CTRIP.COM INTERNATIONAL, LTD. (an exempted company limited by shares under the laws of the Cayman Islands) 2,216,182 American Depositary Shares each representing two Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 2004 • Ctrip Com International LTD • Services-business services, nec • New York
Ctrip.com International, Ltd., an exempted company limited by shares under the laws of the Cayman Islands (the “Company”), and the persons listed in Schedule B hereto (the “Selling Shareholders”) confirm their respective agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof) for whom Merrill Lynch is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Selling Shareholders, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of American Depositary Shares (“ADSs”), each ADS representing two ordinary shares, par value $0.01 per share, of the Company (“Ordinary Shares”), set forth in Schedules A and B hereto, and with respect to the grant by the Selling Shareholders to the
