The following discussion of our financial condition and results of operations is based upon, and should be read in conjunction with, our audited consolidated financial statements and the related notes included in this annual report on Form 20-F. This report contains forward-looking statements. See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report on Form 20-F. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. A.Operating Results Overview We are an online leisure travel company in China that generates revenue from packaged tours and travel-related services for leisure travelers. We generated net revenues of RMB441.3 million, RMB513.6 million and RMB578.0 million (US$82.6 million) in 2023, 2024 and 2025, respectively. We recognize revenues on a net basis for business arrangements under which our role acts as an agent that provides tour booking services under our organized tour arrangements with tour operators. We recognize revenues on a gross basis for business arrangements for our own brand Niu Tour in which we act as a principal. We had a net loss of RMB101.1 million and a net income of RMB83.7 million and RMB29.7 million (US$4.2 million) in 2023, 2024 and 2025, respectively. We generally collect payments from our customers upon contract confirmation before we pay travel suppliers. Our net cash provided by operating activities was RMB232.8 million and RMB96.3 million for the year ended December 31, 2023 and 2024 respectively, and our net cash used in operating activities was RMB109.1 million (US$15.6 million) for the year ended December 31, 2025. Our ability to achieve and maintain profitability depends on our ability to effectively reduce our costs and expenses as a percentage of our net revenues. Our cost of revenues were RMB147.6 million, RMB155.6 million and RMB243.0 million (US$34.7 million) in 2023, 2024 and 2025, respectively, representing 33%, 30% and 42% of our revenues, respectively. Our operating expenses were RMB395.6 million, RMB294.8 million and RMB323.7 million (US$46.3 million) in 2023, 2024 and 2025, respectively, representing 90%, 57% and 56% of our revenues, respectively. The costs and expenses were affected by the level of spending associated with our business operations, including expenses related to regional expansion, branding and advertising campaigns, mobile related initiatives, technology, product development and administrative personnel, such as share-based compensation. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—We face risks related to natural disasters and health epidemics.” Selected Income Statement Items Revenues We generate revenues primarily from sales of packaged tours, which consist of organized tours and self-guided tours. The following table sets forth the components of our revenues in absolute amounts and as percentages of our net revenues for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except percentages) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Packaged tours 333,357 ​ 75.5 ​ 407,462 ​ 79.3 ​ 493,481 ​ 70,567 ​ 85.4 Others 107,913 ​ 24.5 ​ 106,160 ​ 20.7 ​ 84,493 ​ 12,082 ​ 14.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues 441,270 ​ 100.0 ​ 513,622 ​ 100.0 ​ 577,974 ​ 82,649 ​ 100.0 ​ Packaged tours. Packaged tours consist of organized tours and self-guided tours. In 2023, 2024 and 2025, revenues from sales of packaged-tours were RMB333.4 million, RMB407.5 million and RMB493.5 million (US$70.6 million), respectively. Under the organized tour arrangements with the tour operators, our role is an agent that provides tour booking services. We also operate our own brand Niu Tour business by self-operated and OEM local tour business model. Revenues from our own brand Niu Tour business were RMB100.1 million, RMB108.0 million and RMB233.8 million (US$33.4 million) for the years ended December 31, 2023, 2024 and 2025, respectively. Revenues from packaged tours were recognized when the tours depart, except for revenues for our own brand Niu Tour business in which we act as principal, which were recognized over time during the period of packaged tours. Our revenues from packaged tours, increased by 22.2% from RMB333.4 million in 2023 to RMB407.5 million in 2024, and further increased by 21.1% to RMB493.5 million (US$70.6 million) in 2025. 85 Table of Contents Others. Other revenues were RMB107.9 million, RMB106.2 million and RMB84.5 million (US$12.1 million) in 2023, 2024 and 2025, respectively. Our other revenues are primarily generated from (i) commission fees from other travel-related products and services, such as tourist attraction tickets, visa application services, accommodation reservation and transportation ticketing, with revenue recognized of RMB44.6 million, RMB47.9 million and RMB37.3million (US$5.3 million) for the years ended December 31, 2023, 2024 and 2025, respectively and (ii) fees for advertising services that we provide primarily to domestic and foreign tourism boards and bureaus, with revenue recognized of RMB27.6 million, RMB31.3 million and RMB29.3 million (US$4.2 million) for the years ended December 31, 2023, 2024 and 2025, respectively and (iii) service fees received from insurance companies, with revenue recognized