes.

The above represents a summary of the terms of the Loan Notes and is subject to the detailed provisions of the Loan Note Instrument which will govern the rights and obligations of Ctrip and the Noteholders with respect to the Loan Notes.

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PART VI

IMPORTANT INFORMATION

The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the content of this document, you should consult your own legal, financial or tax adviser for legal, business, financial or tax advice. The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Offer other than such information or representations as are contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Ctrip or Skyscanner.

General

This Offer Document should not be distributed, forwarded or transmitted in or into Australia, Canada, the People’s Republic of China (which for this purpose only should exclude the Hong Kong and Macau Special Administrative Regions and Taiwan) or South Africa. To the best of the knowledge and belief of the directors of Ctrip.com International, Ltd., who have taken all reasonable care to ensure that such is the case, the information contained in this Offer Document is in accordance with the facts and does not omit anything likely to affect the import of such information. This document should be read in connection with the accompanying Form of Acceptance. The terms of this Offer are recommended by all the directors of Skyscanner Holdings Limited.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions in which they are located. This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Notice to U.S. Holders

The Offer is made for the securities of a UK company. The Offer is subject to disclosure requirements of the United Kingdom that are different from those in the United States. Financial statements included in, or incorporated by reference in, the document, if any, have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies.

The Offer is being made in the United States in reliance on and in compliance with Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended. Ctrip will furnish to the SEC a Form CB with respect to the Offer.

It may be difficult for Holders to enforce their rights and any claim they may have arising under the federal securities laws since Ctrip and Skyscanner are located outside the United States, and some or all of their officers and directors are resident outside the United States. As a result, it may be difficult to compel Ctrip and Skyscanner and their affiliates to subject themselves to a U.S. court’s judgment, or to enforce, in courts outside the United States, judgments obtained in U.S. courts against any such person, including judgments based on the civil liability provisions of the U.S. securities laws. Additionally, Holders may not be able to sue Ctrip or Skyscanner or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.

As further described herein, Holders should be aware that Ctrip may purchase Skyscanner’s securities other than under this Offer, such as in in privately negotiated purchases.

In making the decision whether or not to accept the Offer, Holders must rely upon their own examination of the Offer, including the merits and risks involved.

THE OFFER HAS NOT BEEN APPROVED OR RECOMMENDED BY ANY U.S. FEDERAL OR

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STATE SECURITIES AUTHORITY NOR HAS ANY SUCH AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. THE MAKING OF ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Other Restricted Jurisdictions

Unless otherwise determined by Ctrip, the Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or e-mail) of commerce of, or any facilities of, a national securities exchange of, Australia, Canada or South Africa, and cannot be accepted by any such use, means, instrumentality or facility from or within Australia, Canada or South Africa, nor is it being made in or into any jurisdiction where they such delivery or receipt of the Offer would be contrary to applicable law in that jurisdiction, and the Offer is not capable of acceptance from any such jurisdiction by any such use, means, instrumentality or facilities.

No prospectus in relation to the Loan Notes has been, or will be lodged with, any securities regulator in the United States, Australia, Canada, the PRC or South Africa, and no steps have been, or will be, taken to enable the Loan Notes to be offered in compliance with the applicable securities laws of the United States, Australia, Canada, the PRC or South Africa.  Consequently, the Loan Notes are not being offered, sold or delivered, directly or indirectly, in or into the United States, Australia, Canada, the PRC or South Africa, or any other jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction.

Forward-looking statements

This Offer Document, oral statements made regarding the Offer, and other information published by Ctrip and Skyscanner contain statements which are, or may be deemed to be, “forward-looking statements”. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Ctrip and Skyscanner about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plan”, “expect”, “budget”, “target”, “aim”, “scheduled”, “estimate”, “forecast”, “intend”, “anticipate”, “assume” or “believe”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Ctrip and Skyscanner believe that the expectations reflected in such forward-looking statements are reasonable, Ctrip and Skyscanner can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Ctrip and/or Skyscanner) because they relate to events and depend on circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of Ctrip and/or the Skyscanner Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability, disruption in business operations due to re-organisation activities, interest rate, inflation and currency fluctuations, the timing impact and other uncertainties of future or planned acquisitions or disposals or combinations. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this Offer Document. Neither Ctrip nor Skyscanner, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Offer Document will actually occur. All forward-looking statements

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contained in this Offer Document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Ctrip nor Skyscanner is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART VII

FINANCIAL INFORMATION RELATING TO SKYSCANNER

The documents referred to below (which contain financial information in respect of the Skyscanner Group) have been filed at Companies House in the UK and are incorporated into the Offer by reference.

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PART VIII

ADDITIONAL INFORMATION

1.                   Directors

1.1. The Ctrip Directors and their respective positions are set out below:

The registered office of Ctrip is the offices of Maples Corporate Services Limited, P.O Box 309, Ugland House, Grand Cayman, KY1-1104 and the principal executive office address of Ctrip is 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China.

1.2. The Skyscanner Directors and their respective positions are as follows:

The registered office of Skyscanner is the offices Suite 7-001, 1 Fore Street, London, EC2Y 5EJ.

2.                   United Kingdom Taxation — UK Holders only

THE CONTENTS OF THIS PART ARE NOT TO BE CONSTRUED AS TAX ADVICE IN RESPECT OF THE IMPACT OF THE OFFER OR OTHERWISE. EACH HOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR FOR TAX ADVICE.

The following statements do not constitute legal or tax advice and are intended only as a general guide to the principal UK tax consequences of the making a Section 431 Election (as defined below) in connection with the Offer. The statements are based on current UK tax law as applied in England and Wales and H.M. Revenue & Customs (“HMRC”) published practice as at the date of this document and such provisions may be repealed, revoked or modified, possibly with retrospective effect, so as to result in UK tax consequences different from those described below. These statements are not intended to be exhaustive and do not purport to be a complete analysis of all UK tax considerations relating to the Offer. The statements below relate only to Holders who are and will be the absolute beneficial owners of his or her Shares and/or Options and who are resident and resident and domiciled in the United Kingdom for UK tax purposes (and any reference to “UK Holders” below should be construed accordingly).

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By signing the Form of Acceptance, UK Holders agree to enter into (if requested to do so by Skyscanner) a joint tax election with your employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) in respect of (where applicable) (a) the Option Sale Shares and/or (b) the Loan Notes (a “Section 431 Election”).

A Section 431 election is a joint election entered into by you and your employer whereby you elect to pay income tax on the unrestricted market value (i.e. the value assuming no restrictions apply) of (i) if you are an Optionholder, the Option Sale Shares you acquire on exercise of your Option and/or (b) the Loan Notes acquired on the sale of your Shares.  If a Section 431 Election is entered into, income tax is payable by you on the difference between the unrestricted market value of (a) the Option Sale Shares and/or (b) the Loan Notes and price you are deemed to have paid for tax purposes.

If you are an Optionholder and you hold Options which are qualifying options for the purposes of Schedule 5 of ITEPA, you will be deemed to have entered into a Section 431 Election in respect of your Option Sale Shares as your Options were granted at a price which represented at least the market value.

If you are Optionholder and you hold Options which are (in whole or in part) unapproved share options, by entering into a Section 431 Election you agree to pay income tax on the difference between the unrestricted market value and the actual market value of your Option Sale Shares. As your Option will be exercised conditional upon and immediately before the Offer is declared or becomes wholly unconditional, it is likely that the unrestricted market value and the actual market value will be the consideration received for your Option Sale Shares and therefore there ought not to be a tax consequence of entering into the Section 431 Election.

If you are receiving Loan Notes by way of consideration for the sale of your Shares, by entering into Section 431 Election, you agree to pay income tax on any difference between the unrestricted market value of the Loan Notes and the value of the Shares which you are deemed to have sold in exchange for the Loan Notes.

If a Section 431 Election is not entered into, when the Option Sale Shares and/or Loan Notes are sold, redeemed or otherwise disposed of (as the case may be) or, if earlier, when any restrictions (such as transfer restrictions) are lifted, part of the increase in value may be subject to income tax under the restricted securities regime. By entering into a Section 431 Election any future gain in value or proceeds received in relation to the Option Sale Shares and/or the Loan Notes should be subject to capital gains tax (at a maximum rate of 20%) rather than the income tax regime.

3.                   Other Information

Save as disclosed in this document:

(a)                                          there is no agreement, arrangement or understanding by which any Shares to be acquired by Ctrip in pursuance of the Offer will be transferred to any other person; and

(b)                                        the Skyscanner Directors are not aware of any significant adverse change in the financial or trading position of Skyscanner since 31 December 2015 (the date to which the most recent annual results of Skyscanner were made up).

4.                   Documents on display

Copies of the following documents will be available free of charge, for inspection at the head office of Skyscanner until the Closing Date:

(a)                                 this document;

(b)                                 the memorandum and articles of association of Skyscanner; and

(c)                                  Skyscanner Holdings Limited annual reports and consolidated financial statements for the years ended 31 December 2013, 31 December 2014 and 31 December 2015.

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PART  IX

DEFINITIONS

The following definitions apply throughout this Offer Document unless the context requires otherwise:

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Exhibit 99.2

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONTACT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT, BANK MANAGER OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IN THE RELEVANT JURISDICTION.

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT IN, INTO OR FROM JURISDICTIONS OTHER THAN THE UNITED KINGDOM AND THE AVAILABILITY OF THE OFFER TO SHAREHOLDERS WHO ARE NOT RESIDENT IN THE UNITED KINGDOM MAY BE RESTRICTED BY THE LAWS OF THOSE JURISDICTIONS. ACCORDINGLY, THOSE PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, NOR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

Unless the context otherwise requires, the definitions set out in the Offer Document dated 24 November 2016 also apply to this document and a reference to any gender includes a reference to the other genders.

