TOUR [Tuniu] SC 13D/A: EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN

[EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN TUNIU CORPORATION AND UNICORN RICHES LIMITED May 22, 2015 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE 2 REGISTRATION RIGHTS 3 Section 2.1 Request for Registration] [SCHEDULE 13D (Rule 13d-101) TUNIU CORPORATION (Name of Issuer) Class A Ordinary Shares, par value US$0.0001 per share (Title of Class of Securities) 89977P106 (1) (CUSIP Number) Ke Wang Hony Capital Limited Suite 2701, One Exchange Square Central, Hong Kong +852 3961 9700 With a copy to: Denise Shiu, Esq. Cleary Gottlieb Steen & Hamilton LLP 45th Floor, Fortune Financial]

By | 2016-03-18T05:24:48+00:00 May 26th, 2015|Categories: Chinese Stocks, TOUR, Webplus ver|Tags: , , , , , |0 Comments

TOUR [Tuniu] SC 13D/A: (Original Filing)

[JOINT FILING AGREEMENT Dated: May 15, 2015 SEQUOIA CAPITAL 2010 CV HOLDCO, LTD. Kok Wai Yee Authorized Signatory SEQUOIA CAPITAL CHINA VENTURE 2010 FUND, L.P. SC China Venture 2010 Management, L.P. A Cayman Islands exempted limited partnership, Its General Partner SC China Holding Limited] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Tuniu Corporation, a company incorporated in the Cayman Islands (the “ (2) Purchaser Sequoia Capital 2010 CV Holdco, Ltd., a company organized under the laws of the Cayman Islands (the “ Party, Parties The Purchaser and the Company are sometimes each referred to herein as a “ W] [SCHEDULE 13D CUSIP No. 89977P106 Page 2 of 14 1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Sequoia Capital 2010 CV Holdco, Ltd. IRS Identification No. 98-0660286 2. Check the appropriate box if a member of a group (see instructions) ¨ ¨ (a) 3. SEC use only 4. Source of funds (see instructions) OO 5.]

By | 2016-03-18T05:27:04+00:00 May 18th, 2015|Categories: Chinese Stocks, SEC Original, TOUR|Tags: , , , , , |0 Comments

TOUR [Tuniu] SC 13D/A: JOINT FILING AGREEMENT Dated: May 15, 2015 SEQUOIA

[JOINT FILING AGREEMENT Dated: May 15, 2015 SEQUOIA CAPITAL 2010 CV HOLDCO, LTD. Kok Wai Yee Authorized Signatory SEQUOIA CAPITAL CHINA VENTURE 2010 FUND, L.P. SC China Venture 2010 Management, L.P. A Cayman Islands exempted limited partnership, Its General Partner SC China Holding Limited] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Tuniu Corporation, a company incorporated in the Cayman Islands (the “ (2) Purchaser Sequoia Capital 2010 CV Holdco, Ltd., a company organized under the laws of the Cayman Islands (the “ Party, Parties The Purchaser and the Company are sometimes each referred to herein as a “ W] [SCHEDULE 13D CUSIP No. 89977P106 Page 2 of 14 1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Sequoia Capital 2010 CV Holdco, Ltd. IRS Identification No. 98-0660286 2. Check the appropriate box if a member of a group (see instructions) ¨ ¨ (a) 3. SEC use only 4. Source of funds (see instructions) OO 5.]

By | 2016-03-18T05:28:32+00:00 May 18th, 2015|Categories: Chinese Stocks, TOUR, Webplus ver|Tags: , , , , , |0 Comments

TOUR [Tuniu] 6-K: (Original Filing)

[Tuniu Announces US$500 Million Investment from a Group of Investors JD.com becomes Tuniu’s largest shareholder NANJING, China, May 8 , 2015 — Tuniu Corporation (“Tuniu” or the “Company”) (Nasdaq: TOUR), a leading online leisure travel company in China, today announced that it has entered into definitive agreements with a group of investors for the issuance and sale of US$500 million] [Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Form 20-F x Form 40-F o o o Tuniu Corporation]

By | 2016-03-18T05:32:31+00:00 May 11th, 2015|Categories: Chinese Stocks, SEC Original, TOUR|Tags: , , , , , |0 Comments

TOUR [Tuniu] 6-K: Tuniu Announces US$500 Million Investment from a Group

[Tuniu Announces US$500 Million Investment from a Group of Investors JD.com becomes Tuniu’s largest shareholder NANJING, China, May 8 , 2015 — Tuniu Corporation (“Tuniu” or the “Company”) (Nasdaq: TOUR), a leading online leisure travel company in China, today announced that it has entered into definitive agreements with a group of investors for the issuance and sale of US$500 million] [Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Form 20-F x Form 40-F o o o Tuniu Corporation]

By | 2016-03-18T05:33:41+00:00 May 11th, 2015|Categories: Chinese Stocks, TOUR, Webplus ver|Tags: , , , , , |0 Comments

TOUR [Tuniu] SC 13G: reporting person’s initial filing on this form with

[reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 subject to the liabilities of]