of RMB8.4 million, RMB11.2 million and RMB10.5 million (US$1.5 million) for the years ended December 31, 2023, 2024 and 2025, respectively and (iv) sales of merchandises, whereas we are acting as a principal in these transactions and are responsible for fulfilling the promise to provide the specified merchandises, for which revenue is recognized on gross basis with revenue recognized of RMB6.3 million, RMB7.9 million and RMB3.6 million (US$0.5 million) for the years ended December 31, 2023, 2024 and 2025, respectively. Cost of Revenues Our cost of revenues accounted for 33.4%, 30.3% and 42.0% as percentages of our net revenues in 2023, 2024 and 2025, respectively. Revenues from packaged tours are mainly recognized on net basis (except for our own brand Niu Tour business in which we act as a principal, for which revenues are recognized on gross basis). Accordingly, the amounts we pay to travel suppliers for packaged tours are mainly recorded as a reduction to revenues, rather than cost of revenues. Our cost of revenues mainly consists of amounts paid to tour operators or suppliers in connection with our own brand Niu Tour business in which we act as a principal, for which revenues are recognized on gross basis, salaries and other compensation-related expenses related to our tour advisors, customer services representatives, other personnel related to tour transactions and other expenses directly attributable to our principal operations, primarily including payment processing fees, telecommunication expenses, rental expenses, depreciation expenses, cost of merchandises and other service fees for financial service. Operating Expenses Our operating expenses were RMB395.6 million, RMB294.8 million and RMB323.7 million (US$46.3 million) in 2023, 2024 and 2025, respectively. The following table sets forth the components of our operating expenses in absolute amounts and as percentages of our net revenues for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except percentages) Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and product development (56,974) ​ (12.9) ​ (52,682) ​ (10.3) ​ (58,979) ​ (8,434) ​ (10.2) Sales and marketing (117,706) ​ (26.6) ​ (180,321) ​ (35.0) ​ (193,884) ​ (27,725) ​ (33.6) General and administrative (113,221) ​ (25.7) ​ (87,657) ​ (17.1) ​ (71,848) ​ (10,274) ​ (12.4) Impairment of goodwill ​ (114,661) ​ (26.0) ​ — ​ (0.0) ​ — ​ — ​ (0.0) Other operating income 7,009 ​ 1.6 ​ 25,888 ​ 5.0 ​ 964 ​ 138 ​ 0.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses (395,553) ​ (89.6) ​ (294,772) ​ (57.4) ​ (323,747) ​ (46,295) ​ (56.0) ​ Research and product development expenses. Research and product development expenses primarily comprise salaries and other compensation expenses for our research and product development personnel as well as office rental, depreciation and other expenses related to our research and product development function. Research and product development expenses also include expenses that are incurred in connection with the planning and implementation phases of development and costs that are associated with the maintenance of our online platform or software for internal use. Research and product development expenses were RMB57.0 million, RMB52.7 million and RMB59.0 million (US$8.4 million) in 2023, 2024 and 2025, respectively. Sales and marketing expenses. Sales and marketing expenses primarily comprise marketing and promotional expenses, salaries and other compensation expenses for our sales and marketing personnel, office rental, depreciation and other expenses related to our sales and marketing function. Our sales and marketing expenses were RMB117.7 million, RMB180.3 million and RMB193.9 million (US$27.7 million) in 2023, 2024 and 2025, respectively. 86 Table of Contents General and administrative expenses. General and administrative expenses primarily comprise salaries and other compensation expenses for our administrative personnel, professional service fees, office rental, depreciation, bad debt and other expenses related to our administrative function. General and administrative expenses were RMB113.2 million, RMB87.7 million and RMB71.8 million (US$10.3 million) in 2023, 2024 and 2025, respectively. Impairment of goodwill. Impairment of goodwill is recognized for the amount by which the carrying amount of our net assets exceeds the fair value of reporting unit. Impairment of goodwill was RMB114.0 million, nil and nil in 2023, 2024 and 2025, respectively. Other operating income. Other operating income relates primarily to gain on disposals of subsidiaries, government subsidies and tax refunds that we receive from provincial and local governments. Government subsidies are granted from time to time at the discretion of the government authorities. These subsidies are granted for general corporate purposes and to support our ongoing operations in the region. Other operating income accounted for 1.6%, 5.0% and 0.2% of our net revenues in 2023, 2024 and 2025, respectively. Taxation Cayman Islands We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands. Hong Kong Companies registered in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong. Under the Hong Kong tax