FORM OF ACCEPTANCE

for use by Holders in connection with

RECOMMENDED OFFER

by

CTRIP.COM INTERNATIONAL, LTD.

TO ACQUIRE SHARES IN THE SHARE CAPITAL OF

SKYSCANNER HOLDINGS LIMITED

(incorporated in England and Wales with registered number 07777261)

ACTION TO BE TAKEN

·              To accept the Offer, please read the Offer Document (including the letters set out therein from the Chief Executive Officer of Skyscanner Holdings Limited and the Director and Chief Executive Officer of Ctrip.com International, Ltd.) and the terms of this Form of Acceptance and then complete and execute this form by following the instructions and the guidance notes contained in this Form of Acceptance and submit it as soon as possible. You are urged to submit your completed and validly executed Form of Acceptance by no later than 5.00pm on 4 December 2016.

·              Please return your share certificate(s) with your Form of Acceptance. In the absence of that, a form of indemnity for the number of Shares you hold is contained within this Form of Acceptance for the missing, destroyed or misplaced share certificate(s). Cheques or other payment for the Shares will not be despatched until all relevant share certificates or form of indemnity have been received.

ALL REFERENCES TO TIME IN THIS DOCUMENT ARE TO LONDON (I.E. GMT) TIME UNLESS OTHERWISE STATED.

SECTION A — PERSONALISED TERMS OF THE OFFER

This section sets out certain terms of the Offer as they apply to your Shares.

If any of the details above are incorrect, please contact Carolyn Jameson or Graeme Barron immediately.

Subject to the terms and conditions of the Offer Document and this Form of Acceptance:

(1)           the consideration offered for your Shares pursuant to the Offer is:

Please note that the consideration set out above assumes that all SIP Participants elect to make Top-up Contributions. In the event that some SIP Participants do not elect to make Top-up Contributions, the consideration which you receive may be greater than that shown above.

(2)           If you hold Option(s) under the EMI Scheme, in order to participate in the Offer, you must exercise your Option(s).  In accordance with the terms of the EMI Rules, it is a condition of exercise that you pay the Exercise Price (as defined in the EMI Rules) or make arrangements which are in all respects satisfactory to the Skyscanner Board to pay the Exercise Price in full on such date and on such terms as the Skyscanner Board shall determine.  The Skyscanner Board has determined that you may exercise your Option(s) on a cashless exercise basis (the “Option Cashless Exercise Proposal”) whereby you undertake to pay the Exercise Price and authorise an amount equal to the Exercise Price being deducted by Skyscanner from any cash consideration due to be paid to you in respect of the acquisition by Ctrip of the Option Sale Shares (that you acquire on the exercise of your Option) under the Offer.

Skyscanner will also deduct from any cash proceeds due to be paid to you under the Offer any income tax, social security contributions or any other taxes or charges (if any) which are your liability but which Skyscanner (or any other member of the Skyscanner Group) is liable to account on your behalf and of any other withholding required to be made by law in respect of the exercise of your Option(s) and/or the sale of your Option Sale Shares (the “Option Tax Liability”).

By signing this Form of Acceptance, you hereby:

(a)              exercise your Option(s) immediately prior to, but conditional upon, the Offer being declared or becoming wholly unconditional;

(b)              agree to the Option Cashless Exercise Proposal;

(c)              authorise Skyscanner (or any other member of the Skyscanner Group) to deduct from any consideration payable to you in relation to the sale of your Option Sale Shares: (i) the aggregate Exercise Price; and/or (ii) any Tax Liability;

(d)              agree to indemnify Skyscanner (or any other member of the Skyscanner Group) in respect of any Tax Liability and authorise Skyscanner (or any other member of the Skyscanner Group) to arrange for the amount of the Tax Liability to be deducted from your salary and/or agree to pay to Skyscanner (or any other member of the Skyscanner Group) in cleared funds an amount equal to the Tax Liability within 10 Business Days of such amount being notified to you in writing; and

(e)              agree to enter into (if requested to do so by Skyscanner) a joint tax election with your employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (or any such similar election or filing as may be necessary or desirable in any other jurisdiction) in respect of (where applicable) (a) the Option Sale Shares and/or (b) the Loan Notes.

If you do not wish to exercise your Option(s) pursuant to the Option Cashless Exercise Proposal, you must inform Carolyn Jameson or Graeme Barron by no later than 5.00pm on 30 November 2016 and you must make arrangements to pay your Exercise Price together with any Option Tax Liability to Skyscanner in advance of the exercise of your Option(s).

(3)           If you hold a right to subscribe for Conditional Subscription Shares pursuant to the terms of your Conditional Subscription Agreement(s), in order to participate in the Offer, you must exercise your right(s) to acquire Conditional Subscription Shares. In accordance with the terms of your Conditional Subscription Agreement(s), it is a condition of exercise that you pay the Subscription Price (as defined in your Conditional Subscription Agreement(s)). Notwithstanding that the terms of your Conditional Subscription Agreement(s) provide that you must pay the Subscription Price in advance of any such exercise, the Skyscanner Board has determined that you may exercise your right(s) to subscribe for Conditional Subscription Shares on a cashless exercise basis (the “Cashless Exercise Proposal”) whereby you undertake to pay the Subscription Price and authorise an amount equal to the Subscription Price being deducted by Skyscanner from any cash consideration due to be paid to you in respect of the acquisition by Ctrip of the Conditional Subscription Shares (that you acquire on the exercise of your right(s) to acquire Conditional Subscription Shares) under the Offer.

Skyscanner will also deduct from any cash proceeds due to be paid to you under the Offer any income tax, social security contributions or any other taxes or charges (if any) which is your liability but which Skyscanner (or any other member of the Skyscanner Group) is liable to account on your behalf and of any other withholding required to be made by law in respect of the exercise of your right(s) to subscribe for Conditional Subscription Shares and/or the sale of your Conditional Subscription Shares (the “Tax Liability”).

By signing this Form of Acceptance, you hereby:

(a)              exercise your right(s) to subscribe for Conditional Subscription Shares, immediately prior to, but conditional on, the Offer being declared or becoming wholly unconditional;

(b)              agree to the Cashless Exercise Proposal;

(c)              authorise Skyscanner (or any other member of the Skyscanner Group) to deduct from any consideration payable to you in relation to the sale of the Conditional Subscription Shares: (i) the aggregate Exercise Price; and (ii) any Tax Liability;

(d)              agree to indemnify Skyscanner (or any other member of the Skyscanner Group) in respect of any Tax Liability and authorise Skyscanner (or any other member of the Skyscanner Group) to arrange for the amount of the Tax Liability to be deducted from your salary and/or agree to pay to Skyscanner (or any other member of the Skyscanner Group) in cleared funds an amount equal to the Tax Liability within 10 Business Days of such amount being notified to you in writing; and

(e)              agree to enter into (if requested to do so by Skyscanner) a joint tax election with your employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (or any such similar election or filing as may be necessary or desirable in any other jurisdiction) in respect of (where applicable) (a) the Conditional Subscription Shares and/or (b) the Loan Notes.

If you do not wish to exercise your right(s) to subscribe for Conditional Subscription Shares pursuant to the Cashless Exercise Proposal, you must inform Carolyn Jameson or Graeme Barron by no later than 5.00pm on 30 November 2016 and you must make arrangements to pay your Subscription Price together with any Tax Liability to Skyscanner in advance of the exercise of your right(s) to subscribe for Conditional Subscription Shares.

SECTION B — TERMS AND CONDITIONS

Each Holder by whom, or on whose behalf, a Form of Acceptance is executed irrevocably undertakes, represents, warrants and agrees to and with Ctrip (and in respect of paragraphs (d), (e), (g) and (j) — (s) (inclusive) below only, to and with Skyscanner) (so as to bind him, his personal representatives, heirs, successors and assigns) to the following effect:

(a)            that the execution of the Form of Acceptance shall constitute an acceptance of the Offer in respect of the Holder’s Shares on and subject to the terms and conditions set out or referred to in this Form of Acceptance and in Part IV (Terms of the Offer) of the Offer Document and that such acceptance shall be irrevocable and not capable of withdrawal;

(b)            that the Shares in respect of which the Offer is accepted, or is deemed to be accepted, are transferred fully paid with Full Title Guarantee, free from all liens, equities, charges and Encumbrances, and together with all rights attaching thereto on or after 5 p.m. on the Closing Date including, without limitation, the right to receive and retain all dividends and other distributions, if any, declared, paid or made on or after that date;

(c)            that the Form of Acceptance has not been mailed or otherwise sent in, into or from Australia, Canada or South Africa (a “Restricted Jurisdiction”) and that such Holder:

(i)            has not received or sent copies or originals of the Offer Document, the Form of Acceptance, or any related offering documents in, into or from a Restricted Jurisdiction or any other jurisdiction where such actions may constitute a breach of any legal or regulatory requirement, and has not otherwise utilised in connection with the Offer, directly or indirectly, the mails of or any means or instrumentality (including, without limitation, the post, facsimile transmission, e-mail, telex and telephone) of commerce of, or any facility of a national securities exchange of, a Restricted Jurisdiction;

(ii)           was outside a Restricted Jurisdiction when the Form of Acceptance was delivered and at the time of accepting the Offer;