By | 2016-03-18T05:36:33+00:00 April 28th, 2015|Categories: Chinese Stocks, TOUR, Webplus ver|Tags: , , , , , |0 Comments

TOUR [Tuniu] 20-F: (Original Filing)

[* Not for trading, but only in connection with the listing on The NASDAQ Global Market of American depositary shares. None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 82,487,876 Class A] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Tuniu Corporation Company , a company incorporated in the Cayman Islands (the “ (2) the purchasers listed on Schedule I hereto (the “Purchasers,” and each a “Purchaser”). Party, Parties The Purchasers and the Company are sometimes each referred to herein as a “ W I T N E S] [List of Principal Subsidiaries and Consolidated Affiliated Entities Name of Subsidiaries and VIE Place of Percentage of Wholly Owned Subsidiaries of the Company: Tuniu (HK) Limited Hong Kong 100 % Tuniu (Nanjing) Information Technology Co., Ltd. PRC 100 % Beijing Tuniu Technology Co., Ltd. (“Beijing Tuniu”) PRC 100 % Variable Interest Entity (“VIE”) Nanjing Tuniu Technology Co., Ltd. (“Nanjing Tuniu”)] [I, Dunde Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Tuniu Corporation.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [Certification by the Principal Financial Officer I, Conor Chia-hung Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Tuniu Corporation.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 17, 2015 Dunde Yu Chief Executive Officer EX-13.1 6 a15-6056_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 17, 2015 Conor Chia-hung Yang Chief Financial Officer EX-13.2 7 a15-6056_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-198111) of Tuniu Corporation of our report dated April 17, 2015 relating to the financial statements and financial statement schedule , which appears in this Form 20-F . Shanghai , the People’s Republic of China April 17 ,] [Office: +852 2801 6066 Mobile: +852 6621 8994 rthorp@traversthorpalberga.com Tuniu Corporation. Tuniu Building No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 The People’s Republic of China 17 April 2015 Dear Sirs Company SEC Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to Tuniu Corporation, an exempted limited liability company incorporated in] [Consent of Jun He Law Offices April 17, 2015 Tuniu Corporation. Tuniu Building No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 The People’s Republic of China Dear Sirs: We hereby consent to the references to us by Tuniu Corporation under the headings, “Item 3.D. Key Information—Risk Factors” and “Item 4.B. Information on the Company—Business Overview—PRC Regulation” in Tuniu Corporation’s]

By | 2016-03-18T05:41:35+00:00 April 17th, 2015|Categories: Chinese Stocks, SEC Original, TOUR|Tags: , , , , , |0 Comments

TOUR [Tuniu] 20-F: * Not for trading, but only in connection

[* Not for trading, but only in connection with the listing on The NASDAQ Global Market of American depositary shares. None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 82,487,876 Class A] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Tuniu Corporation Company , a company incorporated in the Cayman Islands (the “ (2) the purchasers listed on Schedule I hereto (the “Purchasers,” and each a “Purchaser”). Party, Parties The Purchasers and the Company are sometimes each referred to herein as a “ W I T N E S] [List of Principal Subsidiaries and Consolidated Affiliated Entities Name of Subsidiaries and VIE Place of Percentage of Wholly Owned Subsidiaries of the Company: Tuniu (HK) Limited Hong Kong 100 % Tuniu (Nanjing) Information Technology Co., Ltd. PRC 100 % Beijing Tuniu Technology Co., Ltd. (“Beijing Tuniu”) PRC 100 % Variable Interest Entity (“VIE”) Nanjing Tuniu Technology Co., Ltd. (“Nanjing Tuniu”)] [I, Dunde Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Tuniu Corporation.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [Certification by the Principal Financial Officer I, Conor Chia-hung Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Tuniu Corporation.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 17, 2015 Dunde Yu Chief Executive Officer EX-13.1 6 a15-6056_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 17, 2015 Conor Chia-hung Yang Chief Financial Officer EX-13.2 7 a15-6056_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-198111) of Tuniu Corporation of our report dated April 17, 2015 relating to the financial statements and financial statement schedule , which appears in this Form 20-F . Shanghai , the People’s Republic of China April 17 ,] [Office: +852 2801 6066 Mobile: +852 6621 8994 rthorp@traversthorpalberga.com Tuniu Corporation. Tuniu Building No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 The People’s Republic of China 17 April 2015 Dear Sirs Company SEC Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to Tuniu Corporation, an exempted limited liability company incorporated in] [Consent of Jun He Law Offices April 17, 2015 Tuniu Corporation. Tuniu Building No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 The People’s Republic of China Dear Sirs: We hereby consent to the references to us by Tuniu Corporation under the headings, “Item 3.D. Key Information—Risk Factors” and “Item 4.B. Information on the Company—Business Overview—PRC Regulation” in Tuniu Corporation’s]

By | 2016-03-18T05:42:23+00:00 April 17th, 2015|Categories: Chinese Stocks, TOUR, Webplus ver|Tags: , , , , , |0 Comments
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