law, our Hong Kong subsidiaries are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends. PRC Our PRC subsidiaries and the consolidated affiliated entities are subject to PRC enterprise income tax on the taxable income in accordance with the PRC income tax laws. Under the Enterprise Income Tax Law effective from January 1, 2008 and most recently amended in 2018, our PRC subsidiaries and consolidated affiliated entities are subject to the statutory rate of 25%, subject to preferential tax treatments available to qualified enterprises in certain sectors of the economy. Nanjing Tuniu has qualified as an HNTE since 2010. In 2025, Nanjing Tuniu obtained a new HNTE certificate, which expires in 2028. Therefore, Nanjing Tuniu is eligible to enjoy a preferential tax rate of 15% from 2025 to 2027 to the extent it has taxable income under the Enterprise Income Tax Law, as long as it maintains the HNTE qualification and duly conducts enterprise income tax filing procedures with the tax authority. Tuniu Nanjing Information Technology qualified as an HNTE since 2017. In 2023, Tuniu Nanjing Information Technology obtained a new HNTE certificate, which expires in 2026. Therefore, Tuniu Nanjing Information Technology is eligible to enjoy a preferential tax rate of 15% from 2023 to 2025 to the extent it has taxable income under the Enterprise Income Tax Law, as long as it maintains the HNTE qualification and duly conducts enterprise income tax filing procedures with the tax authority. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income, which became effective on December 8, 2006, a company incorporated in Hong Kong, such as Tuniu (HK) Limited, will be subject to withholding income tax at a rate of 5% on dividends it receives from its PRC subsidiaries, if it holds a 25% or more interest in that particular PRC subsidiary, or 10% if it holds less than a 25% interest in that PRC subsidiary. If the PRC tax authorities determine that we are a PRC resident enterprise for PRC enterprise income tax purposes under the Enterprise Income Tax Law, we will be subject to the uniform 25% enterprise income tax on our worldwide income. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Under the PRC Enterprise Income Tax Law, we may be classified as a PRC resident enterprise for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and would have a material adverse effect on our results of operations and the value of your investment.” 87 Table of Contents Pursuant to the applicable PRC tax regulations, any entity conducting business in the service industry is generally required to pay value-added tax, or VAT, at the rate of 6% on the revenues generated from providing such services. Entities engaging in the travel business can deduct certain approved costs from their revenues in calculating VAT. The majority of our business is subject to VAT at a rate of 6%. We are permitted to offset input VAT by providing valid VAT invoices received from vendors against our output VAT liability. Alternatively, the taxable income of tourism business may be calculated on net basis by deducting expenses (including expenses for accommodation, catering, transportation, visa, ticket and tourism fee paid to other entities/ individuals) if valid invoices are obtained. On May 6, 2016, the State Taxation Administration issued the Administrative Measures for Value Added Tax Exemption on Cross-border Taxable Activities under the Program for the Collection of Value Added-Tax Instead of Business Tax, which was most recently amended on June 15, 2018, pursuant to which the tourism services provided overseas are exempted from VAT. Certain Corrections We announced unaudited quarterly financial results in 2025 and 2026. In the course of preparing our audited consolidated financial statements for the year ended December 31, 2025, we made the following corrections to our unaudited condensed consolidated balance sheets. Included below are the revised financial statement line items and corresponding amounts (in RMB thousands) that were affected: Unaudited First Quarter 2025 Financial Results: ●ordinary shares of 232, changed from 249; ●less: treasury stock of (133,837), changed from (342,050); ●accumulated deficit of (8,263,272), changed from (8,055,076); Unaudited Second Quarter 2025 Financial Results: ●ordinary shares of 232, changed from 249; ●less: treasury stock of (143,866), changed from (352,079); ●accumulated deficit of (8,248,746), changed from (8,040,550); Unaudited Third Quarter 2025 Financial Results: ●ordinary shares of 232, changed from 249; ●less: treasury stock of (156,743), changed from (364,956); ●accumulated deficit of (8,228,995), changed from (8,020,799); Unaudited Fourth Quarter and Fiscal Year 2025 Financial Results: ●ordinary shares of 219, changed from 249; ●less: treasury stock of (82,474), changed from (380,260); ●accumulated deficit of (8,317,009), changed from (8,019,253); The corrections did not affect total Tuniu Corporation shareholders’ equity on our consolidated balance sheets, nor did they have any impact to our consolidated statements of comprehensive (loss)/ income, including net (loss)/ income per ordinary share - basic and diluted or net (loss)/ income per ADS - basic and diluted. 