(iii)          in respect of the Shares to which the Form of Acceptance relates, is not an agent or a fiduciary acting on a non-discretionary basis for a principal who has given any instructions with respect to the Offer from within a Restricted Jurisdiction; and

(iv)          if he is a citizen, resident or national of a jurisdiction outside the United Kingdom, has observed the laws of the relevant jurisdiction, obtained all requisite governmental, exchange control and other required consents, complied with all other necessary formalities and paid any issue, transfer or other taxes or other requisite payments due in any such jurisdiction in connection with such acceptance and that he has not taken or omitted to take any action that will or may result in Ctrip, Skyscanner, the Sellers’ Representatives or any other person acting in breach of the legal or regulatory requirements of any territory in connection with the Offer or his acceptance thereof or his receipt of any consideration;

(d)            that the execution of the Form of Acceptance and its electronic submission constitutes the authorities upon the terms set out in paragraph 5 of Part IV of the Offer Document and, subject to the Offer being declared or becoming unconditional in all respects in accordance with its terms, the irrevocable separate appointment of Skyscanner and each of its directors as such Holder’s attorney (the “Attorney”), and an irrevocable instruction to the Attorney to complete and execute all or any form(s) of transfer and/or other document(s) in the Attorney’s discretion in relation to the Shares referred to in paragraph (a) above in favour of Ctrip or such other person nominated by Ctrip and to deliver such form(s) of transfer and/or other document(s) at the attorney’s discretion together with any share certificate(s) and/or other document(s) of title relating to such Shares for registration within 3 months of the Offer being declared or becoming unconditional in all respects and to execute such other documents and to do all such other acts or things and give such assurances as may in the opinion of such Attorney be necessary or desirable for the purpose of, or in connection with, the acceptance of the Offer and the making of any election thereunder and to vest such Shares in Ctrip or its nominee(s);

(e)            that the execution of the Form of Acceptance and its electronic submission constitutes, subject to the Offer being declared or becoming unconditional in all respects, a separate instruction and authorisation to Skyscanner or its agents to procure the registration of the transfer of such Shares at or following the Closing Date;

(f)             that such Holder will deliver, or procure the delivery, to Skyscanner at Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EN, United Kingdom for the attention of the Company Secretary of Skyscanner, of his share certificate(s) and/or other document(s) of title in respect of such Holder’s Shares as soon as possible;

(g)            that to the extent that such Holder does not deliver or procure the delivery in accordance with paragraph (f) above of such share certificate(s) and/or other document(s) of title in respect of such Holder’s Shares on or before the Closing Date, such Holder:

(i)            represents and warrants to Skyscanner that such Holder is the registered holder of such Shares, the only person named in the original share certificate(s) and/or other document(s) of title as the holder of such Shares and the only person entitled to be registered in the register of members of Skyscanner as the holder of the Shares;

(ii)           represents and warrants to Skyscanner that such share certificate(s) and/or other document(s) of title have been lost or misplaced or cannot be found and that such share certificate(s) and/or other document(s) of title have not been transferred, charged, lent or deposited or dealt with in any manner which may affect such Holder’s title to such Shares;

(iii)          represents and warrants to Skyscanner that such Shares and any interest in such Shares and any rights attaching to such Shares have not been sold, transferred, assigned, charged, lent, pledged, encumbered or deposited or dealt with in any manner;

(iv)          requests that, subject to the Offer being declared or becoming unconditional in all respects in accordance with its terms, in connection with the proposed transfer of such Shares to Ctrip (the “Transferee”), Skyscanner issue a new certificate(s) to the Transferee (following receipt by Skyscanner of a duly executed stock transfer form in respect of such Shares);

(v)           undertakes to indemnify Skyscanner and to keep Skyscanner indemnified from and against all actions, proceedings, claims and demands which may be taken or made against Skyscanner and all losses, costs, charges, damages and expenses which Skyscanner may suffer or incur as a result of complying with the request at sub-paragraph (iv) above and as a result of Skyscanner permitting or effecting at any time hereafter a redemption, cancellation or transfer of the Shares, without production of the original share certificate(s) and/or other document(s) of title; and

(vi)          undertakes to deliver to Skyscanner for cancellation the original share certificate(s) and/or other document(s) of title should they be located at any time on or after the date of execution of this Form of Acceptance;

(h)            that the terms of Part IV of the Offer Document shall be deemed to be incorporated in and form part of the Form of Acceptance, which shall be read and construed accordingly;

(i)             that he will from the Closing Date execute all such documents and do all such acts and things as shall be necessary or expedient to vest in Ctrip or its nominee(s) the Shares and to enable Ctrip and/or to perfect any of the authorities expressed to be given hereunder or otherwise in connection with his acceptance of the Offer;

(j)             that he will ratify each and every act or thing which may be done or effected by any of Ctrip and/or Skyscanner or any of their respective directors, partners, employees or agents, as the case may be, in the exercise of any of the powers and/or authorities hereunder;

(k)            that if any provision of this Form of Acceptance or Part IV of the Offer Document shall be unenforceable or invalid or shall not operate so as to afford Ctrip and/or Skyscanner or any director, partner, employee or agent of any of them the benefit or authority expressed to be given therein, he shall with all practicable speed do all such acts and things and execute all such documents that may reasonably be required (and for any act, thing or execution not already required by Ctrip and/or Skyscanner under this document, at the expense of Ctrip and/or Skyscanner) to enable Ctrip and/or Skyscanner and/or any director, partner, employee or agent of any of them to secure the full benefits of this Form of Acceptance or Part IV of the Offer Document;

(l)             that the execution of the Form of Acceptance and its electronic submission, subject to the Offer being declared or becoming unconditional in all respects in accordance with its terms, constitutes:

(i)            the irrevocable separate appointment of Skyscanner and each of its directors as such Holder’s attorney for the purposes of approving the Resolutions (if your approval is required); and

(ii)           the irrevocable consent of the Holder (for the purposes of any class consent required pursuant to Skyscanner’s articles of association or otherwise) to the re-designation of the entire issued share capital of Skyscanner (including, for the avoidance of doubt, those shares in the issued share capital of Skyscanner held by such Holder) to ordinary shares of 0.01 pence each and Deferred Shares and to the adoption of new articles of association of Skyscanner;

(m)           that he appoints Skyscanner as his agent for the purpose of receiving the Cash Consideration from Ctrip and hereby directs Ctrip to transfer the Cash Consideration to Skyscanner in accordance with Part III of the Offer Document;

(n)           (in respect of UK Holders only) that he appoints the Company Secretary of Skyscanner as his agent for the purpose of receiving the Loan Note certificate(s) from Ctrip in accordance with Part III of the Offer Document;

(o)           (in respect of UK Holders only) that he agrees to enter into (if requested to do so by Skyscanner) a joint tax election with his employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (or any such similar election or filing as may be necessary or desirable in any other jurisdiction) in respect of the Loan Notes and hereby irrevocably appoints any director of Skyscanner as his attorney with authority in such Holder’s name and on such Holder’s behalf to approve, sign, execute, complete and deliver any and all agreements, instruments, deeds or other papers and documents and to do all things in your name as the attorney shall in its absolute discretion think necessary and/or desirable in connection with such tax election;

(p)           that such Holder hereby:

(i)            exercises his Option(s) (if any) immediately prior to, but conditional upon, the Offer being declared or becoming wholly unconditional;

(ii)           agrees to the Option Cashless Exercise Proposal;

(iii)          authorises Skyscanner (or any other member of the Skyscanner Group) to deduct from any consideration payable to him in relation to the sale of his Option Sale Shares (if any): (i) the aggregate Exercise Price (as defined in the EMI Rules); and/or (ii) any Option Tax Liability;

(iv)          agrees to indemnify Skyscanner (or any other member of the Skyscanner Group) in respect of any Option Tax Liability and authorises Skyscanner (or any other member of the Skyscanner Group) to arrange for the amount of the Option Tax Liability to be deducted from his salary and/or agrees to pay to Skyscanner (or any other member of the Skyscanner Group) in cleared funds an amount equal to the Option Tax Liability within 10 Business Days of such amount being notified to such Holder in writing; and

(v)           agrees to enter into (if requested to do so by Skyscanner) a joint tax election with his employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (or any such similar election or filing as may be necessary or desirable in any other jurisdiction) in respect of (where applicable) (a) the Option Sale Shares and/or (b) the Loan Notes (the “Option Tax Election”); and

(vi)          hereby irrevocably appoints any director of Skyscanner as his attorney with authority in such Holder’s name and on such Holder’s behalf to approve, sign, execute, complete and deliver any and all agreements, instruments, deeds or other papers and documents and to do all things in such Holder’s name as the attorney shall in its absolute discretion think necessary and/or desirable in connection with the Option Tax Election.

