Tuniu Corp
A Chinese online travel agency based in Nanjing, Tuniu lets travelers book packaged tours, flights, rail tickets, hotels, and visas through its site and app. Co-founded in 2006 by Donald Yu and Alex Yan, the company's name combines the Chinese characters for "journey" and "ox," meant to suggest a steady, hardworking spirit. It listed on the Nasdaq in 2014 under the ticker TOUR.
Sponsored ADR
Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following: As described in Item 3 above, which descriptions are incorporated by reference in this Item 4, this Amendment No. 3 is being filed in connection with the vesting of options granted to Dragon and the open market purchase of ADSs by Mr. Dunde Yu. As a result of the transactions described in this Statement, the Reporting Persons acquired beneficial ownership in a total of 4,041,816 Class A ordinary shares, which represents 1.2% of the Issuer's outstanding ordinary shares.
Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following: As described in Item 3 above, which descriptions are incorporated by reference in this Item 4, this Amendment No. 3 is being filed in connection with the vesting of options granted to Dragon and the open market purchase of ADSs by Mr. Dunde Yu. As a result of the transactions described in this Statement, the Reporting Persons acquired beneficial ownership in a total of 4,041,816 Class A ordinary shares, which represents 1.2% of the Issuer's outstanding ordinary shares.
Item 4 of the Statement is hereby amended and supplemented by adding the following: Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2025, the Reporting Persons' shareholding percentage in the Issuer was approximately 23.3%. The Reporting Persons continued to hold 78,061,780 Class A ordinary shares of the Issuer. Except as described above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 4 of the Statement is hereby amended and supplemented by adding the following: Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2025, the Reporting Persons' shareholding percentage in the Issuer was approximately 23.3%. The Reporting Persons continued to hold 78,061,780 Class A ordinary shares of the Issuer. Except as described above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 4 of the Statement is hereby amended and supplemented by deleting the last paragraph of Item 4 of the Original Schedule 13D and replacing it with the following: Except as set forth in this Statement, the Reporting Persons and, to their knowledge, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement have no present plans, proposals or intentions that would result in or relate to any of the transactions described in clauses (a) though (j) of Item 4 of Schedule 13D under the Exchange Act. Although the foregoing reflects activities and intentions presently contemplated by the Reporting Persons, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement, subject to the terms of the Subscription Agreement and the Investor Rights Agreement, the foregoing is subject to change at any time. In 2020 and 2023, the following transactions in the ADSs were effected in the open market for the account of HK Praise Tourism by its brokers to cover such brokers' fees for managing its accounts: (1) On May 29, 2020, a total of 135,532 ADSs were sold at an average price of US$1.07 per ADS; (2) On December 8, 2023, a total of 100,000 ADSs were sold at an average price of US$0.80 per ADS; (3) On December 11, 2023, a total of 109,098 ADSs were sold at an average price of US$0.75 per ADS; (4) On December 18, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; (5) On December 19, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; and (6) On December 20, 2023, a total of 41,020 ADSs were sold at an average price of US$0.66 per ADS. Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2024, the percentage of Class A Ordinary Shares and ordinary shares of the Issuer beneficially owned by each of the Reporting Persons as of the date of this Amendment No. 4 is approximately 30.4% and 28.9%, respectively.
Item 4 of the Statement is hereby amended and supplemented by deleting the last paragraph of Item 4 of the Original Schedule 13D and replacing it with the following: Except as set forth in this Statement, the Reporting Persons and, to their knowledge, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement have no present plans, proposals or intentions that would result in or relate to any of the transactions described in clauses (a) though (j) of Item 4 of Schedule 13D under the Exchange Act. Although the foregoing reflects activities and intentions presently contemplated by the Reporting Persons, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement, subject to the terms of the Subscription Agreement and the Investor Rights Agreement, the foregoing is subject to change at any time. In 2020 and 2023, the following transactions in the ADSs were effected in the open market for the account of HK Praise Tourism by its brokers to cover such brokers' fees for managing its accounts: (1) On May 29, 2020, a total of 135,532 ADSs were sold at an average price of US$1.07 per ADS; (2) On December 8, 2023, a total of 100,000 ADSs were sold at an average price of US$0.80 per ADS; (3) On December 11, 2023, a total of 109,098 ADSs were sold at an average price of US$0.75 per ADS; (4) On December 18, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; (5) On December 19, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; and (6) On December 20, 2023, a total of 41,020 ADSs were sold at an average price of US$0.66 per ADS. Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2024, the percentage of Class A Ordinary Shares and ordinary shares of the Issuer beneficially owned by each of the Reporting Persons as of the date of this Amendment No. 4 is approximately 30.4% and 28.9%, respectively.