88 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations in absolute amounts and as percentages of our net revenues for the periods indicated. The period-to-period comparisons of results of operations should not be relied upon as indicative of future performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except percentages) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Packaged tours 333,357 ​ 75.5 ​ 407,462 ​ 79.3 ​ 493,481 ​ 70,567 ​ 85.4 Others 107,913 ​ 24.5 ​ 106,160 ​ 20.7 ​ 84,493 ​ 12,082 ​ 14.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues 441,270 ​ 100.0 ​ 513,622 ​ 100.0 ​ 577,974 ​ 82,649 ​ 100.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues (147,581) ​ (33.4) ​ (155,590) ​ (30.3) ​ (242,992) ​ (34,747) ​ (42.0) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit 293,689 ​ 66.6 ​ 358,032 ​ 69.7 ​ 334,982 ​ 47,902 ​ 58.0 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and product development (56,974) ​ (12.9) ​ (52,682) ​ (10.3) ​ (58,979) ​ (8,434) ​ (10.2) Sales and marketing (117,706) ​ (26.7) ​ (180,321) ​ (35.1) ​ (193,884) ​ (27,725) ​ (33.5) General and administrative (113,221) ​ (25.7) ​ (87,657) ​ (17.1) ​ (71,848) ​ (10,274) ​ (12.4) Impairment of goodwill ​ (114,661) ​ (26.0) ​ — ​ (0.0) ​ — ​ — ​ (0.0) Other operating income 7,009 ​ 1.6 ​ 25,888 ​ 5.0 ​ 964 ​ 138 ​ 0.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss/(income) from operations (101,864) ​ (23.1) ​ 63,260 ​ 12.3 ​ 11,235 ​ 1,607 ​ 1.9 Other income/(expenses): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest and investment income, net 5,689 ​ 1.3 ​ 19,866 ​ 3.9 ​ 25,769 ​ 3,685 ​ 4.5 Interest expense (3,525) ​ (0.8) ​ (3,320) ​ (0.6) ​ (2,022) ​ (289) ​ (0.3) Foreign exchange gains/(losses), net (6,483) ​ (1.5) ​ (6,837) ​ (1.3) ​ (3,827) ​ (547) ​ (0.7) Other income, net 7,107 ​ 1.6 ​ 10,081 ​ 2.0 ​ (652) ​ (93) ​ (0.1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss/(income) before income tax expense (99,076) ​ (22.5) ​ 83,050 ​ 16.2 ​ 30,503 ​ 4,363 ​ 5.3 Income tax expense (1,441) ​ (0.3) ​ (837) ​ (0.2) ​ (1,425) ​ (204) ​ (0.2) Equity in (loss)/income of affiliates (580) ​ (0.1) ​ 1,486 ​ 0.3 ​ 579 ​ 83 ​ 0.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income (101,097) ​ (22.9) ​ 83,699 ​ 16.3 ​ 29,657 ​ 4,242 ​ 5.1 ​ Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net Revenues. Net revenues were RMB513.6 million and RMB578.0 million (US$82.6 million) in 2024 and 2025, respectively. ● Revenues from packaged tours. Revenues from packaged tours increased by 21.1% from RMB407.5 million in 2024 to RMB493.5 million (US$70.6 million) in 2025, primarily due to the growth of both organized tours and self-guided tours. ● Other revenues. Other revenues decreased by 20.4% from RMB106.2 million in 2024 to RMB84.5 million (US$12.1 million) in 2025, primarily due to the decrease in the commission fees received from other travel-related products. Cost of Revenues. Our cost of revenues increased by 56.2% from RMB155.6 million in 2024 to RMB243.0 million (US$34.7 million) in 2025. As a percentage of net revenues, cost of revenues was 42.0% in 2025 compared to 30.3% in 2024. Operating Expenses. Operating expenses increased by 9.8% from RMB294.8 million in 2024 to RMB323.7 million (US$46.3 million) in 2025. 89 Table of Contents ● Research and product development. Research and product development expenses increased by 12.0% from 52.7 million in 2024 to RMB59.0 million (US$8.4 million) in 2025, primarily due to the increase in research and product development personnel related expenses. ● Sales and marketing. Sales and marketing expenses increased by 7.5% from RMB180.3 million in 2024 to RMB193.9 million (US$27.7 million) in 2025, primarily due to the increase in promotion expenses. ● General and administrative. General and administrative expenses decreased by 18.0% from RMB87.7 million in 2024 to RMB71.8 million (US$10.3 million) in 2025, primarily due to the decrease in general and administrative personnel related expenses and impairment of property and equipment, net. ● Other operating income. Other operating income decreased by 96.3% from RMB25.6 million in 2024 to RMB1.0 million (US$0.1 million) in 2025, primarily due to the decrease in gain on disposals of subsidiaries. Interest and investment income, net. Interest and investment income, net increased by 30.7% from RMB19.9 million in 2024 to RMB25.8 million (US$3.7 million) in 2025, primarily due to the decrease in impairment of long-term investments. Net income. As a result of the foregoing, there is a net income of RMB29.7 million (US$4.2 million) in 2025, compared to a net income of RMB83.7 million in 2024. Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net Revenues. Net revenues were RMB441.3 million and RMB513.6 million in 2023 and 2024, respectively. ● Revenues from packaged tours. Revenues from packaged tours increased by 22.2% from RMB333.4 million in 2023 to RMB407.5 million in 2024, primarily due to the growth of organized tours as a result of increasing travel demands after the COVID-19 pandemic. ● Other revenues. Other revenues decreased by 1.6% from RMB107.9 million in 2023 to RMB106.2 million in 2024, primarily due to the decrease in revenues generated from our financial services. Cost of Revenues. Our cost of revenues increased by 5.4% from RMB147.6 million in 2023 to RMB155.6 million in 2024. As a percentage of net revenues, cost of revenues was 33.4% in 2023 compared to 30.3% in 2024. Operating Expenses. Operating expenses decreased by 25.5% from RMB395.6 million in 2023 to RMB294.8 million in 2024, primarily due to the decrease in gain on disposals of subsidiaries. ● Research and product development. Research and product development expenses decreased by 7.5% from 57.0 million in 2023 to RMB52.7 million in 2024, primarily due to the decrease in research and product development personnel related expenses. ● Sales and marketing. Sales and marketing expenses increased by 53.2% from RMB117.7 million in 2023 to RMB180.3 million in 2024, primarily due to the increase in promotion expenses. ● General and administrative. General and administrative expenses decreased by 22.6% from RMB113.2 million in 2023 to RMB87.7 million in 2024, primarily due to the impairment of property and equipment under the net method of recording in 2024. ● Other operating income. Other operating income increased from RMB7.0 million in 2023 to RMB25.6 million in 2024, primarily due to the decrease in gain on disposals of subsidiaries. Net (loss)/income. As a result of the foregoing, there is a net income of RMB83.7 million in 2024, compared to a loss of RMB101.1 million in 2023. 90 Table of Contents Foreign Currency For the year ended December 31, 2025, we recorded RMB6.0 million (US$0.9 million) of net foreign currency translation loss in accumulated other comprehensive income as a component of shareholders’ equity. To date, we have not entered into any material hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. See also “Item 3. Key Information—D. Risk Factors— Risks Related to Doing Business in China—Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment” and “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Foreign Exchange Risk.” Recent Accounting Pronouncements See Note 2(ah) to our consolidated financial statements included elsewhere in this annual report for discussion on recent issued accounting pronouncements. B.Liquidity and Capital Resources Our primary sources of liquidity have been proceeds from operating activities, borrowings from banks, private issuances of ordinary and preferred shares, and our initial public offering. Our principal uses of cash were for operating activities, primarily including payments made to travel suppliers, marketing and brand promotion expenses, salaries and other compensation expenses as well as office rental and professional service fees. Generally, our customers pay us upon contract confirmation, which is usually more than one month before the departure dates, and we pay the travel suppliers at a later date. The timing difference between when the cash is collected from our customers and when payments are made to travel suppliers increases our operating cash inflow and provides us with a source of liquidity to fund our settlement of outstanding accounts payable to travel suppliers and our prepayment to travel suppliers to secure packaged tours during peak seasons. Our advances from customers decreased from RMB270.2 million as of December 31, 2023 to RMB247.2 million as of December 31, 2024 and further decreased to RMB184.5 million (US$26.4 million) as of December 31, 2025, primarily due to the change in our operation mode. Accounts and notes payable decreased from RMB317.1 million as of December 31, 2023 to RMB290.1 million as of December 31, 2024 and further decreased to RMB219.4 million (US$31.4 million) as of December 31, 2025, primarily due to the acceleration of settlement with travel suppliers. Furthermore, prepayments and other current assets, net, increased from RMB234.2 million as of December 31, 2023 to RMB235.4 million as of December 31, 2024 and decreased to RMB157.6 million (US$22.5 million) as of December 31, 2025. Moreover, our sales and marketing expenses increased from RMB117.7 million in 2023 to RMB180.3 million in 2023 and further increased to RMB193.9 million (US$27.7 million) in 2025, primarily due to the increases in promotion expenses and marketing personnel related expenses. As a result, our net cash provided by operating activities was RMB232.8 million and RMB113.2 million in 2023 and 2024, respectively, and our net cash used in operating activities was RMB109.1 million (US$15.6 million) in 2025. Our cash and cash equivalents consist of cash on hand and cash in bank, including demand bank deposits. Our short-term investments comprise financial products issued by banks or other financial institutions. As of December 31, 2024 and 2025, we had RMB1,267.2 million and RMB1,139.1 million (US$162.9 million) in cash and cash equivalents, restricted cash, short-term investments and long-term deposits, respectively. As of December 31, 2024 and 2025, we obtained cash from banks by discounting of bank acceptance notes with the amount of RMB180.0 million and RMB100.0 million (US$14.3 million), respectively, which are repayable within one year with interest rate ranging from 0.9% to 1.25%. The issuance of notes payable is pledged by our company’s bank deposits of RMB180.0 million and RMB100.0 million (US$14.3 million) as of December 31, 2024 and 2025, which were recorded in short-term investments. 