(q)           that such Holder:

(i)            exercise his right(s) to subscribe for Conditional Subscription Shares (if any), immediately prior to, but conditional on, the Offer being declared or becoming wholly unconditional;

(ii)           agrees to the Cashless Exercise Proposal;

(iii)          authorises Skyscanner (or any other member of the Skyscanner Group) to deduct from any consideration payable to him in relation to the sale of the Conditional Subscription Shares (if any): (i) the aggregate Subscription Price (as defined in the relevant Conditional Subscription Agreement(s)); and (ii) any Tax Liability;

(iv)          agrees to indemnify Skyscanner (or any other member of the Skyscanner Group) in respect of any Tax Liability and authorises Skyscanner (or any other member of the Skyscanner Group) to arrange for the amount of the Tax Liability to be deducted from his salary and/or agrees to pay to Skyscanner (or any other member of the Skyscanner Group) in cleared funds an amount equal to the Tax Liability within 10 Business Days of such amount being notified to such Holder in writing; and

(v)           agrees to enter into (if requested to do so by Skyscanner) a joint tax election with his employer under section 431(1) of Chapter 2 of Part 7, Income Tax (Earnings and Pensions) Act 2003 (or any such similar election or filing as may be necessary or desirable in any other jurisdiction) in respect of (where applicable) (a) the Conditional Subscription Shares and/or (b) the Loan Notes (the “Tax Election”); and

(vi)          hereby irrevocably appoints any director of Skyscanner as his attorney with authority in such Holder’s name and on such Holder’s behalf to approve, sign, execute, complete and deliver any and all agreements, instruments, deeds or other papers and documents and to do all things in such Holder’s name as the attorney shall in its absolute discretion think necessary and/or desirable in connection with the Tax Election.

(r)             that, subject to paragraph (s) below, all matters arising out of the Offer and execution of this Form of Acceptance shall be governed by and construed in accordance with English law, and that such Holder submits to the exclusive jurisdiction of the English Courts in respect of such matters; and

(s)           that:

(i)            the attorneys appointed under the powers of attorney granted in paragraphs (d), (l)(i), (o), (p)(vi) and (q)(vi) above and in paragraph 5(c) of Part IV of the Offer Document (the “Powers of Attorney”) shall be entitled to delegate their respective powers and authorities under the Powers of Attorney (and, for the avoidance of doubt, shall be entitled to execute on behalf of such Holder a power of attorney to be granted by such Holder in favour of Ctrip or a nominee at or

following the Closing Date in respect of or relating to (a) any rights or benefits attaching to or arising out of the Holder’s Shares, and (b) the exercise of any rights and privileges held by or accruing to the Holder as the holder of Shares);

(ii)           any dispute, proceedings or claim of whatever nature arising out of or in connection with the Powers of Attorney shall be governed by and construed in accordance with the laws of Scotland; and

(iii)          such Holder submits to the exclusive jurisdiction of the Scottish Courts in respect of any dispute or claim that arises in connection with or under the Powers of Attorney or their formation or validity.

References in this Form of Acceptance to a “Holder” shall include references to the person or persons executing a Form of Acceptance and, in the event of more than one person executing a Form of Acceptance, the provisions of this paragraph shall apply to them jointly and severally.

[electronic signature block]

Exhibit 99.3

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONTACT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT, BANK MANAGER OR OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM OR, IF NOT, ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER IN THE RELEVANT JURISDICTION.

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT IN, INTO OR FROM JURISDICTIONS OTHER THAN THE UNITED KINGDOM AND THE AVAILABILITY OF THE OFFER TO SHAREHOLDERS WHO ARE NOT RESIDENT IN THE UNITED KINGDOM MAY BE RESTRICTED BY THE LAWS OF THOSE JURISDICTIONS. ACCORDINGLY, THOSE PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE, NOR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

YOUR ATTENTION IS DRAWN TO THE IMPORTANT INFORMATION SET OUT IN PART IV OF THIS DOCUMENT.

RECOMMENDED OFFER

by

CTRIP.COM INTERNATIONAL, LTD.

TO ACQUIRE SIP SHARES IN THE CAPITAL OF

SKYSCANNER HOLDINGS LIMITED
(incorporated in England and Wales with registered number 07777261)

This offer by Ctrip is to acquire SIP Shares in Skyscanner Holdings Limited in exchange for cash.

THE PROCEDURE FOR ACCEPTANCE OF THE OFFER IS SET OUT ON PAGE 11 AND PART III OF THIS OFFER DOCUMENT.

TO ACCEPT THE OFFER/DIRECT THAT THE OFFER IS ACCEPTED ON YOUR BEHALF, THE RELEVANT FORM OF ACCEPTANCE ON PAGES 13 TO 14 OR PAGE 15 OF THIS OFFER DOCUMENT MUST BE COMPLETED, EXECUTED AND SUBMITTED AS SOON AS POSSIBLE IN ACCORDANCE WITH THE INSTRUCTIONS THEREON. YOU ARE URGED TO SUBMIT YOUR COMPLETED AND VALIDLY EXECUTED FORM OF ACCEPTANCE SO AS TO BE RECEIVED BY NO LATER THAN 5 PM ON 4 DECEMBER 2016.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located.  Recipients of this document who are resident outside the United Kingdom should review the important information set out in Part IV of this document.  This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

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All references to time in this document are to London time (i.e. GMT) unless otherwise stated.

Capitalised terms used in this document shall have the meaning given to them in Part VII unless otherwise stated.

The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the content of this document, you should consult your own professional independent legal, financial or tax adviser for legal, business, financial or tax advice.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Offer other than such information or representations contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Ctrip.

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PART I

LETTER FROM THE CHIEF EXECUTIVE OFFICER

OF SKYSCANNER HOLDINGS LIMITED

(Registered in England and Wales with company number 07777261)

24 November 2016

To:

·                  Participants of the Skyscanner Holdings Limited Share Incentive Plan (the “UK SIP”) and non-UK share incentive plans (the “Overseas SIPs”) (together the “SIP Participants”); and

·                  (a) Yorkshire Building Society (the “SIP Trustee”) in its capacity as trustee of the UK SIP and (b) Zedra Trust Company (Guernsey) Limited (the “Nominee”) in its capacity as nominee shareholder for certain Overseas SIPs participants, pursuant to SIP share agreement(s) between Skyscanner and those participants in respect of the SIP Shares (the “SIP Share Agreement(s)”), each of the SIP Trustee and the Nominee being the registered holders (each a “SIP Registered Holder”) of SIP Shares for participants in the UK SIP and the Overseas SIPs, respectively.

Dear SIP Participant/SIP Registered Holder

Proposed Acquisition of Skyscanner Holdings Limited

1.                                      Introduction

On 23 November 2016, the boards of directors of Skyscanner and of Ctrip announced that they had reached agreement on the terms of the proposed acquisition of Skyscanner by Ctrip (the “Acquisition”).

As part of the arrangements relating to the Acquisition, the Offer described in this Offer Document is being made to you in your capacity as a SIP Participant and/or a SIP Registered Holder.

This letter, together with the remainder of this Offer Document and the accompanying Form of Acceptance, contains the formal Offer by Ctrip for certain shares in the capital of Skyscanner.

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If you are in any doubt as to the action you should take, you should seek your own independent professional financial advice.

2.                                      Unanimous Recommendation

The terms of the Acquisition value the issued and to be issued share capital of Skyscanner at approximately £1.426 billion. The Skyscanner Board considers that the terms of the Acquisition fairly value Skyscanner. The Skyscanner Board also believes that membership of the Ctrip Group will enhance growth and investment prospects for Skyscanner and will provide new opportunities for its employees.

Gareth Williams, Barry Smith, Julian Pancholi and Mark Logan, the members of the Skyscanner Board who hold Shares, are parties to the Share Purchase Agreement and have accordingly agreed to sell all of their Shares to Ctrip at completion of the Share Purchase Agreement (however Gareth Williams will subscribe for new shares in Skyscanner following completion of the Acquisition).

The Skyscanner Board considers the Offer to be in the best interests of Skyscanner and its shareholders as a whole. Accordingly, the Skyscanner Board unanimously recommends that all SIP Participants and SIP Registered Holders (on behalf of SIP Participants) accept the Offer.

In order to accept the Offer in respect of your SIP Shares or on behalf of the SIP Participant in respect of which you are the SIP Registered Holder, you should complete and electronically sign and submit the appropriate Acceptance on pages 13 to 14 or 15 of this letter as soon as possible. You are urged to submit your completed and validly executed Acceptance so as to be received by no later than 5.00pm on 4 December 2016.  Your attention is drawn to paragraph 7 of Part III of this Offer Document and to the Acceptance, which set out the procedure for acceptance of the Offer.

In approving the Acquisition, the Skyscanner Board has also determined that:

·                  any transfer of Shares to Ctrip, including any transfer pursuant to the Offer, will be a “Permitted Transfer” taking place in accordance with Article 16.4 of the Articles; and

·                  notwithstanding the variety of Acquisition arrangements, each Skyscanner shareholder is being offered the amount of consideration which they are entitled to receive under the pre-existing arrangements in the Articles.

3.                                      Condition to the Offer

The Skyscanner Board notes that the Offer is subject to and conditional upon completion under the Share Purchase Agreement occurring on or before the Longstop Date. Completion of the Share Purchase Agreement is itself conditional upon acceptances of the Offer having been received in respect of substantially all of the Shares from recipients of this Offer. Hence, if completion of the Share Purchase Agreement does not occur due to, for example, Ctrip having received insufficient acceptances of the Offer, the Offer will lapse and Holders will not be entitled to receive any consideration in respect thereof.

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You are therefore urged to accept the Offer and to sign and submit the Acceptance as soon as possible.

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PART II

LETTER FROM

THE DIRECTOR AND CHIEF EXECUTIVE OFFICER OF CTRIP.COM INTERNATIONAL, LTD.

(a company incorporated under the laws of the Cayman Islands as an exempted company with limited liability)

24 November 2016

To:

·                  Participants of the Skyscanner Holdings Limited Share Incentive Plan (the “UK SIP”) and non-UK share incentive plans (the “Overseas SIPs”) (together the “SIP Participants”); and

·                  (a) Yorkshire Building Society (the “SIP Trustee”) in its capacity as trustee of the UK SIP and (b) Zedra Trust Company (Guernsey) Limited (the “Nominee”) in its capacity as nominee shareholder for certain Overseas SIPs participants, pursuant to SIP share agreement(s) between Skyscanner and those participants in respect of the SIP Shares (the “SIP Share Agreement(s)”), each of the SIP Trustee and the Nominee being the registered holders (each a “SIP Registered Holder”) of SIP Shares for participants in the UK SIP and the Overseas SIP, respectively.

