[Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Tuniu Corporation, a company incorporated in the Cayman Islands (the “ (2) PRC Purchaser HNA Tourism Holding (Group) Co., Ltd., a company organized under the laws of the People’s Republic of China (the “ Party , Parties The Purchaser and the Company are sometimes each referred to herein] [AMENDMENT NO. 1 TO SUBSCRIPTION AGREEMENT Amendment This Amendment No. 1 (this “ (1) Company Tuniu Corporation, a company incorporated in the Cayman Islands (the “ (2) PRC HNA HNA Tourism Holding (Group) Co., Ltd., a company organized under the laws of the People’s Republic of China (the “ Party Parties The Parties are each referred to herein as a] [Execution Version INVESTOR RIGHTS AGREEMENT dated as of November 20, 2015 between TUNIU CORPORATION and HNA TOURISM HOLDING (GROUP) CO, LTD. Execution Version TABLE OF CONTENTS ARTICLE 1 EFINITIONS D Definitions Section 1.01. 1 Other Definitional and Interpretative Provisions Section 1.02. 3 ARTICLE 2 ORPORATE OVERNANCE C Board Representation Section 2.01. 4 Expenses and Indemnification Section 2.02. 5 No Inconsistent] [AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENT Amendment Company HNA This AMENDMENT NO. 1 (this “ RECITALS A. Subscription Agreement Closing The Company and HNA entered into a subscription agreement, dated as of November 20, 2015 (the “ B. IRA HNA Director The Company and HNA entered into an Investor Rights Agreement dated as of November 20, 2015 (the “] [Execution Version ASSIGNMENT AND ASSUMPTION AGREEMENT AND JOINDER Agreement Effective Date HNA BHR Parties THIS ASSIGNMENT AND ASSUMPTION AGREEMENT AND JOINDER (this “ Recitals A. Tuniu Subscription Agreement IRA HNA and Tuniu Corporation, a company incorporated in the Cayman Islands (“ B. NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this] [JOINT FILING AGREEMENT This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together shall constitute one and the same instrument. BHR (SHANGHAI) INVESTMENT FUND IV, L.P. BEIJING JINGLVSHENGHONG INVESTMENT MANAGEMENT CO., LTD. Its: GENERAL PARTNER Jie Zhu Legal Representative BHR RUILA (SHANGHAI) INVESTMENT MANAGEMENT CO., LTD. Its:] [POWER OF ATTORNEY BHR (SHANGHAI) INVESTMENT FUND IV, L.P. BHR (SHANGHAI) INVESTMENT FUND IV, L.P. BEIJING JINGLVSHENGHONG INVESTMENT MANAGEMENT CO., LTD. Its: GENERAL PARTNER Jie Zhu Legal Representative Its: GENERAL PARTNER Chengang Zhu Executive Director POWER OF ATTORNEY BHR WINWOOD INVESTMENT MANAGEMENT LIMITED BHR WINWOOD INVESTMENT MANAGEMENT LIMITED Jie Zhu Director EX-7.7 8 d109703dex77.htm EX-7.7] [CUSIP No. 89977P106 13D Page 2 of Pages 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS [ENTITIES ONLY] BHR (Shanghai) Investment Fund IV, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP ¨ x (a) 3 SEC USE ONLY 4 SOURCE OF FUND OO]