[¨ CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed (1) offering price Amount of registration fee (2)(3) Class A ordinary shares, par value US$0.0001 per share US$120,000,000 US$15,456.00 (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act. (2) (3) PROSPECTUS (Subject] [THE COMPANIES LAW REVISED OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Tuniu Corporation (Amended and Restated by Special Resolution dated August 16, 2013) THE COMPANIES LAW REVISED OF THE CAYMAN ISLANDS EXEMPTED COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Tuniu Corporation (Amended and Restated] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TUNIU CORPORATION (adopted by a Special Resolution passed on April 4, 2014 and effective conditional and immediately upon completion of the initial public offering of the Company’s American Depository Shares representing its Class A Ordinary Shares) THE] [TUNIU CORPORATION Number Shares [ ] - [ ] Class A Ordinary Shares - Incorporated under the laws of the Cayman Islands US$100 ,000 780,000,000 US$ 0.0001 Share capital is 120,000,000 US$0.0001 100,000,000 US$0.0001 (ii) [ ] [ ] THIS IS TO CERTIFY THAT DIRECTOR EX-4.2 4 d652797dex42.htm EX-4.2] [TUNIU CORPORATION THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT August 28, 2013 TABLE OF CONTENTS Page 1. Registration Rights. 3 1.1 Definitions. 3 1.2 Request for Registration. 6 1.3 Company Registration. 8 1.4 Form S-3 or F-3 Registration. 8 1.5 9 1.6 Furnish Information. 11] [Direct: +852 2801 6066 Cell: +852 6621 8994 E-mail: rthorp@traversthorpalberga.com Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China 4 April 2014 Dear Sirs Tuniu Corporation Company Commission Act Registration Statement Selling Shareholders Shares We have acted as Cayman Islands legal advisers to Tuniu Corporation (the “ 1 Documents Reviewed For the] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com April 4, 2014 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO Tuniu Corporation Tuniu Building, No. 699-32] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com April 4, 2014 To: Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Dear Sir or Madam, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement Offering ADSs] [TUNIU CORPORATION 2008 INCENTIVE COMPENSATION PLAN Purposes of the Plan 1. Definitions 2. Administrator “ (a) Affiliate “ (b) “ (c) Award “ (d) Board “ (e) Cashless Exercise “ (f) Cause “ (g) Code “ (h) Committee “ (i) Company “ (j) Consultant “ (k) Continuous Service Status “ (l) Director “ (m) Disability “ (n) Employee “ (o)] [TUNIU CORPORATION 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Tuniu Corporation 2014 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan, they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement (this “ RECITALS The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors and officers, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial increase in corporate litigation in general,] [COOPERATION AGREEMENT (2014 Amendment) Agreement This Cooperation Agreement (2014 Amendment) (this “ (1) Party A Nanjing Tuniu Technology Co., Ltd., with its registered address at 3-5/F Building No.6, Southeast University Science Park, 6 Changjianghou Street, Xuanwu District, Nanjing and its legal representative being Yu Dunde (“ (2) Party B Beijing Tuniu Technology Co., Ltd., with its registered address at R1006] [SHAREHOLDERS’ VOTING RIGHTS AGREEMENT This Agreement is entered into on September 17, 2008 by and among: (1) Wholly-owned Company Beijing Tuniu Technology Co., Ltd., with its registered address at Suite 1050, Shangdi Xingang Office Building, Suite 1050, 30 East Anningzhuang Road, Qinghe, Haidian District, Beijing, and legal representative being Yu Dunde (“ (2) Nanjing Tuniu Nanjing Tuniu Technology Co., Ltd.,] [POWER OF ATTORNEY Power of Attorney Attorney-in-fact This Power of Attorney (“ Nanjing Tuniu I, Yu Dunde, hereby irrevocably entrusts the Attorney-in-fact with full power and authority to act as the Attorney-in-fact to exercise on my behalf all rights conferred to me as a shareholder of Nanjing Tuniu Technology Co., Ltd. (“ (1) acting as the Attorney-in-fact to attend the] [Equity Interest Pledge Agreement by and between Beijing Tuniu Technology Co., Ltd. as one party and Yu Dunde, Yan Haifeng, Wang Tong, Wang Jiping, Wen Xin, Tan Yongquan and Wang Haifeng collectively as the other party September 17, 2008 Equity Interest Pledge Agreement Agreement This Equity Interest Pledge Agreement (this “ (1) Pledgee Beijing Tuniu Technology Co., Ltd., with its] [Purchase Option Agreement (2014 Second Amendment) by and between Beijing Tuniu Technology Co., Ltd. as one party and Yu Dunde, Yan Haifeng, Wang Tong, Wang Jiping, Wen Xin, Tan Yongquan and Wang Haifeng collectively as the other party March 19, 2014 Purchase Option Agreement (2014 Second Amendment) Agreement This Purchase Option Agreement (this “ (1) Party A Beijing Tuniu Technology] [Supplemental Agreement to Equity Interest Pledge Agreement Supplemental Agreement th This Supplemental Agreement to Equity Interest Pledge Agreement (this “ (1) Pledgee Beijing Tuniu Technology Co., Ltd., with its registered address at ***, and legal representative being Yu Dunde (“ (2) Yu Dunde, with his domicile at ***, and ID number being ***; (3) Yan Haifeng, with his domicile at] [List of Principal Subsidiaries and Consolidated Affiliated Entities of Tuniu Corporation Place of Incorporation Subsidiaries Tuniu (HK) Limited Hong Kong Tuniu (Nanjing) Information Technology Co., Ltd. PRC Beijing Tuniu Technology Co., Ltd. PRC Consolidated Affiliated Entities Nanjing Tuniu Technology Co., Ltd. PRC Beijing Tuniu International Travel Service Co., Ltd. PRC Nanjing Tuniu International Travel Service Co. Ltd. PRC Shanghai Tuniu] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Tuniu Corporation of our report dated March 6, 2014 , except for the stock options granted as of April 1, 2014 and 2014 Share Incentive Plan described in Note 15 (b) as to which the date is April 4,] [April 3, 2014 Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.4 20 d652797dex234.htm EX-23.4] [April 2, 2014 Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Ladies and Gentlemen: Sincerely yours, EX-23.5 21 d652797dex235.htm EX-23.5] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com April 4, 2014 To: Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Re: PRC Legal Opinion on Certain PRC Law Matters PRC We are lawyers qualified in the People’s Republic of China (the “] [Consent of iResearch Consulting Group March 4, 2014 Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Ladies and Gentlemen: Company Yours faithfully iResearch Consulting Group EX-99.3 23 d652797dex993.htm EX-99.3]