Dear SIP Participant/SIP Registered Holder

Proposed Acquisition of Skyscanner Holdings Limited (“Skyscanner”) by Ctrip.com International, Ltd. (“Ctrip”)

Offer to acquire SIP Shares

1.                                      Introduction

On 23 November 2016, the boards of directors of Skyscanner and of Ctrip announced that they had reached agreement on the terms of the proposed acquisition of Skyscanner by Ctrip (the “Acquisition”).

As part of the arrangements relating to the Acquisition, the Offer described in this Offer Document is being made to SIP Participants and SIP Registered Holders (in relation to the relevant SIP Participants).  This Offer Document also describes at paragraph 6 below how SIP Participants can participate in the Offer to the maximum extent possible, including a top-up contribution proposal for UK SIP Participants.

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SIP Participants are invited to accept the Offer in accordance with the instructions set out below.  If any of your SIP Shares are held by a SIP Registered Holder, you are invited to direct your SIP Registered Holder to accept the Offer described in this Offer Document on your behalf.

If you are a SIP Registered Holder, this Offer Document has been sent to you in your capacity as the registered holder of SIP Shares which you hold on behalf of SIP Participants pursuant to the Trust Deed and Rules of the UK SIP (the “SIP Rules”) or the SIP Share Agreement(s) (as appropriate).  All SIP Participants who are the beneficial owners of the SIP Shares you hold on their behalf have been invited to direct you, as SIP Registered Holder, to accept the Offer on their behalf.

Your attention is drawn to the letter from the Chief Executive Officer of Skyscanner set out in Part I of this Offer Document, which explains why the directors of Skyscanner consider the terms of the Offer to be fair and reasonable and are unanimously recommending that all SIP Participants and SIP Registered Holders accept the Offer.

This letter, together with the Acceptance and the remainder of this Offer Document, contains the formal Offer by Ctrip for the SIP Shares.  Words and expressions defined in the SIP Rules or the SIP Share Agreement(s) (as appropriate) will, unless the context otherwise requires, have the same meaning in this Offer Document.

The purpose of this letter is to explain the background to the Offer and to describe the terms of the Offer.

If you also hold Skyscanner shares which are not SIP Shares or have options or rights to acquire any Skyscanner shares which are not SIP Shares, you will receive a separate communication in relation to those shares/options/rights to acquire shares.

2.                                      The Acquisition

The terms of the Acquisition value Skyscanner at approximately £1.426 billion (assuming the exercise of all outstanding options and the issue of all Conditional Subscription Shares and taking account of any cash payments to be made by Skyscanner in respect of certain “cash equivalent” arrangements which Skyscanner has in place with certain non-UK based employees).

If the Acquisition proposals are accepted and implemented in full, it is anticipated that Ctrip would own the entire issued and to be issued share capital of Skyscanner following completion of the Acquisition (save in respect of certain new shares in Skyscanner which will be subscribed for by Gareth Williams following completion of the Acquisition).

Given the complexity of Skyscanner’s share capital structure and the large number of Skyscanner shareholders, the Acquisition is being structured through a variety of arrangements. The Offer made in respect of SIP Shares under this Offer Document is just one of those arrangements. In addition, the Management Shareholders and Institutional and Certain Other Shareholders have entered into the Share Purchase Agreement with Ctrip under which, subject to certain conditions, they will sell all of their shares in the capital of Skyscanner to Ctrip (however Gareth Williams will subscribe for new shares in Skyscanner following completion of the Acquisition). Separately, acquisition arrangements will be entered into in respect of employees who hold shares or rights to subscribe for shares in the capital of Skyscanner, option holders of the Skyscanner Group and certain former employees. Certain other arrangements will be entered into in respect of the sellers of businesses previously acquired by Skyscanner where those sellers, as part of the consideration offered to them by Skyscanner on the acquisition of the relevant businesses, received or are entitled to shares in the capital of Skyscanner and/or rights to subscribe for shares in the capital of Skyscanner.

For SIP Participants, the acquisition of the SIP Shares will be effected through the Offer upon the terms and conditions set out in this Offer Document and in the Acceptance.

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The Offer is one of the arrangements pursuant to which the Acquisition is to be implemented. The objective of the Acquisition proposals, including the Offer, is for Ctrip to acquire day to day control of Skyscanner’s affairs, pursuant to its anticipated acquisition of substantially all of Skyscanner’s issued share capital and its appointment of the members of the Skyscanner Board with effect from completion of the Share Purchase Agreement.

3.                                      Consideration

For legal, regulatory and commercial reasons, the form of consideration offered to Skyscanner shareholders by Ctrip varies. For instance:

·                  the Management Shareholders will receive consideration in the form of cash, Ctrip Shares and Loan Notes (save for one of the Management Shareholders who is to receive cash in deferred instalments in lieu of Loan Notes as a result of being a non-UK resident);

·                  the Institutional and Certain Other Shareholders will receive consideration in the form of cash and Ctrip Shares but will not receive Loan Notes;

·                  the shares held by employees and option holders of the Skyscanner Group will receive consideration in the form of cash and Loan Notes (in respect of UK Holders) or in the form of cash only (in respect of Non-UK Holders) but will not receive Ctrip Shares;

·                  recipients of this Offer Document will receive consideration in the form of cash in respect of the acquisition of their SIP Shares; and

·                  the Shares held by certain former employees will be acquired wholly for cash.

The consideration in respect of your SIP Shares is set out in your personalised Acceptance.

The Acquisition arrangements value:

·            each Ordinary Share at approximately £145.29;

·            each C1 Share at approximately £120.83;

·            each C2 Share at approximately £81.01;

·            each C3 Share at approximately £92.51;

·            each C4 Share at approximately £78.79;

·            each C6 Share at approximately £75.66;

·            each C7 Share at approximately £71.50;

·            each C8 Share at approximately £67.88;

·            each C9 Share at approximately £62.67;

·            each C10 Share at approximately £33.88; and

·            each SIP Share at approximately £145.29.

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4.                                      Ctrip

Ctrip is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China.

Ctrip is incorporated in the Cayman Islands and conducts substantially all of its operations in China. With its operational headquarters in Shanghai, it has branches in 17 other major cities in China, including Hong Kong, Beijing, Chengdu, Guangzhou, Shenzhen, Qingdao, Shenyang, Xiamen, Hangzhou, Wuhan, Nanjing, Nantong Sanya, Chongqing, Lijiang, Xi’an and Tianjin.

Ctrip’s American Depositary Shares are listed on the NASDAQ Global Select Market.

Further information relating to Ctrip is available at http://ir.ctrip.com/phoenix.zhtml?c=148903&p=irol-homeprofile.

Save for its interests under the Share Purchase Agreement and the terms of the other arrangements entered into in respect of the Acquisition, Ctrip has no interest in the issued or to be issued share capital of Skyscanner as at the date of this Offer Document.

5.                                      The Offer

Ctrip hereby offers to acquire all of the SIP Shares in issue as at the Closing Date, on the terms and subject to the conditions set out or referred to in this Offer Document and in the Acceptance.

If the Acquisition becomes effective, under the terms of the Offer the consideration to be paid to each SIP Participants for each SIP Share is £145.29.

The Offer is conditional on the Share Purchase Agreement between certain management, institutional and other Skyscanner shareholders and Ctrip which was entered into on or around the date of this Offer Document becoming unconditional in all respects on or before the Longstop Date (or such later date as the parties thereto may agree in writing in accordance with the Share Purchase Agreement).  The Share Purchase Agreement is conditional on the satisfaction or waiver of certain conditions, including conditions relating to, amongst other things, the acquisition of the various classes of Skyscanner shares (including the SIP Shares) pursuant to the various arrangements in connection with the Acquisition.

For legal, regulatory and commercial reasons, the form of consideration offered to Skyscanner shareholders by Ctrip under the various Acquisition arrangements varies, but notwithstanding the different forms of consideration the Acquisition arrangement attribute the same notional value to each share in any particular class of Skyscanner shares.  In the case of the SIP Shares, the consideration offered is cash and not any other form of consideration.

SIP Shares acquired by Ctrip pursuant to the Offer will be acquired fully paid with Full Title Guarantee, free from all liens, equities, charges and Encumbrances and together with all rights attaching thereto on or after 5 p.m. on the Closing Date including, without limitation, the right to receive and retain all dividends and other distributions, if any, declared, paid or made on or after that date.

You can accept the Offer in respect of all, but not part of, the SIP Shares set out in the Form of Acceptance. Should you decide to accept the Offer, any transfer of your Shares to Ctrip or its nominee pursuant to the Offer under this Offer document will be a “Permitted Transfer” for the purposes of the Articles under Article 16.4.

Settlement of Consideration

Subject to the Offer becoming or being declared wholly unconditional, and provided that the Acceptance, share certificate(s) and/or other document(s) of title relating to the SIP Shares are received in accordance with the terms of the Offer, Ctrip will remit the relevant Consideration to Skyscanner on the Closing Date by way of electronic transfer for same day value and Skyscanner will within fifteen (15) Business Days of receipt of such Consideration

9

remit such Consideration to SIP Participants, less any income tax, National Insurance contributions, social security contributions or any other tax or charge which is the relevant SIP Participant’s liability but which Skyscanner (or any member of the Skyscanner group) is liable to remit on a SIP Participant’s behalf in relation to the acquisition or sale of the SIP Shares (excluding any amounts which Skyscanner has agreed to indemnify pursuant to the top-up arrangements set out in paragraph 6 below), by way of electronic transfer for same day value to the bank accounts to which the SIP Participants’ salary is usually paid.