Item 4 of the Statement is hereby amended and supplemented by deleting the last paragraph of Item 4 of the Original Schedule 13D and replacing it with the following: Except as set forth in this Statement, the Reporting Persons and, to their knowledge, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement have no present plans, proposals or intentions that would result in or relate to any of the transactions described in clauses (a) though (j) of Item 4 of Schedule 13D under the Exchange Act. Although the foregoing reflects activities and intentions presently contemplated by the Reporting Persons, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement, subject to the terms of the Subscription Agreement and the Investor Rights Agreement, the foregoing is subject to change at any time. In 2020 and 2023, the following transactions in the ADSs were effected in the open market for the account of HK Praise Tourism by its brokers to cover such brokers' fees for managing its accounts: (1) On May 29, 2020, a total of 135,532 ADSs were sold at an average price of US$1.07 per ADS; (2) On December 8, 2023, a total of 100,000 ADSs were sold at an average price of US$0.80 per ADS; (3) On December 11, 2023, a total of 109,098 ADSs were sold at an average price of US$0.75 per ADS; (4) On December 18, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; (5) On December 19, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; and (6) On December 20, 2023, a total of 41,020 ADSs were sold at an average price of US$0.66 per ADS. Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2024, the percentage of Class A Ordinary Shares and ordinary shares of the Issuer beneficially owned by each of the Reporting Persons as of the date of this Amendment No. 4 is approximately 30.4% and 28.9%, respectively.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Dunde Yu | 13D/AActivist | 10.5% | 36.47M | Aug 10, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following: As described in Item 3 above, which descriptions are incorporated by reference in this Item 4, this Amendment No. 3 is being filed in connection with the vesting of options granted to Dragon and the open market purchase of ADSs by Mr. Dunde Yu. As a result of the transactions described in this Statement, the Reporting Persons acquired beneficial ownership in a total of 4,041,816 Class A ordinary shares, which represents 1.2% of the Issuer's outstanding ordinary shares. | ||||
| Dragon Rabbit Capital Limited | 13D/AActivist | 10.4% | 36.33M | Aug 10, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following: As described in Item 3 above, which descriptions are incorporated by reference in this Item 4, this Amendment No. 3 is being filed in connection with the vesting of options granted to Dragon and the open market purchase of ADSs by Mr. Dunde Yu. As a result of the transactions described in this Statement, the Reporting Persons acquired beneficial ownership in a total of 4,041,816 Class A ordinary shares, which represents 1.2% of the Issuer's outstanding ordinary shares. | ||||
| JD.com, Inc. | 13D/AActivist | 23.3% | 78.06M | Dec 5, 2025 |
Item 4 of the Statement is hereby amended and supplemented by adding the following: Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2025, the Reporting Persons' shareholding percentage in the Issuer was approximately 23.3%. The Reporting Persons continued to hold 78,061,780 Class A ordinary shares of the Issuer. Except as described above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. | ||||
| JD.com Investment Limited | 13D/AActivist | 23.3% | 78.06M | Dec 5, 2025 |
Item 4 of the Statement is hereby amended and supplemented by adding the following: Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2025, the Reporting Persons' shareholding percentage in the Issuer was approximately 23.3%. The Reporting Persons continued to hold 78,061,780 Class A ordinary shares of the Issuer. Except as described above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. | ||||
| BHR Winwood Investment Management Ltd | 13D/AActivist | 30.4% | 99.03M | Jun 24, 2025 |
Item 4 of the Statement is hereby amended and supplemented by deleting the last paragraph of Item 4 of the Original Schedule 13D and replacing it with the following: Except as set forth in this Statement, the Reporting Persons and, to their knowledge, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement have no present plans, proposals or intentions that would result in or relate to any of the transactions described in clauses (a) though (j) of Item 4 of Schedule 13D under the Exchange Act. Although the foregoing reflects activities and intentions presently contemplated by the Reporting Persons, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement, subject to the terms of the Subscription Agreement and the Investor Rights Agreement, the foregoing is subject to change at any time. In 2020 and 2023, the following transactions in the ADSs were effected in the open market for the account of HK Praise Tourism by its brokers to cover such brokers' fees for managing its accounts: (1) On May 29, 2020, a total of 135,532 ADSs were sold at an average price of US$1.07 per ADS; (2) On December 8, 2023, a total of 100,000 ADSs were sold at an average price of US$0.80 per ADS; (3) On December 11, 2023, a total of 109,098 ADSs were sold at an average price of US$0.75 per ADS; (4) On December 18, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; (5) On December 19, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; and (6) On December 20, 2023, a total of 41,020 ADSs were sold at an average price of US$0.66 per ADS. Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2024, the percentage of Class A Ordinary Shares and ordinary shares of the Issuer beneficially owned by each of the Reporting Persons as of the date of this Amendment No. 4 is approximately 30.4% and 28.9%, respectively. | ||||
| BHR (Shanghai) Investment Fund IV, L.P. | 13D/AActivist | 30.4% | 99.03M | Jun 24, 2025 |
Item 4 of the Statement is hereby amended and supplemented by deleting the last paragraph of Item 4 of the Original Schedule 13D and replacing it with the following: Except as set forth in this Statement, the Reporting Persons and, to their knowledge, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement have no present plans, proposals or intentions that would result in or relate to any of the transactions described in clauses (a) though (j) of Item 4 of Schedule 13D under the Exchange Act. Although the foregoing reflects activities and intentions presently contemplated by the Reporting Persons, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement, subject to the terms of the Subscription Agreement and the Investor Rights Agreement, the foregoing is subject to change at any time. In 2020 and 2023, the following transactions in the ADSs were effected in the open market for the account of HK Praise Tourism by its brokers to cover such brokers' fees for managing its accounts: (1) On May 29, 2020, a total of 135,532 ADSs were sold at an average price of US$1.07 per ADS; (2) On December 8, 2023, a total of 100,000 ADSs were sold at an average price of US$0.80 per ADS; (3) On December 11, 2023, a total of 109,098 ADSs were sold at an average price of US$0.75 per ADS; (4) On December 18, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; (5) On December 19, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; and (6) On December 20, 2023, a total of 41,020 ADSs were sold at an average price of US$0.66 per ADS. Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2024, the percentage of Class A Ordinary Shares and ordinary shares of the Issuer beneficially owned by each of the Reporting Persons as of the date of this Amendment No. 4 is approximately 30.4% and 28.9%, respectively. | ||||
| Hong Kong Praise Tourism Investment Limited | 13D/AActivist | 30.4% | 99.03M | Jun 24, 2025 |
Item 4 of the Statement is hereby amended and supplemented by deleting the last paragraph of Item 4 of the Original Schedule 13D and replacing it with the following: Except as set forth in this Statement, the Reporting Persons and, to their knowledge, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement have no present plans, proposals or intentions that would result in or relate to any of the transactions described in clauses (a) though (j) of Item 4 of Schedule 13D under the Exchange Act. Although the foregoing reflects activities and intentions presently contemplated by the Reporting Persons, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement, subject to the terms of the Subscription Agreement and the Investor Rights Agreement, the foregoing is subject to change at any time. In 2020 and 2023, the following transactions in the ADSs were effected in the open market for the account of HK Praise Tourism by its brokers to cover such brokers' fees for managing its accounts: (1) On May 29, 2020, a total of 135,532 ADSs were sold at an average price of US$1.07 per ADS; (2) On December 8, 2023, a total of 100,000 ADSs were sold at an average price of US$0.80 per ADS; (3) On December 11, 2023, a total of 109,098 ADSs were sold at an average price of US$0.75 per ADS; (4) On December 18, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; (5) On December 19, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; and (6) On December 20, 2023, a total of 41,020 ADSs were sold at an average price of US$0.66 per ADS. Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2024, the percentage of Class A Ordinary Shares and ordinary shares of the Issuer beneficially owned by each of the Reporting Persons as of the date of this Amendment No. 4 is approximately 30.4% and 28.9%, respectively. | ||||