91 Table of Contents We had net loss of RMB101.1 million and net income of RMB83.7 million and RMB29.7 million (US$4.2 million), for the years ended December 31, 2023, 2024 and 2025, respectively. Our net cash provided by operating activities was RMB232.8 million and RMB96.3 million for the year ended December 31, 2023 and 2024, respectively, and our net cash used in operating activities was RMB109.1 million (US$15.6 million) for the year ended December 31, 2025. As of December 31, 2025, our accumulated deficit was RMB8,317.0 million (US$1,189.3 million) and we had cash and cash equivalents and short-term investments of RMB1,060.9 million (US$151.7 million) and working capital of RMB660.5 million (US$94.5 million). Based on our liquidity assessment, which has considered our operations at the current business scale, the available funding from maturity of our short-term and long-term investments and the available cash and cash equivalents, we will be able to meet our working capital requirements and capital expenditures in the ordinary course of business for the next twelve months subsequent to the filing of this annual report. The following table sets forth a summary of our cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ RMB ​ ​ ​ US$ ​ ​ ​ ​ (in thousands, except percentages) Net cash provided by/ (used in) operating activities 232,838 ​ 96,281 ​ (109,068) ​ (15,598) Net cash provided by investing activities 40,930 ​ 26,661 ​ 4,876 ​ 698 Net cash used in financing activities (22,579) ​ (73,979) ​ (160,087) ​ (22,891) Effect of exchange rate changes on cash, cash equivalents and restricted cash (4,183) ​ (2,789) ​ (9,336) ​ (1,335) Net increase/ (decrease) in cash, cash equivalents and restricted cash 247,004 ​ 46,174 ​ (273,615) ​ (39,126) Cash, cash equivalents and restricted cash at the beginning of year 197,887 ​ 444,891 ​ 491,065 ​ 70,221 Cash, cash equivalents and restricted cash at the end of year 444,891 ​ 491,065 ​ 217,450 ​ 31,095 ​ Operating Activities Our net cash used in operating activities was RMB109.1 million (US$15.6 million) in 2025, primarily attributable to cash inflows from sales of our travel products and services of RMB3,827.2 million (US$547.3 million) and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB52.9 million (US$7.6 million), that were offset by cash outflows due to payments to travel suppliers of RMB3,643.7 million (US$521.0 million), payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB184.5 million (US$26.4 million), payments for marketing and promotional activities, office rental and utilities and professional services of RMB159.6 million (US$22.8 million) and payments of taxes and levies of RMB1.4 million (US$0.2 million). Our net cash provided by operating activities was RMB96.3 million in 2024, primarily attributable to cash inflows from sales of our travel products and services of RMB3,721.7 million and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB54.2 million, that were offset by cash outflows due to payments to travel suppliers of RMB3351.3 million, payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB174.3 million, payments for marketing and promotional activities, office rental and utilities and professional services of RMB138.8 million and payments of taxes and levies of RMB15.2 million. Our net cash provided by operating activities was RMB232.8 million in 2023, primarily attributable to cash inflows from sales of our travel products and services of RMB3,455.3 million and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB50.8 million, that were offset by cash outflows due to payments to travel suppliers of RMB2,982.1 million, payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB164.2 million, payments for marketing and promotional activities, office rental and utilities and professional services of RMB63.3 million and payments of taxes and levies of RMB19.2 million. 92 Table of Contents Investing Activities Our net cash provided by investing activities was RMB4.9 million (US$0.7 million) in 2025, primarily attributable to the purchase of short-term and long-term investments of RMB700.4 million (US$100.2 million) and the purchase of property and equipment and intangible assets of RMB7.1 million (US$1.0 million), which were offset by the decrease in loan receivable of RMB21.1 million (US$3.0 million), the proceeds from maturity of short-term and long-term investments of RMB580.2 million (US$83.0 million), cash received from disposals of subsidiaries of RMB1.0 million (US$0.1 million), cash received from disposals of equity investments by dividend of RMB24.1 million (US$3.5 million) and cash received from disposals of land use right and construction in progress of RMB85.9 million (US$12.3 million). Our net cash provided by investing activities was RMB26.6 million in 2024, primarily attributable to the purchase of short-term and long-term investments of RMB636.5 million, the decrease in cash from disposals of subsidiaries of RMB7.1 million and the purchase of property and equipment and intangible assets of RMB11.8 million, which were offset by the decrease in loan receivable of RMB5.4 million, the proceeds from maturity of short-term and long-term investments of RMB668.1 million and cash received from disposals of equity investments by dividend of RMB8.6 million. Our net cash provided by investing activities was RMB40.9 million in 2023, primarily attributable to the purchase of short-term and long-term investments of RMB606.9 million and the purchase of property and equipment and intangible assets of RMB9.8 million and cash paid for long-term investments of RMB1.1 million, which were offset by the decrease in loan receivable of RMB75.8 million, the proceeds from maturity of short-term and long-term investments of RMB579.4 million, cash received from disposals of subsidiaries of RMB3.2 million and cash received from disposals of equity investments by dividend of RMB0.2 million. Financing Activities Our net cash used in financing activities in 2025 was RMB160.1 million (US$22.9 million), primarily attributable to RMB360.0 million (US$51.5 million) for repayments of short-term and long-term borrowings, RMB51.2 million (US$7.3 million) for payment of share repurchase and RMB29.8 million (US$4.3 million) for cash dividend, which were partially offset by RMB280.0 million (US$40.0 million) of proceeds from short-term and long-term borrowings and cash contribution from noncontrolling interests of RMB0.9 million (US$0.1 million). Our net cash used in financing activities in 2024 was RMB74.0 million, primarily attributable to RMB361.0 million for repayments of short-term and long-term borrowings and RMB27.2 million for repurchase of redeemable noncontrolling interests and RMB44.9 million for payment of share repurchase, which were partially offset by RMB359.0 million of proceeds from short-term and long-term borrowings. Our net cash used in financing activities in 2023 was RMB22.6 million, primarily attributable to RMB400.8 million for repayments of short-term and long-term borrowings, which were partially offset by RMB378.0 million of proceeds from short-term and long-term borrowings. Material Cash requirements Our material cash requirements as of December 31, 2025 mainly include debt obligations, operating lease obligations and capital expenditure commitments, as below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by Period ​ ​ ​ ​ Less Than ​ ​ ​ ​ ​ More Than ​ ​ ​ ​ Total ​ ​ ​ 1 Year ​ ​ ​ 1-3 Years ​ ​ ​ 3-5 Years ​ ​ ​ 5 Years ​ ​ ​ ​ (In RMB thousands) Operating Lease Obligations 5,612 ​ 2,207 ​ 2,110 ​ 228 ​ 1,067 Bank Borrowings 35 ​ 35 ​ — ​ — ​ — Capital Commitments 1,040 ​ 1,040 ​ — ​ — ​ — ​ Our operating lease obligations primarily represent our obligations for the leased premises of our headquarter. Our short-term bank borrowings represent borrowings from banks with maturity of less than one year. Our capital commitments are commitments in relation to the purchase of property and equipment including leasehold improvements. 93 Table of Contents We intend to fund our existing and future material cash requirements for at least the next twelve months after the issuance of this report using our existing cash balance, and these commitments have been considered in our assessment that we will be able to meet our obligations as they become due over that period. We will continue to make cash commitments, including capital expenditures, to support the growth of our business. We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any off-balance sheet derivative instruments. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025. As of December 31, 2025, for the purpose of indebtedness, save as disclosed in our consolidated financial statements included elsewhere in this annual report, we did not have significant contingent liabilities. Holding Company Structure We are a holding company with no operations of our own. We conduct our business in China through our PRC subsidiaries and the consolidated affiliated entities. As a result, our ability to pay dividends to our shareholders depends upon dividends paid by our PRC subsidiaries. If our PRC subsidiaries or any newly formed PRC subsidiaries incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our PRC subsidiaries are permitted to pay dividends to us only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our PRC subsidiaries are required to set aside at least 10% of their respective accumulate profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of their respective registered capital. In addition, our PRC subsidiaries may allocate a portion of their respective after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion, and our consolidated affiliated entity may allocate a portion of its after-tax profits based on PRC accounting standards to a surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. As our PRC subsidiaries and consolidated affiliated entity have incurred losses, they have not started to contribute to the statutory reserve funds and discretionary funds. Remittance of dividends by a wholly foreign-owned company out of mainland China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries have never paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. C.Research and Development We have built our technology infrastructure with high levels of performance, reliability, scalability and security. We rely on internally developed proprietary technologies and licensed technologies to manage and improve our website, mobile platform and management systems. We have a team of engineers dedicated to the research and development of website operations, mobile platform, search engine, data analytics and supply chain management system. Research and product development expenses primarily comprise salaries and other compensation expenses for our research and product development personnel as well as office rental, depreciation and other expenses related to our research and product development function. Research and product development expenses also include expenses that are incurred in connection with the planning and implementation phases of development and costs that are associated with the maintenance of our online platform or software for internal use. Our research and product development expenses decreased from RMB57.0 million in 2023 to RMB52.7 million in 2024, but increased to RMB59.0 million (US$8.4 million) million in 2025, primarily due to the fluctuations in research and development personnel related expenses. D.Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2026 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions. 94 Table of Contents E.Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis. We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements. For a detailed discussion of our principal accounting policies and related judgments, see “Notes to Consolidated Financial Statements – Note 2 Principal Accounting Policies”. Long-term investments Long-term investments include equity investments and other long-term investments, which involve significant accounting estimates. Equity investments We elect a measurement alternative for equity investments that do not have readily determinable fair values and where we do not have the ability to exercise significant influence over operating and financial policies of the entity. Under the measurement alternative, we measured these investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. An impairment loss is recognized in the consolidated statements of comprehensive (loss)/income equal to the excess of the investment’s cost over its fair value when the impairment is deemed other-than-temporary. For the year ended December 31, 2025, we recognized an impairment loss of RMB13.6 million (US$1.9 million) on certain equity investments based on our assessment of current economic and market conditions with the considerations of the operating performance of the investees. The key parameters used in the assessment of certain investment are trailing P/S and discount for lack of marketability. When our assumptions related to the estimates of the fair value of the investments decreased/increased by 5% while holding all other estimates constant, there would be no significant impact to our consolidated results of operations. Impairment of non-financial assets We evaluate our non-financial assets, including property and equipment, intangible assets, land use rights, prepayments for property and equipment and operating lease rights-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The asset group is the unit of account for a non-financial asset or assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. When these events occur, we measure impairment by comparing the carrying amount of the asset group to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, we recognize an impairment loss equal to the difference between the carrying amount and fair value of these assets. 95 Table of Contents Our non-financial assets including property and equipment, net of RMB18.9 million, intangible assets, net of RMB19.6 million, prepayments for property and equipment, net of RMB11.9 million and operating lease right-of-use assets, net of RMB6.9 million are considered one asset group which represents the lowest level to independently generate identifiable cash flows. The low market capitalization as of December 31, 2025 was considered as an impairment indicator for this asset group and we further performed impairment assessment by comparing the undiscounted cash flow expected to be generated from the usage and eventual disposal of the asset group and the carrying value of the asset group, using the key assumptions including revenue growth rate, gross margin, operating expenses and working capital requirements. Based on our assessment, the undiscounted cash flow of the asset group was higher than the carrying value of the asset group and hence no impairment of non-financial assets was recognized during the year ended December 31, 2025. When one of our assumptions relating to these factors increases or decreases by 5% while holding all other assumptions constant, the result of the non-financial assets impairment assessment would not be impacted and the fair value of the asset group would still be above its carrying value. ​