Your attention is drawn to the procedure for actions to be taken to accept the Offer or to direct the SIP Registered Holder to accept the Offer on your behalf, which is set out in paragraph 7 below and in Part III of this Offer Document.

If the Offer does not become or is not declared wholly unconditional and as a result the Acquisition does not occur, your SIP Shares will continue to be held under the relevant existing arrangements, subject to the provisions of the SIP Rules or your SIP Share Agreement(s), as appropriate.

6.                                      Your SIP Shares and participating in the Offer to the maximum extent

Top-up proposals for participants of the UK SIP

The statement given to you by Skyscanner on or around the date of this letter (the “Shares Statement”) sets out your current shareholding under the UK SIP.  As you know, the Accumulation Period (as defined in the SIP Rules) for making Partnership Share contributions usually runs from 1 April to 31 March in each year.  The Shares Statement sets out the maximum contributions you are on track to make for the 2016/2017 Accumulation Period if your current contributions continued until 31 March 2017 (your “Statement Amount”).

During an Accumulation Period, you make contributions from your salary either on a monthly or on a lump sum basis and, at the end of the Accumulation Period, your contributions are used to purchase Partnership Shares.  For every Partnership Share purchased at the end of the 2016/2017 Accumulation Period, you would have been entitled to receive two free Matching Shares.  Under the terms of the SIP Rules, the 2016/2017 Accumulation Period will immediately come to an end when the Offer becomes or is declared wholly unconditional.  If you contribute on a monthly basis or if you have not yet paid your lump sum, you will not have made your full 2016/2017 contributions when the Offer becomes unconditional.

Therefore, in order to allow you to make your maximum contribution for 2016/2017, Skyscanner will offer you the opportunity to make a top-up your contribution (the “Top-Up Contribution”), up to your Statement Amount (less any contributions you have already made).  If you elect to make the Top-Up Contribution, that Top-Up Contribution will be made from your gross salary.  The Top-Up Contribution will be added to the contributions you have already made and Partnership Shares will be purchased on the basis of your Statement Amount and two Matching Shares will be awarded to the SIP Trustee on your behalf or every Partnership Share that is purchased.

It is anticipated that the whole amount of your gross contribution will be able to be used to purchase Partnership Shares and that no income tax or National Insurance contributions will be payable in respect of the amount of the Top-Up Contribution made.  In the event that any income tax or National Insurance contributions are payable in respect of the Top-Up Contribution or the purchase of the additional Partnership Shares or award of corresponding Matching Shares, or the sale of those shares out of the UK SIP in connection with the Acquisition (the “Tax Liability”), Skyscanner will indemnify you in respect of any such Tax Liability.

If you wish to make a Top-Up Contribution, you should complete the online survey sent to you by email by Skyscanner on or around the date of this letter by indicating that you wish to make a Top-Up Contribution by no later than 5.00pm on 27 November 2016.  If you do not do so, you will not have made a Top-Up Contribution.

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Overseas SIP Participants

You have already been issued with your 2016/2017 Partnership Shares.  If you chose to take a loan from Skyscanner to pay the subscription price for those Partnership Shares when you entered into your SIP Share Agreement(s), the balance of the loan amount will be deducted from the cash consideration you receive for the sale of your SIP Shares.

Matching Shares

If you are resident in Spain, you have already been issued with all of your Matching Shares.  If you are not resident in Spain, in accordance with the terms of your SIP Share Agreement(s) and conditional on the Skyscanner Board making a determination that an “Exit” (which includes a sale of the entire issued share capital of Skyscanner) will (or is likely to) occur, your Matching Shares will be issued to you (if you hold the corresponding Partnership Shares) or will be issued to the Nominee on your behalf (if the Nominee holds the corresponding Partnership Shares on your behalf).  Your Matching Shares will be sold, along with your Partnership Shares, pursuant to the terms of the Offer, if you choose to accept the Offer or (where applicable) direct the Nominee to sell the Matching Shares on your behalf by signing the Acceptance.

7.             Actions to be taken to accept the Offer

UK SIP Participants

Under the terms of the SIP Rules, you are entitled to direct the SIP Trustee to accept the Offer on your behalf.  To give a direction to the SIP Trustee to accept the Offer on your behalf, you should complete, electronically sign and submit Part A of the Acceptance on page 13 of this Offer Document as soon as possible. You are urged to submit your completed and validly executed Acceptance so as to be received by no later than 5.00pm on 4 December 2016.

Overseas SIP Participants

SIP Shares held by the Nominee on your behalf

To direct the Nominee to accept the Offer on your behalf, you should complete, electronically sign and submit Part A of the Acceptance on page 13 of this Offer Document as soon as possible. You are urged to submit your completed and validly executed Acceptance so as to be received by no later than 5.00pm on 4 December 2016.

SIP Shares held by you

To accept the Offer, you should complete, electronically sign and submit Part B the Acceptance on page 13 of this Offer Document as soon as possible. You are urged to submit your completed and validly executed Acceptance so as to be received by no later than 5.00pm on 4 December 2016.

SIP Registered Holders

In order to accept the Offer on behalf of the SIP Participants who have directed you to do so by signing and submitting the Acceptance on page 15 of this Offer Document in accordance with the instructions above, you should complete and sign the Acceptance on page 15 of this Offer Document and send it by email to Carolyn.Jameson@skyscanner.net and Graeme.Barron@skyscanner.net as soon as possible. You are urged to submit your completed and validly executed Acceptance so as to be received by no later than 5.00pm on 4 December 2016. One Acceptance can be submitted for all SIP Participants who have directed you to accept the Offer on their behalf.

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8.             Validity of acceptances

Ctrip reserves the right, subject to the terms of the Offer, to treat as valid in whole or part any acceptance of the Offer which is not entirely in order or which is not accompanied by the relevant share certificate(s) and/or other document(s) of title in respect of SIP Shares. In that event, the Consideration under or in consequence of the Offer will not be paid until after the relevant share certificate(s) and/or other document(s) of title in respect of SIP Shares, or indemnities satisfactory to Ctrip, have been received.

Your attention is drawn to the information set out in the rest of this Offer Document and the Acceptance.

9.             Overseas shareholders

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions in which they are located. This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The attention of Holders who are citizens or residents of jurisdictions outside the United Kingdom or who are holding Shares for such citizens or residents and any person (including, without limitation, any custodian, nominee or trustee) who may have an obligation to forward any document in connection with the Offer outside the United Kingdom is drawn to Part IV of this Offer Document.

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ACCEPTANCE OF OFFER — SIP PARTICIPANTS

You hold/ will hold the SIP Shares set out in your Shares Statement, together with any additional SIP Shares acquired or awarded as a consequence of a Top-Up Contribution.

Terms used in this Acceptance of Offer shall have the meaning given in the Offer Document which accompanies this Acceptance.

PART A

Form of Direction to SIP Registered Holder

By signing this Acceptance, you direct your SIP Registered Holder to accept the Offer on your behalf in respect of all of the SIP Shares (including any additional SIP Shares acquired or awarded as a consequence of a Top-Up Contribution) the SIP Registered Holder holds on your behalf

PART B

Form of Acceptance for SIP Shares held by SIP Participants

By signing this Acceptance, you accept the Offer in respect of all of the SIP Shares (including any additional SIP Shares acquired or awarded as a consequence of a Top-Up Contribution) which you hold.

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[electronic signature block]

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ACCEPTANCE OF OFFER — SIP REGISTERED HOLDERS

Terms used in this Acceptance of Offer shall have the meaning given in the Offer Document to which this Acceptance is enclosed.

By signing this Acceptance, you accept the Offer on behalf of the SIP Participants who have directed you to accept the Offer by signing and submitting the SIP Participants’ Acceptance on page 13.

[electronic signature block]

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PART III

TERMS OF THE OFFER

Except where the context requires otherwise, any reference in this Offer Document and in the Acceptance:

(a)           to the Offer will include any revision, variation or extension of the Offer;

(b)           to the Offer becoming unconditional will include the Offer becoming or being declared unconditional in all respects; and

(c)           to acceptances of the Offer includes deemed acceptances of the Offer.

Ctrip reserves the right in its sole discretion to amend and vary the timing and the procedure for implementation of the Offer, including the terms and the timing of the Offer as set forth in paragraph 4 below but excluding any reduction in the Consideration. Notwithstanding the foregoing, in the event of a Dividend Payment, Ctrip reserves the right to reduce the Consideration by an amount up to the amount of any Dividend Payment.

The following further terms apply, unless the context requires otherwise, to the Offer.

1.             Title to the Shares

Electronic signature and delivery of the Acceptance will constitute warranties by the accepting Holder in the terms set out in paragraph 5 below in respect of the SIP Shares for which the Offer is accepted and that the accepting Holder has full power to accept the Offer and to enter into and perform the transaction contemplated in accordance with this Offer Document and will constitute a binding obligation in accordance with its terms.

2.             Condition

The Offer is subject to and conditional upon completion under the Share Purchase Agreement becoming effective on or before the Longstop Date.

3.             Lapse of Offer

(a)           The Offer will lapse unless the Condition is fulfilled or waived or has been determined by Ctrip in its reasonable opinion to be or to remain satisfied, in each case no later than the Longstop Date; and

(b)           If the Offer so lapses, the Offer will cease to be capable of further acceptance and accepting Holders and Ctrip will cease to be bound by any Acceptance submitted before the time the Offer lapses.

4.             Acceptance Period

The Offer will remain open for acceptance until no later than 5.00pm on 31 December 2016 (or such later time(s) and/or date(s) as Ctrip may decide) following which the Offer will close. For the avoidance of doubt, Ctrip in its absolute discretion shall be entitled to extend the period for acceptances of the Offer in respect of any particular Holder(s). In the event that Ctrip extends the period for acceptances of the Offer in respect of any particular Holder(s) until after the Closing Date, references to the “Closing Date” in paragraph 5(b) below shall in respect of such Holder(s) mean the date of closing of the Offer in respect of such Holder(s).

5.             Acceptance

Each Holder by whom, or on whose behalf, any Acceptance is executed irrevocably and unconditionally undertakes, represents, warrants to and agrees with Ctrip (so as to bind him and his personal representatives, heirs, successors and assigns) to the following effect:

(a)           that the execution of an Acceptance shall constitute an acceptance of the Offer in respect of all SIP Shares beneficially owned by the Holder;

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(b)           that the SIP Shares in respect of which the Offer is accepted, or is deemed to be accepted, are transferred fully paid with Full Title Guarantee and free from all Encumbrances and together with all rights attaching thereto on or after 5 p.m. on the Closing Date including, without limitation, the right to receive and retain all dividends and other distributions, if any, declared, paid or made on or after that date;

(c)           that the electronic execution of the Acceptance and its submission constitutes, subject to the Offer becoming unconditional in all respects in accordance with its terms, the irrevocable separate appointment of Skyscanner and each of its directors severally as such Holder’s attorney (each, an “Attorney”), and an irrevocable instruction to the Attorney to complete and execute all or any form(s) of transfer and/or other document(s) in the Attorney’s discretion in relation to the SIP Shares referred to in paragraph (a) of this paragraph 5 in favour of Ctrip and to deliver such form(s) of transfer and/or other document(s) at the attorney’s discretion together with any share certificate(s) and/or other document(s) of title relating to such SIP Shares for registration and to execute such other documents and to do all such other acts or things as may in the opinion of such attorney be necessary or expedient for the purpose of, or in connection with, the acceptance of the Offer and the making of any election thereunder and to vest such SIP Shares in Ctrip or its nominee(s);

(d)           that, subject to the Offer becoming unconditional in all respects in accordance with its terms, the execution of the Acceptance and its submission constitutes a separate and irrevocable authority and request to Skyscanner or its agents to procure the registration of the transfer of the SIP Shares in certificated form pursuant to the Offer and the delivery of the share certificate(s) and/or other document(s) of title in respect thereof to Ctrip or as it may direct;

(e)           that any Acceptance executed and submitted by or on behalf of a Holder shall be irrevocable and cannot be withdrawn;

(f)           after the Offer has become unconditional in all respects that:

(i)            Ctrip or its agents shall be entitled to exercise or direct the exercise of any votes and any or all other rights and privileges (including the right to requisition the convening of a general meeting of Skyscanner or of any class of its shareholders) attaching to any SIP Shares, in respect of which the Offer has been accepted, or is deemed to have been accepted, such votes where relevant to be cast so far as possible to satisfy any outstanding condition of the Offer;

(ii)           the execution of an Acceptance on behalf of a Holder in respect of the SIP Shares:

(A)           constitutes an irrevocable authority to Skyscanner from such Holder to send any notice, circular, warrant or other document or communication which may be required to be sent to him as a member of Skyscanner in respect of such SIP Shares to Ctrip at its registered office;

(B)           constitutes an irrevocable authority to Ctrip or its agents to sign any document and to do such things as may in the opinion of Ctrip or that agent be deemed necessary or desirable in connection with the exercise of any votes or other rights and privileges attaching to such SIP Shares, (including, but without limitation, signing any consent to short notice of a general meeting or form of proxy on his behalf and/or, where appropriate, nominated by Ctrip to attend general meetings and separate class meetings of Skyscanner or its members or any of them (and any adjournment thereof) and/or attending any such meeting and exercising the votes attaching to such SIP Shares on his behalf, where relevant such votes to be cast so far as possible to satisfy any outstanding condition of the Offer);

(C)           will also constitute the agreement of such Holder not to exercise any of such rights attaching to such SIP Shares without the consent of Ctrip and the irrevocable undertaking of such Holder not to appoint a proxy to attend and

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not himself to attend any such general meeting or separate class meeting; and

(D)           that the Holder:

(1)           has not received or sent copies or originals of the Offer Document or any related offering documents, in, into, or from Australia, Canada or South Africa (a “Restricted Jurisdiction”) and has not otherwise utilised in connection with the Offer, directly or indirectly, the mails for, any means or instrumentality of (including, without limitation, facsimile transmission, telephone or e-mail) of commerce of, or any facility of a national securities exchange, of a Restricted Jurisdiction;

(2)           was outside a Restricted Jurisdiction when the Acceptance was delivered and at the time of accepting the Offer;

(3)           in respect of the SIP Shares to which the Acceptance relates, is not an agent or a fiduciary agent on a non-discretionary basis for a principal who has given any instructions with respect to the Offer from within a Restricted Jurisdiction;

(4)           if a citizen, resident or national of a jurisdiction outside the United Kingdom, has observed the laws of the relevant jurisdiction, obtained all requisite governmental, exchange control and other consents, complied with all other necessary formalities and paid any issue, transfer or other taxes or other requisite payments due in any such jurisdiction in connection with such acceptance and has not taken or omitted to take any action that may result in Ctrip, Skyscanner, the Sellers’ Representatives or other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Offer or the Holder’s acceptance thereof;

(g)           that the Holder will deliver to Skyscanner his share certificate(s) or other document(s) of title in respect of all SIP Shares held by the Holder, and in respect of which the Offer has been accepted or is deemed to have been accepted, or an indemnity acceptable to Ctrip in lieu thereof as soon as possible and in any event within 3 months of the Offer becoming unconditional in all respects and will execute any further documents, do such acts and give any further assurances that may be required or desirable in connection with his acceptance of the Offer in respect of such SIP Shares;

(h)           that Ctrip or its agents shall be entitled to settle the Consideration in the manner set out in Part II of this Offer Document;

(i)            that the Holder is irrevocably and unconditionally entitled to transfer the SIP Shares in respect of which the Acceptance is completed and that the entire beneficial interest in such SIP Shares, in respect of which the Offer is accepted or deemed to be accepted will be acquired by Ctrip or its nominee under the Offer;

(j)            that the Holder acknowledges and agrees that any transfer of SIP Shares to Ctrip by any Skyscanner shareholder pursuant to this Offer, the Share Purchase Agreement and any other documents effecting the Acquisition is a transfer made in accordance with Article 16.4 of the Articles;

(k)           that the terms and conditions of the Offer contained in this Offer Document will be incorporated and deemed to be incorporated in and form part of the Acceptance, which will be read and construed accordingly;

(l)            that the Holder will ratify each and every act or thing which may be done or effected by Ctrip, Skyscanner or any officer or authorised representatives or agents of them, as the case may

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be, in the exercise of any of his or its power and/or authorities hereunder;

(m)         that, if any provision of this Offer Document or Acceptance is or becomes unenforceable or invalid or does not or becomes unable to operate so as to afford Ctrip and/or Skyscanner or any officer or authorised representative of any of them, or their respective agents the benefit or authority expressed to be given therein, the Holder will, as promptly as practicable, do all such acts and things and execute all such documents that may be required or desirable to enable those persons to secure the full benefit of this Offer Document;

(n)           that on execution, the Acceptance on page 13 will take effect and be delivered as a deed;

(o)           that the Holder accepts the Offer on the basis of the information set out in this Offer Document only and acknowledges that he/it has not relied upon any other representations, statements, undertakings or warranties made by Ctrip in any context, including in any other document;

(p)           that the Holder waives any right of pre-emption over any SIP Shares set out in the Articles or otherwise;

(q)           that the Holder appoints Carolyn Jameson and Colin McLellan of c/o Skyscanner Holdings Limited, Quartermile One, 15 Lauriston Place, Edinburgh, EH3 9EN, United Kingdom to be the Sellers’ Representatives for all purposes of this Offer Document;

(r)            that the execution of the Acceptance and its submission constitutes, subject to the Offer becoming unconditional in all respects, a separate instruction and authorisation to Skyscanner or its agents to procure the registration of the transfer of such SIP Shares at or following the Closing Date;

(s)            that, subject to paragraph (t) below, the Offer, the Offer Document and all matters arising out of the Offer and the execution of the Acceptance shall be governed by and construed in accordance with English law, and that such Holder submits to the exclusive jurisdiction of the English Courts in respect of such matters; and

(t)            that the powers of attorney granted in paragraphs (c) and (r) above and in the Acceptance and any dispute, proceedings or claim of whatever nature arising out of or in connection with them shall be governed by and construed in accordance with the laws of Scotland, and such Holder submits to the exclusive jurisdiction of the Scottish Courts in respect of any dispute or claim that arises in connection with those powers of attorney or their formation.

6.             Non-UK Applicants

No person receiving a copy of this Offer Document or an Acceptance in any territory other than the UK may treat the same as constituting an invitation or offer to him, nor should he in any event use such Acceptance unless, in the relevant territory, such an invitation or offer could lawfully be made to him or such Acceptance could lawfully be used without contravention of any registration or other legal requirements. It is the responsibility of any person outside the UK wishing to make an application hereunder to satisfy himself as to full observance of the laws of any relevant territory in connection therewith, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in such territory and paying any issue, transfer or other taxes required to be paid in such territory.

7.             General

(a)           References to a Holder include references to the person or persons executing an Acceptance and any person or persons on whose behalf such person or persons executing the Acceptance is/are acting.  In the event of more than one person executing an Acceptance such paragraphs will apply jointly and severally;

(b)           Any omission or failure to despatch this Offer Document or any other document relating to the Offer and/or any notice required to be despatched under the terms of the Offer to or any failure to receive the same by any person to whom the Offer is or should be made will not invalidate the Offer in any way or create any implication that the Offer has not been made to

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any such person;

(c)           Ctrip reserves the right to treat acceptances of the Offer as valid if not entirely in order or not accompanied by the relevant share certificates and/or other relevant documents of title or if received by Ctrip at any place or places determined by them otherwise than as set out in this Offer Document;

(d)           The Offer will lapse unless the Condition has been fulfilled or (if capable of being waived) waived or where appropriate has been determined by Ctrip in its reasonable opinion to be or remain satisfied by no later than the Longstop Date. If the Offer lapses for any reason, the Offer will cease to be capable of further acceptance and the Holder and Ctrip will cease to be bound by prior acceptances;

(e)           The Holders agree that no press conference, announcement or other communication concerning the transactions referred to in this document or in connection with the Skyscanner Group or Ctrip or otherwise relating to the financial condition or trading or financial prospects of the Skyscanner Group shall be made or despatched by the Holders or any Connected Person without the prior written consent of Ctrip save as may be required by:

(i)      law; or

(ii)     any applicable regulatory authority to which either party is subject where such requirement has the force of law;

(f)            The Holders shall treat as strictly confidential all information received or obtained as a result of entering into or performing any obligations in this document or supplied by on or behalf of Ctrip or the Skyscanner Group in the negotiations leading to this document, which relates to the provisions of this Offer Document, the negotiations relating to this Offer Document or, the subject matter of the document or in any of these cases relating to the Acceptance (the “Information”) and shall not without the prior written consent of Ctrip publish or otherwise disclose to any person any Information except to the extent that:

(i)      the Information before it is furnished to the Holder is in the public domain; or

(ii)     the Information after it is furnished to the Holder enters the public domain otherwise than as a result of a breach by the Holder of its obligations to treat such information as confidential; or

(iii)    the Holder discloses the Information to any person in compliance with any requirement of law; in response to any applicable regulatory authority to which it is subject where such requirement has the force of law; in order to obtain tax or other clearance consents from HM Revenue & Customs or other relevant taxing or regulatory authority;

(g)           This Offer Document is being distributed on the basis that the proposed Offer is one falling within Article 62(2) (Sale of a body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005/1529) in that the purpose of the Offer (together with the other transactions pursuant to which the Acquisition is to be implemented) is for Ctrip to acquire the day-to-day control of the affairs of Skyscanner.

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PART IV

IMPORTANT INFORMATION

The statements contained in this document are not to be construed as legal, business, financial or tax advice. If you are in any doubt about the content of this document, you should consult your own legal, financial or tax adviser for legal, business, financial or tax advice. The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them, and service of this document shall not give rise to any implication that there has been no change in the facts set out in this document since such date. No dealer, salesperson or other person is authorised to give any information or to make any representations with respect to the Offer other than such information or representations as are contained in this document and, if given or made, such information or representations must not be relied upon as having been authorised by Ctrip or Skyscanner.

General

This Offer Document should not be distributed, forwarded or transmitted in or into Australia, Canada, the People’s Republic of China (which for this purpose only should exclude the Hong Kong and Macau Special Administrative Regions and Taiwan) or South Africa. To the best of the knowledge and belief of the directors of Ctrip.com International, Ltd., who have taken all reasonable care to ensure that such is the case, the information contained in this Offer Document is in accordance with the facts and does not omit anything likely to affect the import of such information. This document should be read in connection with the accompanying Form of Acceptance. The terms of this Offer are recommended by all the directors of Skyscanner Holdings Limited.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions in which they are located. This document does not constitute an offer or solicitation to any person in any jurisdiction in which such an offer or solicitation would be unlawful.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Notice to U.S. Holders

The Offer is made for the securities of a UK company. The Offer is subject to disclosure requirements of the United Kingdom that are different from those in the United States. Financial statements included in, or incorporated by reference in, the document, if any, have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies.

The Offer is being made in the United States in reliance on and in compliance with Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended. Ctrip will furnish to the SEC a Form CB with respect to the Offer.

It may be difficult for Holders to enforce their rights and any claim they may have arising under the federal securities laws since Ctrip and Skyscanner are located outside the United States, and some or all of their officers and directors are resident outside the United States. As a result, it may be difficult to compel Ctrip and Skyscanner and their affiliates to subject themselves to a U.S. court’s judgment, or to enforce, in courts outside the United States, judgments obtained in U.S. courts against any such person, including judgments based on the civil liability provisions of the U.S. securities laws. Additionally, Holders may not be able to sue Ctrip or Skyscanner or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws.

As further described herein, Holders should be aware that Ctrip may purchase Skyscanner’s securities other than under this Offer, such as in privately negotiated purchases.

In making the decision whether or not to accept the Offer, Holders must rely upon their own examination of the Offer, including the merits and risks involved.

THE OFFER HAS NOT BEEN APPROVED OR RECOMMENDED BY ANY U.S. FEDERAL OR STATE SECURITIES AUTHORITY NOR HAS ANY SUCH AUTHORITY PASSED UPON THE

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ACCURACY OR ADEQUACY OF THIS DOCUMENT. THE MAKING OF ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Other Restricted Jurisdictions

Unless otherwise determined by Ctrip, the Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or e-mail) of commerce of, or any facilities of, a national securities exchange of, Australia, Canada or South Africa, and cannot be accepted by any such use, means, instrumentality or facility from or within Australia, Canada or South Africa, nor is it being made in or into any jurisdiction where they such delivery or receipt of the Offer would be contrary to applicable law in that jurisdiction, and the Offer is not capable of acceptance from any such jurisdiction by any such use, means, instrumentality or facilities.

Forward-looking statements

This Offer Document, oral statements made regarding the Offer, and other information published by Ctrip and Skyscanner contain statements which are, or may be deemed to be, “forward-looking statements”. All statements, other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Ctrip and Skyscanner about future events, and are therefore subject to risks and uncertainties which could cause actual results, performance or events to differ materially from those expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plan”, “expect”, “budget”, “target”, “aim”, “scheduled”, “estimate”, “forecast”, “intend”, “anticipate”, “assume” or “believe”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Ctrip and Skyscanner believe that the expectations reflected in such forward-looking statements are reasonable, Ctrip and Skyscanner can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risks (known and unknown) and uncertainties (and other factors that are in many cases beyond the control of Ctrip and/or Skyscanner) because they relate to events and depend on circumstances that may or may not occur in the future.

There are a number of factors that could affect the future operations of Ctrip and/or the Skyscanner Group and that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements, such as: domestic and global business and economic conditions; asset prices; market related risks such as fluctuations in interest rates and exchange rates, industry trends, competition, changes in government and regulation, changes in the policies and actions of governments and/or regulatory authorities (including changes related to capital and tax), changes in political and economic stability, disruption in business operations due to re-organisation activities, interest rate, inflation and currency fluctuations, the timing impact and other uncertainties of future or planned acquisitions or disposals or combinations. Other unknown or unpredictable factors could affect future operations and/or cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this Offer Document. Neither Ctrip nor Skyscanner, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Offer Document will actually occur. All forward-looking statements contained in this Offer Document are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither Ctrip nor Skyscanner is under or undertakes any obligation, and each of the foregoing expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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PART V

FINANCIAL INFORMATION RELATING TO SKYSCANNER

The documents referred to below (which contain financial information in respect of the Skyscanner Group) have been filed at Companies House in the UK and are incorporated into the Offer by reference.

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PART VI

ADDITIONAL INFORMATION

1.                   Directors

1.1.        The Ctrip Directors and their respective positions are set out below:

The registered office of Ctrip is the offices of Maples Corporate Services Limited, P.O Box 309, Ugland House, Grand Cayman, KY1-1104 and the principal executive office address of Ctrip is 968 Jin Zhong Road, Shanghai 200335, People’s Republic of China.

1.2.        The Skyscanner Directors and their respective positions are as follows:

The registered office of Skyscanner is the offices Suite 7-001, 1 Fore Street, London, EC2Y 5EJ.

2.                   Other Information

Save as disclosed in this document:

(a)                                          there is no agreement, arrangement or understanding by which any SIP Shares to be acquired by Ctrip in pursuance of the Offer will be transferred to any other person; and

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(b)                                        the Skyscanner Board is not aware of any significant adverse change in the financial or trading position of Skyscanner since 31 December 2015 (the date to which the most recent annual results of Skyscanner were made up).

3.                   Documents on display

Copies of the following documents will be available free of charge, for inspection at the head office of Skyscanner until the Closing Date:

(a)                                 this document;

(b)                                 the memorandum and articles of association of Skyscanner; and

(c)                                  Skyscanner Holdings Limited annual reports and consolidated financial statements for the years ended 31 December 2013, 31 December 2014 and 31 December 2015.

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PART VII

DEFINITIONS

The following definitions apply throughout this Offer Document unless the context requires otherwise: