SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Tuniu Corporation

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

89977P106(1)

(CUSIP Number)

Haifeng Yan

 Tuniu Building No. 699-32

Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210042

People’s Republic of China

Tel: +86 25 8685-3969

With a copy to:

Z. Julie Gao, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

c/o 42/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central

Hong Kong

Phone:  (852) 3740-4700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

* The remainder of this cover page shall be filled out for a 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 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) This CUSIP number applies to the American Depositary Shares of Tuniu Corporation, each representing three Class A Ordinary Shares.

CUSIP No.			89977P106
1	Names of Reporting Persons Haifeng Yan
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3	SEC Use Only
4	Source of Funds (See Instructions) PF
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
6	Citizenship or Place of Organization People’s Republic of China
Number of Shares Beneficially Owned by Each Reporting Person With				7	Sole Voting Power 2,279,682 Class A ordinary shares
				8	Shared Voting Power 6,949,997 Class B ordinary shares 4,104,137 Class A ordinary shares
				9	Sole Dispositive Power 2,279,682 Class A ordinary shares
				10	Shared Dispositive Power 6,949,997 Class B ordinary shares 4,104,137 Class A ordinary shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,383,819 Class A ordinary shares 6,949,997 Class B ordinary shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
13	Percent of Class Represented by Amount in Row (11) 6.9% (1)
14	Type of Reporting Person (See Instructions) HC, IN

(1)  Calculation is based on the total number of ordinary shares in Row 11 above divided by the total number of ordinary shares outstanding as of December 31, 2014, which was 192,072,453, consisting of  86,124,407 Class A ordinary shares and 105,948,046 Class B ordinary shares and including the 6,000,000 Class A Shares issued to the depositary bank of the Issuer under reservation for future grants under the Issuer’s share incentive plan. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

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CUSIP No.			89977P106
1	Names of Reporting Persons Verne Capital Limited
2	Check the Appropriate Box if a Member of a Group
	(a)	o
	(b)	o
3	SEC Use Only
4	Source of Funds (See Instructions) WC, OO
5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
6	Citizenship or Place of Organization British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With				7	Sole Voting Power 0
				8	Shared Voting Power 6,949,997 Class B ordinary shares 4,104,137 Class A ordinary shares
				9	Sole Dispositive Power 0
				10	Shared Dispositive Power 6,949,997 Class B ordinary shares 4,104,137 Class A ordinary shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,949,997 Class B ordinary shares 4,104,137 Class A ordinary shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
13	Percent of Class Represented by Amount in Row (11) 5.8% (1)
14	Type of Reporting Person (See Instructions) CO

(1)  Calculation is based on the total number of ordinary shares in Row 11 above divided by the total number of ordinary shares outstanding as of December 31, 2014, which was 192,072,453, consisting of  86,124,407 Class A ordinary shares and 105,948,046 Class B ordinary shares and including the 6,000,000 Class A Shares issued to the depositary bank of the Issuer under reservation for future grants under the Issuer’s share incentive plan. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

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CUSIP No.    89977P106

Item 1.   Security and Issuer.

This Statement on Schedule 13D (this “Statement”) relates to the ordinary shares, par value $0.0001 per share, of Tuniu Corporation, a company organized under the laws of the Cayman Islands (the “Issuer”), whose principal executive offices are located at Tuniu Building No. 699-32, Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210042, The People’s Republic of China.

The Issuer’s American depositary shares (the “ADSs”), each representing three Class A ordinary shares of the Issuer (the “Class A Shares”), are listed on the NASDAQ Global Market under the symbol “TOUR.” The Reporting Persons (as defined below) beneficially own Class A Shares and Class B ordinary shares of the Issuer (the “Class B Shares,” and together with the Class A Shares, the “Ordinary Shares”).

Holders of Class A Shares are entitled to one vote per share, while holders of Class B Shares are entitled to ten votes per share. Holders of Class A Shares and Class B Shares vote together as one class on all matters that require a shareholders’ vote. Each Class B Share is convertible into one Class A Share at any time by the holder thereof, while Class A Shares are not convertible into Class B Shares under any circumstance.

Item 2.   Identity and Background.

This Statement is being filed by Verne Capital Limited, a company organized under the laws of the British Virgin Islands (“Verne”), and Mr. Haifeng Yan, the chairman of the board of directors and chief operating officer of the Issuer. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Verne is solely engaged in holding, distributing or effecting any sale of securities held by it. Its registered office is Quastisky Building, P.O. Box 4389, Road Town, Tortola, the British Virgin Islands and its executive offices are located at Tuniu Building No. 699-32, Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210042, The People’s Republic of China. The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of Verne are set forth on Schedule A hereto and are incorporated herein by reference.

Verne is wholly owned by Magic Worldwide Limited, a British Virgin Islands company which is wholly owned by a trust, of which Mr. Yan’s family is the beneficiary.

Mr. Haifeng Yan is currently resident in, and a citizen of, the People’s Republic of China. His principal occupation is a director and chief operating officer of the Issuer.  The business address of the Issuer and Mr. Yan is Tuniu Building, No.699-32, Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210042, The People’s Republic of China.

During the last five years, neither of the Reporting Persons and, to the best of their knowledge, none of the persons listed on Schedule A hereto has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons entered into a Joint Filing Agreement on January 4, 2014 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Schedule 13D jointly in accordance with the

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provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.A.

Item 3.   Source and Amount of Funds or Other Consideration.

Verne, together with (i) Unicorn Riches Limited (“Unicorn”), a special purpose vehicle of Hony Capital, (ii) JD.com E-commerce (Investment) Hong Kong Corporation Limited, a special purpose vehicle of JD.com Inc. (Nasdaq:JD), (iii) Ctrip Investment Holding Ltd., a subsidiary of Ctrip.com International, Ltd. (Nasdaq:CTRP) and (iv) Dragon Rabbit Capital Limited, a personal holding companies of the Issuer’s chief executive officer, entered into a Share Subscription Agreement with Issuer on December 15, 2014 (the “Share Subscription Agreement”), a copy of which is attached hereto as Exhibit 99.B. The description of the Share Subscription Agreement contained herein is qualified in its entirety by reference to Exhibit 99.B, which are incorporated herein by reference.

Pursuant to the Share Subscription Agreement, the Issuer issued to Verne 4,104,137 Class A Shares (the “Subscription Shares”), representing 2.1% of the Issuer’s outstanding Ordinary Shares, 4.8% of the Issuer’s outstanding Class A Shares and 0.4% of total voting power at the Issuer, at a closing that occurred on December 31, 2014 (the “Closing Date”).

To fund part of the purchase of the Subscription Shares, Verne and Unicorn entered into a Loan Agreement on December 30, 2014 (the “Loan Agreement”), pursuant to which Verne obtained a 13-month term loan from Unicorn in the principal amount of US$15,000,000 (the “Loan”). A copy of the Loan Agreement is attached hereto as Exhibit 99.C.

The funds used to purchase the remainder of the Subscription Shares were obtained from the working capital of Verne, contributed by Mr. Haifeng Yan.

Item 4.   Purpose of Transaction.

The information set forth in Item 3 and Item 6 is hereby incorporated by reference in this Item 4.

As described in Item 3 above and Item 6 below, which descriptions are incorporated by reference in this Item 4, this Statement is being filed in connection with the acquisition of Class A Shares by Verne pursuant to the Share Subscription Agreement. As a result of the transactions described in this Statement, the Reporting Persons acquired 2.1% of the Issuer’s outstanding Ordinary Shares. The Reporting Persons acquired the Subscription Shares for investment purposes.

Consistent with such purposes, and subject to the limitations, rules and requirements under applicable law, limitations under the charter and bylaws of the Issuer, as well as any restrictions under the transaction documents described under Item 6 below, the Reporting Persons may engage in communications with, without limitation, management of the Issuer, one or more members of the board of directors of the Issuer, other shareholders of the Issuer and other relevant parties, and may make suggestions, concerning the business, assets, capitalization, financial condition, operations, governance, management, prospects, strategy, strategic transactions, financing strategies and alternatives, and future plans of the Issuer, and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer.

Although the Reporting Persons have no present intention to acquire additional securities of the Issuer, they intend to review their investment on a regular basis and, as a result thereof and subject to the terms and conditions of the transaction documents described in the Statement, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer,

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through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations and subject to the restrictions on transfers set forth in the transaction documents described in the Statement. Notwithstanding anything contained herein, each of Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.

Except as set forth in this Statement or in the transaction documents described herein, neither the Reporting Persons, nor to the best knowledge of the Reporting Persons, any person named in Schedule A hereto, has any present plans or proposals that relate to or would result in:

(a)The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer,

(b)An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer,

(c)A sale or transfer of a material amount of assets of the Issuer,

(d)Any change in the present board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board,

(e)Any material change in the present capitalization or dividend policy of the Issuer,

(f)Any other material change in the Issuer’s business or corporate structure,

(g)Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

(h)A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association,

(i)A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act, or

(j)Any action similar to any of those enumerated above.

Item 5.   Interest in Securities of the Issuer.

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement are hereby incorporated by reference in this Item 5.

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Pursuant to the Share Subscription Agreement, on the Closing Date, Verne acquired 4,104,137 Class A Shares, representing 2.1% of the Issuer’s outstanding Ordinary Shares or 4.8% of the Issuer’s outstanding Class A Shares. After acquiring the Subscription Shares, Verne’s beneficial ownership in the Issuer increased to 4,104,137 Class A Shares, representing 4.8% of the Issuer’s outstanding Class A Shares, and 6,949,997 Class B Shares, representing 6.6% of the Issuer’s outstanding Class B Shares.

After Verne’s acquisition of the Subscription Shares, Mr. Haifeng Yan’s beneficial ownership in the Issuer increased to 13,333,816 Ordinary Shares, representing 6.9% of the Issuer’s outstanding Ordinary Shares. The 13,333,816 Ordinary Shares beneficially owned by Mr. Yan comprise of (i) 4,104,137 Class A Shares and 6,949,997 Class B Shares beneficially owned by Verne, as described above, and (ii) 2,279,682 Class A Shares that Mr. Yan has the right to acquire upon exercise of options within 60 days after the Closing Date.

Verne is wholly owned by Magic Worldwide Limited, a British Virgin Islands company which is wholly owned by a trust, of which Mr. Yan’s family is the beneficiary. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Yan may be deemed to beneficially own all of the Shares of the Issuer held by Verne.

The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of the Reporting Persons is based on 192,072,453 Ordinary Shares outstanding as of the Closing Date, consisting of  86,124,407 Class A Shares and 105,948,046 Class B Shares after the issuance of Class A Shares contemplated in the Share Subscription Agreement, which includes the 6,000,000 Class A Shares issued to the depositary bank of the Issuer under reservation for future grants under the Issuer’s share incentive plan.

Based on their holdings of Ordinary Shares, Verne and Mr. Haifeng Yan control 6.4% and 6.6% of the total voting power of the outstanding Ordinary Shares of the Issuer as of the Closing Date, respectively. The percentages of voting power was calculated by dividing the voting power beneficially owned by the Reporting Persons by the voting power of all of the Issuer’s holders of Class A Shares and Class B Shares as a single class as of the Closing Date.  Each holder of Class A Shares is entitled to one vote per share and each holder of Class B Shares is entitled to ten votes per share on all matters submitted to them for a vote.

Except as set forth in this Item 5, to the best knowledge of the Reporting Persons, no person identified in Schedule A hereto beneficially owns any Ordinary Shares.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares that they may be deemed to beneficially own.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Ordinary Shares during the past 60 days.

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CUSIP No.    89977P106

Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.

Share Subscription Agreement. Verne, together with (i) Unicorn, a special purpose vehicle of Hony Capital, (ii) JD.com E-commerce (Investment) Hong Kong Corporation Limited, a special purpose vehicle of JD.com Inc. (Nasdaq: JD), (iii) Ctrip Investment Holding Ltd., a subsidiary of Ctrip.com International, Ltd. (Nasdaq: CTRP) and (iv) Dragon Rabbit Capital Limited, a personal holding companies of the Issuer’s chief executive officer, entered into a Share Subscription Agreement with Issuer on December 15, 2014. Pursuant to the Share Subscription Agreement, the Issuer issued to Verne 4,104,137 Class A Shares, representing 2.1% of the Issuer’s outstanding Ordinary Shares, 4.8% of the Issuer’s outstanding Class A Shares and 0.4% of total voting power at the Issuer, at the Closing Date. The Share Subscription Agreement contains customary representations, warranties and indemnities from each of Verne, Unicorn, JD.com E-commerce (Investment) Hong Kong Corporation Limited, Ctrip Investment holding Ltd, Dragon Rabbit Capital Limited and the Issuer for a transaction of this nature.

Pursuant to the Share Subscription Agreement, Verne will not (i) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Subscription Shares or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Subscription Shares until after 6 months following the Closing Date. However, this lock-up restriction does not apply any pledge of, or any charge or other security interest in any or all of the Subscription Shares.

Loan Agreement. Verne entered into a Loan Agreement with Unicorn on December 30, 2014 (the “Loan Agreement”), pursuant to which Verne shall pay all interests and repay the principal amount under the Loan on the maturity date, which is December 31, 2015 and may be extended to January 20, 2016 upon mutual agreement of Verne and Unicorn in writing. Verne may prepay the whole or any part of the Loan from time to time before the maturity date without penalty or premium.

Share Mortgage. In connection with the Loan Agreement, Verne entered into a Share Mortgage with Unicorn on December 30, 2014 (the “Share Mortgage”), pursuant to which Verne granted mortgage in favor of Unicorn over certain shares it held in the Issuer to secure Verne’s obligations under the Loan Agreement.

The foregoing description of the Share Subscription Agreement, the Loan Agreement and the Share Mortgage does not purport to be a complete description of the terms thereof and is qualified in its entirety by reference to the full text of the Share Subscription Agreement, the Loan Agreement and the Share Mortgage. A copy of the Share Subscription Agreement, the Loan Agreement and the Share Mortgage is filed as Exhibit 99.B, Exhibit 99.C and Exhibit 99.D hereto respectively and is incorporated herein by reference.

Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

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Item 7.   Material to be Filed as Exhibits.

Exhibit No.	Description
99.A	Joint Filing Agreement, dated January 4, 2015, between Mr. Haifeng Yan and Verne Capital Limited.
99.B	Share Subscription Agreement, dated as of December 15, 2014, between Tuniu Corporation, JD.com E-commerce (Investment) Hong Kong Corporation Limited, Unicorn Riches Limited, Ctrip Investment Holding Ltd., Verne Capital Limited and Dragon Rabbit Capital Limited.
99.C*	Loan Agreement, dated as of December 30, 2014, between Verne Capital Limited and Unicorn Riches Limited.
99.D	Share Mortgage, dated as of December 30, 2014, between Verne Capital Limited and Unicorn Riches Limited.

* Confidential treatment has been requested. Confidential material has been redacted and separately filed with the SEC.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 9, 2015	Haifeng Yan
	/s/ Haifeng Yan
	Verne Capital Limited
	By:	/s/ Haifeng Yan
	Name:	Haifeng Yan
	Title:	Director

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SCHEDULE A

Directors and Executive Officers of Verne Capital Limited

The names of the directors and the names and titles of the executive officers of Verne and their principal occupations are set forth below. The business address of each of the directors and executive officers is Tuniu Building No. 699-32, Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210042, The People’s Republic of China.

Name	Position with Verne	Present Principal Occupation	Citizenship
Directors:
Haifeng Yan	Director	Director and Chief Operating Officer of Tuniu Corporation	P.R. China
Executive Officers:
N/A

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EX-99.A

EXHIBIT 99.A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of Tuniu Corporation, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature page to follow]

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Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 4, 2015.

Dated: January 4, 2015	Haifeng Yan
	/s/ Haifeng Yan
	Verne Capital Limited
	By:	/s/ Haifeng Yan
	Name:	Haifeng Yan
	Title:	Director

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EX-99.B

Exhibit 99.B

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is made as of December 15, 2014 by and among:

(1)Tuniu Corporation, a company incorporated in the Cayman Islands (the “Company”); and

(2)the purchasers listed on Schedule I hereto (the “Purchasers,” and each a “Purchaser”).

The Purchasers and the Company are sometimes each referred to herein as a “Party,” and collectively as the “Parties.”

W I T N E S S E T H:

WHEREAS, the Company desires to issue and sell to the Purchasers, and each of the Purchaser, severally and not jointly, wishes to purchase from the Company Class A ordinary shares (“Ordinary Shares”) of the Company in a private placement exempt from registration pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (“Regulation S” and the “Securities Act,” respectively);

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE

Section 1.1 Issuance, Sale and Purchase of Ordinary Shares. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), each Purchaser agrees to purchase, severally and not jointly, and the Company agrees to sell and issue to each Purchaser, that number of shares of Ordinary Shares at that amount of consideration set forth opposite each Purchaser’s name on Schedule I hereto, free and clear of all liens or Encumbrances as defined below (except for restrictions arising under the Securities Act or created by virtue of this Agreement, including the lock-up provision in Section 3.1 below). The shares of Ordinary Shares issued to the Purchasers pursuant to this Agreement shall be referred to as the Purchased Shares.

Section 1.2 Closing.

(a) Closing.  Subject to Section 1.3, the closing (the “Closing”) of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, at 42/F, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, on December 31, 2014 or at such other time and place as the Company and the relevant Purchaser may mutually agree.  The date and time of the Closing are referred to herein as the “Closing Date.”

(b)  Payment and Delivery.  At the Closing, each Purchaser shall, severally and not jointly, pay and deliver the total consideration to the Company in U.S. dollars by wire transfer, or by such other method mutually agreeable to the parties, of immediately available funds to such bank account designated in writing by the Company, and the Company shall deliver one or more duly executed share certificates in original form, registered in the name of such Purchaser, together with a certified true copy of the register of members of the Company, evidencing the Ordinary Shares being issued and sold to such Purchaser.

(c) Restrictive Legend. Each certificate representing the Purchased Shares shall be endorsed with the following legend:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, AND IN THE CASE OF CLAUSE (2), UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER OR SELL THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

Section 1.3 Closing Conditions.

(a) Conditions to Purchasers’ Obligations to Effect the Closing. The obligation of the Purchasers to purchase and pay for the Purchased Shares as

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contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by each Purchaser in its or his sole discretion:

(i) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchased Shares shall have been completed.

(ii) The representations and warranties of the Company contained in Section 2.1 of this Agreement shall have been true and correct on the date of this Agreement and true and correct in all material respects on and as of the Closing Date; and the Company shall have performed and complied in all material respects with all, and not be in breach or default in any material respects under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.

(iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement that are substantial in relation to the Company.

(b) Conditions to Company’s Obligations to Effect the Closing. The obligation of the Company to issue and sell the Purchased Shares to each Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

(i) All corporate and other actions required to be taken by such Purchaser in connection with the purchase of the Purchased Shares shall have been completed.

(ii) The representations and warranties of such Purchaser contained in Section 2.2 of this Agreement shall have been true and correct on the date of this Agreement and true and correct in all material respects on and as of the Closing Date; and the Purchasers shall have performed and complied in all material

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respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.

(iii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement that are substantial in relation to the Company.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchasers, as of the date hereof and as of the Closing Date, as follows:

(a) Due Formation. The Company is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the Cayman Islands. The Company has all requisite power and authority to carry on its business as it is currently being conducted.  Each Subsidiary (as defined below) has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate power and authorization to own, lease and operate its properties and to carry on its business as now being conducted and as described in the SEC Documents (as defined below).

(b) Authority. The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Company pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations hereunder have been duly authorized by all requisite actions on its part.

(c) Valid Agreement. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation

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of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(d) Capitalization.

(i) All outstanding shares of capital stock of the Company and all outstanding shares of capital stock of each of the Company’s subsidiaries and consolidated affiliates (each a “Subsidiary” and collectively “Subsidiaries”) have been issued and granted in compliance with (x) all applicable Securities Laws and other applicable laws and (y) all requirements set forth in applicable contracts, without violation of the preemptive rights, rights of first refusal or other similar rights. “Securities Laws” means the Securities Act , the United States Exchange Act of 1934, as amended (the “Exchange Act”), the listing rules of, or any listing agreement with the NASDAQ and any other applicable law regulating securities or takeover matters. Schedule II of this Agreement sets forth the share capital of the Company as of the date hereof, which shall include the authorized and outstanding shares of capital stock of the Company, including Class A and Class B ordinary shares. All issued and outstanding Class A and Class B ordinary shares are validly issued, fully paid and non-assessable.

(ii) The rights of the Ordinary Shares to be issued to the Purchasers are as stated in the Fifth Amended and Restated Memorandum and Articles of Association of the Company as set out in the exhibit 3.2 of the Registration Statement.

(e) Due Issuance of the Purchased Shares. The Purchased Shares have been duly authorized and, when issued and delivered to and paid for by each Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, title defect, right of first refusal, right of pre-emption, third party right or interest, claim or restriction of any kind or nature (collectively the “Encumbrances”), except for restrictions arising under the Securities Act or created by virtue of this Agreement (including the lock-up provision in Section 3.1 below) and upon delivery and entry into the register of members of the Company will transfer to each Purchaser good and valid title to the Purchased Shares.

(f) Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the organizational documents of the Company or its Subsidiaries or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government,

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governmental entity or court to which the Company or its Subsidiaries is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’ assets are subject. There is no action, suit or proceeding, pending or threatened against the Company or its Subsidiaries that questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby.

(g) Consents and Approvals. Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing Date.

(h) Compliance with Laws. The business of the Company or its Subsidiaries is not being conducted in violation of any law or government order applicable to the Company (including, without limitation, the U.S. Foreign Corrupt Practices Act, as amended, and other anti-bribery laws of applicable jurisdictions) except for violations which do not and would not have a Material Adverse Effect. As used herein, “Material Adverse Effect” shall mean any event, fact, circumstance or occurrence that, individually or in the aggregate with any other events, facts, circumstances or occurrences, results in or would reasonably be expected to result in a material adverse change in or a material adverse effect on any of (i) the financial condition, assets, liabilities, results of operations, business, operations, or prospects  of the Company or its Subsidiaries taken as a whole, except to the extent that any such Material Adverse Effect results from (x) the public disclosure of the transactions contemplated hereby in accordance with the terms of this Agreement, (y) changes in generally accepted accounting principles that are generally applicable to comparable companies, or (z) changes in general economic and market conditions; or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement and to timely perform its material obligations under the Agreement.

(i) SEC Documents. The Company has timely filed or furnished, as applicable, all reports, schedules, forms, statements and other documents required to be filed or furnished by it with the U.S. Securities and Exchange Commission (“SEC”) pursuant to the Securities Act or the Exchange Act and the rules and regulations promulgated thereunder (all of the foregoing documents filed with or furnished to the SEC and all exhibits included therein and financial statements,

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notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). As of their respective filing or furnishing dates, the SEC Documents complied in all material respects with the requirements of the Sarbanes-Oxley Act of 2002, the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder, as applicable, to the respective SEC Documents, and, none of the SEC Documents, at the time they were filed or furnished, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The information contained in the SEC Documents, considered as a whole and as amended as of the date hereof, do not as of the date hereof, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts, agreements, arrangements, transactions or documents which are required to be described or disclosed in the SEC Documents or to be filed as exhibits to the SEC Documents which have not been so described, disclosed or filed. The Company is in compliance with the applicable listing and corporate governance rules and regulations of the NASDAQ. The Company and its Subsidiaries have taken no action designed to, or reasonably likely to have the effect of, delisting its ADSs from the NASDAQ. The Company has not received any notification that the SEC or the NASDAQ is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto). The Company is in compliance with the Sarbanes-Oxley Act of 2002 in all material respects.

(j) Investment Company.  The Company is not and, after giving effect to the issuance and sale of the Purchased Shares, the consummation of the issuance and sale and the application of the proceeds hereof and thereof, will not be an “investment company,” as such term is defined in the U.S. Investment Company Act of 1940, as amended.

(k) Regulation S.  No directed selling efforts (as defined in Rule 902 of Regulation S under the Securities Act) have been made by any of the Company, any of its affiliates or any person acting on its behalf with respect to any Purchased Shares that are not registered under the Securities Act; and none of such persons has taken any actions that would result in the sale of the Purchased Shares to the Purchasers under this Agreement requiring registration under the Securities Act; and the Company is a “foreign issuer” (as defined in Regulation S).  Assuming the accuracy of the representations and warranties set forth in Section 2.2, it is not necessary in connection with the issuance and sale of the Purchased Shares to register the Purchased Shares under the Securities Act or to qualify or register the Purchased Shares under applicable U.S. state securities laws.

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(l) Events Subsequent to Most Recent Fiscal Period. Since December 31, 2013 until the date hereof and to the Closing Date, there has not been any events that, to the Company’s knowledge, will have a Material Adverse Effect.

(m) Litigation. There are no actions by or against the Company or its Subsidiaries or affecting the business or any of the assets of the Company or its Subsidiaries pending before any governmental authority, or, to the Company’s knowledge, threatened to be brought by or before any governmental authority, that would have a Material Adverse Effect.

(n) Solicitation. Neither the Company nor any person acting on its behalf has offered or sold the Purchased Shares by any form of general solicitation or general advertising or directed selling efforts.

Section 2.2 Representations and Warranties of the Purchasers. Each Purchaser hereby represents and warrants, severally and not jointly, to the Company,  as of the date hereof and as of the Closing Date, as follows:

(a) Due Formation. Such Purchaser is duly formed, validly existing and in good standing in the jurisdiction of its organization. Such Purchaser has all requisite power and authority to carry on its business as it is currently being conducted.

(b) Authority. Such Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by such Purchaser pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by such Purchaser of this Agreement and the performance by such Purchaser of its obligations hereunder have been duly authorized by all requisite actions on its part.

(c) Valid Agreement. This Agreement has been duly executed and delivered by such Purchaser and constitutes the legal, valid and binding obligation of such Purchaser, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(d) Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the organizational documents of such Purchaser or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which such Purchaser is subject, or (ii) conflict with, result in a breach of,

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constitute a default under, result in the acceleration of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which such Purchaser is a party or by which such Purchaser is bound or to which any of such Purchaser’s assets are subject. There is no action, suit or proceeding, pending or threatened against such Purchaser that questions the validity of this Agreement or the right of such Purchaser to enter into this Agreement or to consummate the transactions contemplated hereby.

(e) Consents and Approvals. Neither the execution and delivery by such Purchaser of this Agreement, nor the consummation by such Purchaser of any of the transactions contemplated hereby, nor the performance by such Purchaser of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing Date.

(f) Status and Investment Intent.

(i) Experience. Such Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchased Shares. Such Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.

(ii) Purchase Entirely for Own Account. Such Purchaser is acquiring the Purchased Shares that it is purchasing pursuant to this Agreement for investment for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. Such Purchaser does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Purchased Shares in violation of the Securities Act or any other applicable state securities law.

(iii) Solicitation. Such Purchaser was not identified or contacted through the marketing of the Purchase Shares.  Such Purchaser did not contact the Company as a result of any general solicitation or directed selling efforts.

(iv) Restricted Securities. Such Purchaser acknowledges that the Purchased Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. Such Purchaser further acknowledges that, absent an effective registration under the Securities Act, the Purchased Shares may only be offered, sold or otherwise transferred (x) to the Company, (y) outside the United States in accordance with Rule 904 of

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Regulation S under the Securities Act or (z) pursuant to an exemption from registration under the Securities Act.

(v) Not U.S. Person. Such Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S.

(vi) Offshore Transaction. Such Purchaser has been advised and acknowledges that in issuing the Purchased Shares to such Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S.  Such Purchaser is acquiring the Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

ARTICLE III

COVENANTS

Section 3.1 Lock-up.  Each of the Purchasers agrees that it or he will not, during the period commencing on the date hereof and ending six months after the Closing Date (the “Lock-Up Period”), (1) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any of the Purchased Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Purchased Shares.  Each Purchaser further understands that the provisions of this Section 3.1 shall be binding upon the Purchaser’s legal representatives, successors and assigns.

Section 3.2 Distribution Compliance Period.  Each of the Purchaser agrees not to resell or transfer any Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.

Section 3.3 Further Assurances. From the date of this Agreement until the Closing Date, (i) the Parties shall use their reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, and (ii) the Company shall, and shall cause each of its Subsidiaries to (x) conduct its business and affairs in the ordinary course of business consistent with past practice, (y) not take any action, or omit to take any action, that would reasonably be expected to make any of its representations and warranties in this Agreement untrue at, or as of any time before, the Closing Date.

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ARTICLE IV

INDEMNIFICATION

Section 4.1 Indemnification. The Company (an “Indemnifying Party”) shall indemnify and hold each Purchaser and its respective directors, officers and agents (collectively, the “Indemnified Party”) harmless from and against any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever, including but not limited to any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding, and any taxes or levies that may be payable by such person by reason of the indemnification of any indemnifiable loss hereunder (collectively, “Losses”) resulting from or arising out of: (i) the breach of any representation or warranty of such Indemnifying Party contained in this Agreement or in any schedule or exhibit hereto; or (ii) the violation or nonperformance, partial or total, of any covenant or agreement of such Indemnifying Party contained in this Agreement for reasons other than gross negligence or willful misconduct of such Indemnified Party.  In calculating the amount of any Losses of an Indemnified Party hereunder, there shall be subtracted the amount of any insurance proceeds and third-party payments received by the Indemnified Party with respect to such Losses, if any.

Section 4.2 Third Party Claims.

(a) If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly (i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable detail the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement.

(b) Upon receipt of a Claim Notice with respect to a Third Party Claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnified Party.

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(c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense or settlement of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b).

(d) In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

Section 4.3 Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim, the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement. If the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim.

Section 4.4 Cap. Notwithstanding the foregoing, the Indemnifying Party shall have no liability (for indemnification or otherwise) with respect to any Losses in excess of the Purchase Price.

ARTICLE V

MISCELLANEOUS

Section 5.1 Survival of the Representations and Warranties. All representations and warranties made by any Party shall survive for two years and shall terminate and be without further force or effect on the second anniversary of the date hereof, except as to (i) any claims thereunder which have been asserted in writing pursuant to Section 4.1 against the Party making such representations and

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warranties on or prior to such second anniversary, and (ii) the Company’s representations contained in Section 2.1(a), (b), (c), (d) and (e) hereof, each of which shall survive indefinitely.

Section 5.2 Governing Law; Arbitration.  This Agreement shall be governed and interpreted in accordance with the internal laws of the State of New York.  Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in force.  There shall be three arbitrators.  Each Party has the right to appoint one arbitrator and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English.  Each of the Parties irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award attachment, post-award attachment or otherwise) in any arbitration proceedings and/or enforcement proceedings against it arising out of or based on this Agreement or the transactions contemplated hereby.

Section 5.3 Amendment. This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto.

Section 5.4 Binding Effect. This Agreement shall inure to the benefit of, and be binding upon, each of the Company and the Purchasers and their respective heirs, successors and permitted assigns and legal representatives.

Section 5.5 Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchasers without the express written consent of the other Party, except that the Purchasers may assign all or any part of its rights and obligations hereunder to any affiliate of Purchasers without the consent of the Company, provided that no such assignment shall relieve any Purchaser of its obligations hereunder if such assignee does not perform such obligations. Any purported assignment in violation of the foregoing sentence shall be null and void.

Section 5.6 Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the Party to whom notice is to be given, on the date sent if sent by telecopier, tested telex or prepaid telegram, on the next business day following delivery to Federal Express properly addressed or on the day of attempted delivery by the U.S. Postal Service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed as follows:

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If to the Purchasers, at:	The addresses set forth in Schedule I hereto.
If to the Company, at:	Tuniu Corporation
	Tuniu Building, No. 699-32
	Xuanwudadao, Xuanwu District
	Nanjing, Jiangsu Province 210042
	People’s Republic of China
	Attn: Chief Financial Officer

Any Party may change its address for purposes of this Section 5.6 by giving the other Parties hereto written notice of the new address in the manner set forth above.

Section 5.7 Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement. In particular, the Subscription Agreement by and between the Company and Ctrip Investment Holding Ltd entered into on December 10, 2014 is hereby terminated and superseded by this Agreement.

Section 5.8 Severability. If any provisions of this Agreement shall be adjudicated to be illegal, invalid or unenforceable in any action or proceeding whether in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted, as the case may be, from the Agreement in order to render the remainder of the Agreement and any provision thereof both valid and enforceable, and all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.

Section 5.9 Fees and Expenses. Except as otherwise provided in this Agreement, each of the Company and the Purchasers will bear their respective expenses incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, including fees and expenses of attorneys, accountants, consultants and financial advisors..

Section 5.10 Confidentiality. Each Party shall keep in confidence, and shall not use (except for the purposes of the transactions contemplated hereby) or disclose, any non-public information disclosed to it or its affiliates, representatives or agents in connection with this Agreement or the transactions contemplated hereby.  Each Party shall ensure that its affiliates, representatives and agents keep in confidence, and do not use (except for the purposes of the transactions contemplated hereby) or disclose, any such non-public information.

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Section 5.11 Specific Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

Section 5.12 Termination. In the event that the Closing shall not have occurred by January 15, 2015, this Agreement shall be terminated unless the Parties mutually agree to renegotiate; except for the provisions of Sections 5.10, which shall survive any termination under this Section 5.12.

Section 5.13  Purchasers’ Several Obligations. For the avoidance of doubt, each of the Purchasers’ obligations under this Agreement shall be severally and not jointly.

Section 5.14 Headings.  The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.

Section 5.15 Execution in Counterparts.  For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

TUNIU CORPORATION
By:	/s/ Dunde Yu
Name:	Dunde Yu
Title:	CEO

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

PURCHASER
JD.COM E-COMMERCE (INVESTMENT) HONG KONG CORPORATION LIMITED
By:	/s/ Qiangdong Liu
Name:	Qiangdong Liu
Title:

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

PURCHASER
UNICORN RICHES LIMITED
By:	/s/ Shunlong Wang
Name:	Shunlong Wang
Title:

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

PURCHASER
CTRIP INVESTMENT HOLDING LTD
By:	/s/ James Jianzhang Liang
Name:	James Jianzhang Liang
Title:

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

PURCHASER
DRAGON RABBIT CAPITAL LIMITED
By:	/s/ Dunde Yu
Name:	Dunde Yu
Title:	Director

[Signature Page to Subscription Agreement]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

PURCHASER
VERNE CAPITAL LIMITED
By:	/s/ Haifeng Yan
Name:	Haifeng Yan
Title:

[Signature Page to Subscription Agreement]

SCHEDULE I

PURCHASERS

Purchasers	Investment Amount	Ordinary Shares to be Purchased	Notice Address
JD.com E-Commerce (Investment) Hong Kong Corporation Limited	US$50 million	12,436,780 Class A ordinary shares	10th Floor, Building A, North Star Century Center No. 8 Beichen West Street Chaoyang District Beijing 100101, China Attn: Chief Financial Officer
Unicorn Riches Limited, a Cayman Islands company	US$50 million	12,436,780 Class A ordinary shares	c/o Maples Corporate Services, Limted PO Box 309 Ugland House, Grand Cayman KY1-1104, Cayman Islands
Ctrip Investment Holding Ltd, a Cayman Islands company	US$15 million	3,731,034 Class A ordinary shares	99 Fu Quan Road Shanghai 200335 People’s Republic of China Attn: Wenjie (Jenny) Wu
Dragon Rabbit Capital Limited, a British Virgin Islands company	US$16.5 million	4,104,137 Class A ordinary shares	c/o Mr. Dunde Yu Tuniu Building, No.699-32, Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210042 China
Verne Capital Limited, a British Virgin Islands company	US$16.5 million	4,104,137 Class A ordinary shares	c/o Mr. Haifeng Yan Tuniu Building, No.699-32, Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210042 China

Schedule II

Authorized share capital as of the date of the Agreement

Class A Ordinary Shares	780,000,000
Class B Ordinary Shares	120,000,000
Ordinary Shares (Undesignated)	100,000,000
Total	1,000,000,000

Issued and outstanding as of the date of the Agreement

Class A Ordinary Shares	48,946,439
Class B Ordinary Shares	106,313,146
Total	155,259,585

EX-99.C

Exhibit 99.C

Confidential Information Redacted *

LOAN AGREEMENT

This Loan Agreement (this “Agreement”) is entered into as of December 30, 2014 by and between Unicorn Riches Limited (麒裕有限公司) (“Lender”) and Verne Capital Limited (“Borrower”).

RECITALS

Borrower wishes to obtain that certain loan from Lender, and Lender desires to extend such loan to Borrower with security provided by Borrower for payment and discharge of such loan.  This Agreement sets forth the terms and conditions on which Lender will advance the loan to Borrower and Borrower will repay the amounts owing to Lender.

AGREEMENT

The parties agree as follows:

1.LOAN AND TERMS OF PAYMENT.

(a)Loan.  Borrower may request a Loan in an aggregate amount up to the Commitment to be funded to the account set forth in Exhibit B attached hereto. Lender’s obligation to make such Loan under this Agreement is subject to (i) no Event of Default having occurred and continuing and (ii) the execution, delivery and filing of such instruments and agreements, and completion of such other matters, as set out in Section 3 below. Whenever Borrower intends to borrow the Loan, Borrower will notify Lender in writing no later than 12:00 p.m. Beijing Time on the Business Day prior to the Business Day on which the Loan is to be made.

(b)Payments.  Subject to the provision under Section 7 hereof to release Borrower’s obligations to further repay the Loan and interest in the event that Borrower has sold or transferred all Mortgaged Shares to repay the Loan, Borrower shall pay interest on the amount outstanding under the Loan in arrears in an amount equal to the Interest Rate on the Maturity Date, provided that: (i) if Borrower prepays the Loan in whole in accordance with paragraph (1)(c) below, Borrower shall pay interest equal to the Interest Rate on the principal amount of the Loan prepaid, on the date of such prepayment in whole; and (ii) if Borrower prepays the Loan in part (but not in whole) in accordance with paragraph (1)(c) below, Borrower shall pay interest equal to the Interest Rate on the principal amount of the Loan prepaid, on the date of such prepayment in part.  Borrower shall repay the outstanding amount of the Loan, plus any accrued but unpaid interests, on the Maturity Date, provided that if the value of the Mortgaged Shares constituting class A ordinary shares of the Company (based on the closing price of the Company ADS quoted by the NASDAQ Stock Exchange) on the date that is ten (10) Business Days prior to the Maturity Date is less than the outstanding amount of the Loan, plus any accrued and unpaid interests expected to be paid on the Maturity Date, Lender shall have the right to demand that Borrower convert, and Borrower shall convert as soon as possible but in any event prior to the Maturity Date, part or all of the Mortgaged Shares constituting class B ordinary shares of the Company into class A ordinary shares of the Company such that the value of the Mortgaged Shares constituting class A ordinary shares of the Company (based on the closing price of the Company ADS quoted by the NASDAQ Stock Exchange) is equal to at least the outstanding amount of the Loan plus any accrued and unpaid interests expected to be paid on the Maturity Date, to facilitate its sale for the purpose of the repayment of the Loan, unless Lender agrees in writing to another method for the repayment of the Loan.  The “Interest Rate” shall be equal to * per cent (*%) per annum, provided that following the date of this Agreement, Lender shall use its commercially reasonable efforts to obtain a loan from a commercial bank in an amount equal to the principal amount of the Commitment (the “Lender Loan”, and the date that Lender draws down such Lender Loan, the “Lender Loan Date”). In the event that Lender draws down the Lender Loan, the Interest Rate shall be equal to * per cent (*%) per annum for the period from the date Borrower draws down the Loan until (but excluding) the Lender Loan Date, and the then current market interest rates (as applicable) with respect to Lender obtaining the Lender Loan from another commercial bank, subject to certain adjustments to be made based on the costs and expenses of Lender obtaining such Lender Loan or any other costs incurred or payable by Lender with respect to such Lender Loan due to an Event of Default, for the period from (and including) the Lender Loan Date until the Maturity Date.  Lender shall notify Borrower in writing immediately upon its drawdown of the Lender Loan.  Interest shall be calculated on the basis of a 360 day year for the actual number of days elapsed.  For the avoidance of doubt, in the

*  Certain portions of this Exhibit have been omitted based upon a request for confidential treatment. The omitted portions have been filed separately with the SEC.

event that no agreement is reached between Lender and a commercial bank prior to the Maturity Date, all the terms and conditions as specified in this Agreement, including the Maturity Date and the Interest Rate, shall continue to apply.

(c)Prepayment Allowed.  Borrower may prepay the whole or any part of the Loan from time to time before the Maturity Date without penalty or premium, provided that each prepayment that Borrower makes shall permanently reduce the Commitment by the amount of such prepayment.  Borrower shall use its best efforts to obtain a loan from a commercial bank and shall use the proceeds received from such loan to prepay the outstanding principal amount of the Loan, plus any accrued but unpaid interests, after June 30, 2015.

2.Term.  This Agreement shall become effective on the date set forth above and shall continue in full force and effect for so long as any Obligations remain outstanding or Lender has any obligation to make the Loan under this Agreement.  Notwithstanding the foregoing, Lender shall have the right to terminate its obligation to make the Loan under this Agreement immediately upon written notice while an Event of Default is continuing.

3.Conditions of the Loan.  The obligation of Lender to make the Loan to Borrower is subject to the condition precedent that Lender shall have received, in form and substance reasonably satisfactory to Lender, such documents, and completion of such matters, as Lender may reasonably deem necessary or appropriate, including, without limitation:

(a)an original of each of this Agreement and the Share Mortgage duly executed by the parties to it;

(b)the closing contemplated by the Subscription Agreement shall occur substantially simultaneously with the date of the Loan is made and in any event on or prior to December 31, 2014;

(c)Lender shall have received evidence of all authorizations required by Borrower (i) in connection with its or his entry into, performance, validity and enforceability of, and the transactions contemplated by, the Loan Documents to which it or he is a party and (ii) to make the Loan Documents admissible in evidence in the Relevant Jurisdictions; and

(d)an original of the share certificate(s) of the Mortgaged Shares and copy of all notices required to be sent and other documents required to be executed or delivered under the this Agreement and the Share Mortgage; and

(e)evidence that LTV Ratio is not more than *%.

4.Representations and Warranties.  Borrower represents to Lender as follows, which representations shall be deemed to be repeated on each day the Loan remains outstanding:

(a)Power and Authority.  Borrower has the power to enter into and perform, and has taken all necessary actions to authorize the entry into, delivery and performance of the Loan Documents to which it or he is or will be a party and the transactions contemplated by the Loan Documents.

(b)Authorizations.  All authorizations required by Borrower (i) in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, the Loan Documents to which it or he is a party and (ii) to make the Loan Documents admissible in evidence in the Relevant Jurisdictions, in each case of clauses (i) and (ii) have been obtained or effected (as appropriate) and are in full force and effect.

(c)Use of Proceeds.  Borrower shall use the proceeds of the Loan solely for the purpose of purchasing 3,731,034 Class A ordinary shares of the Company, which shall form part of the Mortgaged Shares.

(d)Litigation.  There is no claim or litigation pending or threatened against Borrower that, either separately or in the aggregate, if adversely determined would be reasonably likely to result in damages in excess of US$250,000.

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(e)Information.  All information provided to Lender by Borrower on or prior to the date of this Agreement is true and correct in all material respects, and no representation or other statement made by Borrower to Lender contains any untrue statement of a material fact or omits to state a material fact necessary to make any statements made to Lender not materially misleading at the time made.

(f)Full Disclosure.  No material representation, warranty or other statement made by Borrower in any certificate or written statement furnished to Lender in connection with the transactions contemplated by or pursuant to the Loan Documents contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the factual statements contained in such certificates or statements taken as a whole not materially misleading as of the time made or delivered in light of the circumstances under which it was made or delivered, provided that notwithstanding anything else contained in this Agreement or any Loan Document, Borrower does not make any representation, warranty or guaranty as to any projections furnished to Lender.

(g)No Conflict.  The entry into and performance by Borrower of, and the transactions contemplated by, the Loan Documents to which it and he is a party do not conflict with (i) any law or regulation applicable to Borrower, (ii) in respect of Borrower only, Borrower’s or any of its subsidiaries’ constitutional documents, or (iii) any document which is binding upon Borrower or any of its subsidiaries or any of its or its subsidiaries’ assets.

(h)No Consent.  The entry into and performance by Borrower of, and the transactions contemplated by, the Loan Documents to which it or he is a party do not require any consent, permit, notice or waiver from or to the Company or any third party.

5.Negative Pledge.  Without prior written consent of Lender, Borrower shall not and shall cause Borrower’s subsidiaries, if any, not to sell, transfer, pledge or otherwise dispose of any securities of the Company (other than the Mortgaged Shares) unless all the proceeds of such sale, transfer, pledge or disposition shall be used by Borrower to prepay the outstanding amount of the Loan.

6.Events of Default.  Any one or more of the following shall constitute an Event of Default under this Agreement (and an Event of Default shall be “continuing” if it has not been remedied or waived):

(a)Borrower fails to pay any amount due under the Loan Documents on the due date, or fails to comply with any provision of this Agreement or any of the Loan Documents, unless the non-payment is caused by technical or administrative error and is remedied within three (3) Business Days of the due date;

(b)The LTV Ratio on any day after October 31, 2015 becomes greater than *% and Borrower fails to comply with its obligations under Section 7;

(c)An Event of Default occurs under any of the Loan Documents;

(d)Any warranty, representation, statement, report or certificate made or delivered to Lender by Borrower or on Borrower’s behalf shall be materially untrue or misleading;

(e)If Borrower is in default under any other financial obligation to any person in an amount exceeding US$1 million;

(f)An administration order is made in relation to Borrower or a receiver or manager or administrative receiver is appointed in respect of Borrower or any of its assets or any distress or execution is levied on or affects any of Borrower’s property or assets or Borrower enters into liquidation or is deemed to be insolvent or unable to pay its debts; or

(g)Any petition is presented, any resolution is proposed or any other steps or proceedings are taken which (i) may lead to any such occurrences referred to in (f) above in respect of Borrower and (ii) such petition, resolution, step or proceeding is not duly discharged or dismissed within ten (10) Business Days of its commencement.

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7.Collateral Top Up.  Borrower shall within five (5) Business Days upon receiving a written notice from Lender that the LTV Ratio on any day after October 31, 2015 exceeds *%, (a) provide additional class A or class B ordinary shares of the Company, or any other additional collateral subject to the sole discretion of Lender, to Lender and execute any amendment agreement to the Share Mortgage and any other additional documents as Lender reasonably requires to mortgage and charge the same to Lender pursuant to the Share Mortgage, so as to restore the LTV Ratio to not more than *%, or (b) sell or transfer part or all of Mortgaged Shares and use the proceeds received to prepay such portion of the outstanding principal amount of the Loan plus any accrued but unpaid interests so as to restore the LTV Ratio to not more than *%.  All of Borrower’s obligations under this Agreement or other Loan Documents, including without limitation the obligation to further repay the Loan, plus any accrued but unpaid interests and the obligation to provide additional collateral hereunder, shall be released in the event that all the Mortgaged Shares (including any additional collateral provided by Borrower pursuant to clause (a) of this Section 7 above) and Related Rights (as defined in the Share Mortgage) have been sold or transferred and the proceeds have been applied to repay the Loan in each case pursuant to the Share Mortgage.

8.Further Assurance.  Borrower shall promptly take such steps necessary or appropriate to maintain and protect the interests of Lender under the Loan Documents, including the execution of any further instrument or document (including giving any requisite notice to assign Borrower’s registration rights to Lender under the Third Amended and Restated Investors’ Rights Agreement dated as of August 28, 2013) or taking any further action as Lender may reasonably require.

9.Remedies.

(a)Remedies.  While an Event of Default is continuing, Lender, at its option, may do any one or more of the following: (a) accelerate and declare the Obligations to be immediately due, payable, and performable; (b) set off and apply to the Obligations any and all balances and deposits of Borrower held by Lender; (c) exercise all rights available to it under applicable law, including without limitation the right to liquidate the Mortgaged Shares and apply the proceeds thereof to reduce the Obligations; and (d) apply amounts received first to the reasonable costs, expenses, liabilities, obligations and attorneys’ fees incurred by Lender in the exercise of its rights under this Agreement, second to the interest due upon any of the Obligations, and third to the principal of the Obligations, in such order as Lender shall determine in its sole discretion.

(b)Remedies Cumulative.  In addition to the rights and remedies set forth in this Agreement, Lender shall have all the other rights and remedies accorded a secured party under applicable laws, and under any other instrument or agreement now or in the future entered into between Lender and Borrower, and all of such rights and remedies are cumulative and none is exclusive.  Exercise or partial exercise by Lender of one or more of its rights or remedies shall not be deemed an election, nor bar Lender from subsequent exercise or partial exercise of any other rights or remedies.  The failure or delay of Lender to exercise any rights or remedies shall not operate as a waiver thereof, but all rights and remedies shall continue in full force and effect until all of the Obligations have been fully paid and performed.

10.Waivers.  The failure of Lender at any time or times to require Borrower to strictly comply with any of the provisions of this Agreement or any other present or future agreement between Borrower and Lender shall not waive or diminish any right of Lender later to demand and receive strict compliance therewith.  Any waiver of any default shall not waive or affect any other default, whether prior or subsequent, and whether or not similar.  None of the provisions of this Agreement or any other agreement shall be deemed to have been waived except by a specific written waiver signed by an authorized officer of Lender.  Borrower waives demand, protest, notice of protest and notice of default or dishonor, notice of payment and nonpayment, release, compromise, settlement, extension or renewal of any commercial paper, instrument, account, general intangible, document or guaranty at any time held by Lender on which Borrower is or may in any way be liable, and notice of any action taken by Lender, unless expressly required by this Agreement.

11.Governing Law.  This Agreement shall be governed and construed in accordance with the laws of New York State, excluding that State’s choice of law principles, and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of New York State, excluding that State’s choice of law principles.

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12.Dispute Resolution.  Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination, validity or invalidity thereof, shall be referred to arbitration upon the demand of either party to the dispute with notice (the “Arbitration Notice”) to the other. The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “HKIAC Rules”) in force when the Arbitration Notice is submitted in accordance with the HKIAC Rules.  There shall be three (3) arbitrators.  The claimants in the Dispute shall collectively choose one arbitrator, and the respondents shall collectively choose one arbitrator.  The Secretary General of the HKIAC shall select the third arbitrator, who shall be qualified to practice law in Hong Kong.  If any of the members of the arbitral tribunal have not been appointed within thirty (30) days after the Arbitration Notice is given, the relevant appointment shall be made by the Secretary General of the HKIAC.

13.Severability.  If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall nevertheless remain in full force and effect and shall in no way be affected, impaired or invalidated.  Upon such determination that any term, provision, covenant or restriction is invalid, illegal, void, unenforceable or against regulatory policy, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that the Loan and other transactions contemplated by the Loan Documents are consummated as originally contemplated to the greatest extent possible.

14.General.  This Agreement and such other written agreements, documents and instruments as may be executed in connection herewith are the final, entire and complete agreement between Borrower and Lender and supersede all prior and contemporaneous negotiations and oral representations and agreements, all of which are merged and integrated in this Agreement.  There are no oral understandings, representations or agreements between the parties which are not set forth in this Agreement or in other written agreements signed by the parties in connection herewith.  The terms and provisions of this Agreement may not be waived or amended, except in a writing executed by Borrower and a duly authorized officer of Lender.  Lender may assign all or any part of its interest in this Agreement and the Obligations to any person or entity, or grant a participation in, or security interest in, any interest in this Agreement, with notice to, but without consent of, Borrower.  Borrower may not assign any rights under or interest in this Agreement without Lender’s prior written consent.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one agreement.  Unless otherwise defined herein, all initially capitalized terms in this Agreement shall be as defined on Exhibit A attached hereto.

UNICORN RICHES LIMITED (麒裕有限公司)		VERNE CAPITAL LIMITED
By:	/s/ Shunlong Wang	By:	/s/ Haifeng Yan
Title:		Title:	Director
Address for notices:		Address for notices:
Unicorn Riches Limited (麒裕有限公司) Attn: Chen Wen 6F, South Tower C, Raycom Info Tech Park No.2 Kexueyuan South Road Haidian District, Beijing, 100190 People’s Republic of China		Verne Capital Limited Attn: Haifeng Yan Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042, People’s Republic of China

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EXHIBIT A

DEFINITIONS

“Average Daily Traded Value” means, on each Determination Date, one-third (1/3) of the average daily traded value of American Depository Shares of the Company (the “Company ADS”), each of which represents three (3) class A ordinary shares of the Company, on such day, being calculated by (a) firstly adding up, for each of the seven (7) trading days immediately preceding the Determination Date (the “Determination Period”), the product of (i) the closing price of the Company ADS quoted by the NASDAQ Stock Exchange on each such trading day and (ii) the volume of the Company ADS traded on the NASDAQ Stock Exchange on the relevant trading day, and (b) then dividing it by the total volume of the Company ADS traded on the NASDAQ Stock Exchange during the Determination Period, provided that, if the Company ADS are suspended for trading on the NASDAQ Stock Exchange on any one or more trading days during the Determination Period, such trading day or days shall be excluded from the Determination Period and the remaining trading days comprised in the Determination Period shall be used in the computation of the Average Daily Traded Value instead and, for the avoidance of doubt, if the Company ADS are suspended for trading on the NASDAQ Stock Exchange for the whole of the Determination Period, the Average Daily Traded Value shall be deemed to be zero.

“Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in the State of New York and People’s Republic of China.

“Commitment” means US$15,000,000.

“Company” means Tuniu Corporation, a company incorporated in the Cayman Islands.

“Loan” means the loan made or to be made under this Agreement or the principal amount outstanding at any time of the loan made or to be made under this Agreement.

“Loan Documents” means this Agreement, the Share Mortgage, and any other agreements entered into in connection with this Agreement, in all cases as amended from time to time.

“LTV Ratio” means, on any Business Day in the State of New York from October 31, 2015 until the Maturity Date (the “Determination Date”), the ratio of (a) the Loan outstanding and any accrued but unpaid interest on that day to (b) the market value of the Mortgaged Shares on that day, being calculated by multiplying the Average Daily Traded Value with the total number of Mortgaged Shares on that day, expressed in a percentage.

“Maturity Date” means December 31, 2015, which may be extended to January 20, 2016 upon mutual agreement of Lender and Borrower in writing.

“Mortgaged Shares” shall have its meaning as defined in the Share Mortgage.

“Obligations” means and includes any and all loans, advances, overdrafts, debts, liabilities (including, without limitation, any and all amounts charged to Borrower’s account pursuant to any agreement authorizing Lender to charge Borrower’s account), obligations, lease payments, guaranties, covenants and duties of any kind and description owing by Borrower to Lender under the Agreement, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including, without limitation, all interest and fees not paid when due.

“Relevant Jurisdictions” means Cayman Islands, New York and British Virgin Islands.

“Share Mortgage” means the Share Mortgage Agreement between Lender and Borrower dated on or about the date of this Agreement.

“Subscription Agreement” means the Subscription Agreement, dated as of December 15, 2014, by and among the Company and the purchasers listed therein.

“US$” means the lawful currency for the time being of the United States of America.

EXHIBIT B

DESIGNATED ACCOUNT DETAILS OF BORROWER

Beneficiary Name:	*
Beneficiary Address:	*
Beneficiary A/C No.:	*
Beneficiary Bank Name:	*
Bank Address:	*
SWIFT code:	*

EX-99.D

Exhibit 99.D

Dated 30 December 2014

(1)VERNE CAPITAL LIMITED

and

(2)UNICORN RICHES LIMITED

SHARE MORTGAGE

CONTENTS

1.	Definitions and Interpretations	1
2.	Covenant to Pay and Mortgage of Shares	4
3.	Representations	4
4.	Covenants Concerning the Shares	5
5.	Rights in respect of Shares	5
6.	Power of Attorney	8
7.	Remedies are Cumulative	8
8.	Release of Mortgage	8
9.	Share Mortgage Support Documents	8
10.	Register of Charges	9
11.	Variation of Indebtedness	9
12.	Notices	9
13.	Counterparts	10
14.	Third Party Rights	10
15.	Governing Law	10
TRANSFER OF SHARES		12
NOTICE OF MORTGAGE		13
IRREVOCABLE PROXY		14
LETTER OF UNDERTAKING AND CONFIRMATION		15

THIS SHARE MORTGAGE dated 30 December 2014 (this “Mortgage”) is made by and between:

(1)VERNE CAPITAL LIMITED, Quastisky Building, P.O. Box 4389, Road Town, Tortola, British Virgin Islands, in its capacity as the legal and beneficial owner of all rights to and under the Mortgaged Shares (the “Mortgagor”); and

(2)UNICORN RICHES LIMITED (麒裕有限公司), acting through its office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (the “Mortgagee”).

WHEREAS

(A)The parties have agreed to enter into a financing transaction pursuant to which the Mortgagee will lend funds in the amount of up to US$ 15,000,000 to the Mortgagor pursuant to the terms of the Loan Agreement (as defined below).

(B)The parties hereto have agreed to enter into this Mortgage in order to secure the Obligations (as defined below).

NOW THIS DEED WITNESSETH and it is hereby agreed as follows:

1.Definitions and Interpretations

1.1The following terms have the meanings set opposite unless the context otherwise requires:

1.1.1 Additional Shares	any Class A Ordinary Shares in the Company acquired by the Mortgagor after the date of this Mortgage up to an amount of 3,731,034 Class A Ordinary Shares;
1.1.2 Board	The board of directors of the Company;
1.1.3 Company	Tuniu Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands, the principal executive office of which is at Tuniu Building No.669-32, Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210042, People’s Republic of China;
1.1.4 Default	an “event of default” as such term is defined in the Loan Agreement;
1.1.5 Initial Shares	the 3,731,034 Class B Ordinary Shares registered in the Register of Members of the Company as

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	legally and beneficially owned by the Mortgagor on the date hereof, including any Class A Ordinary Shares and related American Depositary Shares in the Company that may be issued as a result of the conversion, automatic or otherwise, of such ordinary shares;
1.1.6 Legal Reservations	(a) the principle that equitable remedies may be granted or refused at the discretion of a court; (b) the limitation of enforcement by laws relating to insolvency, reorganization, penalties and other laws generally affecting the rights of creditors; (c) the time barring of claims under the statutes of limitation; (d) the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void; and (e) defenses of set-off or counterclaim;
1.1.7 Loan Agreement	the loan agreement dated on or about the date hereof and entered into by the Mortgagor and the Mortgagee with respect to a loan in the aggregate amount of US$15,000,000 made or to be made available to the Mortgagor (as amended, amended and restated, or otherwise modified, in a material fashion or otherwise, from time to time);
1.1.8 Mortgaged Shares	the Initial Shares and the Additional Shares;
1.1.9 Obligations	all obligations of the Mortgagor to the Mortgagee pursuant to the terms of the Loan Agreement;
1.1.10 Related Rights	(a) the proceeds of sale of any part of the Mortgaged Shares; (b) all rights under any agreement for sale or other disposal in respect of the Mortgaged

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Shares; (c) all rights, powers, benefits, claims, contracts, warranties, remedies, security, guarantees, indemnities and/or covenants for title in respect of the Mortgaged Shares; (d) any moneys and proceeds paid or payable in respect of the Mortgaged Shares; (e) all dividends, distributions, interest and monies payable in respect thereof and any rights, assets, shares and/or securities (including additional Class A Ordinary Shares and Class B Ordinary Shares in the Company) deriving from the Mortgaged Shares or accruing to the Mortgaged Shares whether by way of redemption, bonus, preference, option, substitution, conversion, compensation or otherwise; and/or (f) any rights against any depositary, custodian, nominee, clearing system in which such Mortgaged Shares may be deposited; and

1.1.11 Security Period

the period commencing on the date of execution of this Mortgage and terminating upon performance, discharge and payment in full of the Obligations.

1.2Unless the context otherwise requires, words used herein importing the singular number shall include the plural number and vice-versa, words importing the masculine gender only shall include the feminine gender and words importing persons only shall include companies or associations or bodies of persons whether incorporated or not.

1.3The headings to clauses are for convenience only and have no legal effect.

References herein to the Mortgaged Shares shall be deemed and construed to include and extend to any Class A Ordinary Shares and related American Depositary Shares of the Company that are issued as a result of any conversion, automatic or otherwise, of the Class B Ordinary Shares of the Company that are the subject of this Mortgage.

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2.Covenant to Pay and Mortgage of Shares

2.1The Mortgagor hereby covenants with the Mortgagee to discharge and satisfy in full the Obligations as and when the same become due in accordance with the terms of the Loan Agreement.

2.2The Mortgagor, as legal and beneficial owner, hereby mortgages, charges, assigns, transfers, deposits, sets over and confirms to the Mortgagee the beneficial interest in and to the Mortgaged Shares and the Related Rights and all of its right, title and interest therein as collateral and continuing security for the performance and due and punctual payment of the Obligations.

3.Representations

The Mortgagor hereby represents and warrants to the Mortgagee on each day (except for clause 3.2, which is made as of the date of this Mortgage only) during the Security Period as follows:

3.1the Mortgagor has full power and authority to enter into and perform its obligations under, and to grant to the Mortgagee the rights created by, this Mortgage;

3.2as of the date of this Mortgage, the authorized share capital of the Company is US$100,000 made of 1,000,000,000 shares divided into (i) 780,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 120,000,000 Class B Ordinary Shares of  par value of US$0.0001 each, of which a total of 6,949,997 Class B Ordinary Shares are (A) duly issued and registered in the name of the Mortgagor on the Register of Members of the Company, (B) fully paid, and (C) have the rights specified in the relevant constitutional documents of the Company (copies of which have been delivered to the Mortgagee), and (iii) 100,000,000 shares of a par value of US$0.0001 each of such class or classes (however designated) as the Board may determine in accordance with Article 9 of the Articles of Association of the Company;

3.3there is no option, preemption right or other right outstanding nor is there any other agreement by virtue of which any person is entitled to have issued or transferred to such person the Mortgaged Shares or, to the extent applicable, the Related Rights;

3.4the Mortgagor is the legal and beneficial owner of the Initial Shares and the Related Rights and has full right and title to the same and the same are free from any charge, lien or encumbrance of any kind save as created pursuant to this Mortgage;

3.5the Mortgagor has duly executed and delivered this Mortgage;

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3.6subject to the Legal Reservations, this Mortgage constitutes a valid and legally binding obligation of the Mortgagor enforceable against the Mortgagor in accordance with its terms;

3.7the Mortgagor has carefully considered the terms of this Mortgage and has had the benefit of independent legal advice before signing this Mortgage;

3.8subject to the Legal Reservations, the entry into and performance by the Mortgagor of this Mortgage does not violate in any material respect (i) any applicable law or regulation of any governmental or official authority or body, or (ii) any agreement, contract or other undertaking to which the Mortgagor is a party or which is binding upon the Mortgagor or any of its assets;

3.9all consents, licenses, approvals and authorizations required to be obtained by the Mortgagor in connection with the entry into, performance, validity and enforceability of this Mortgage have been obtained (or will be, by the time required) and are in full force and effect (or will be, by the time required) and will be so maintained; and

3.10the Mortgagor has taken all necessary action to authorize the execution and delivery of this Mortgage in accordance with its terms.

4.Covenants Concerning the Shares

The Mortgagor covenants and agrees with the Mortgagee that during the Security Period:

4.1the Mortgagor will not sell, assign, transfer, mortgage, charge, pledge or encumber in any manner the Mortgaged Shares or the Related Rights or suffer to exist any mortgage, charge, lien or encumbrance whatsoever on the Mortgaged Shares or the Related Rights save as created pursuant to this Mortgage, provided however, the Mortgagor may (a) convert the Mortgaged Shares in accordance with the proviso in Section 1(b) of the Loan Agreement and/or (b) sell or transfer the Mortgaged Shares for the purpose to use the consideration for the sale or transfer to repay or prepay the loans outstanding under the Loan Agreement; and

4.2the Mortgagor will not take any action with respect to the Company which could reasonably be expected to materially prejudice in any way the security of the Mortgagee under this Mortgage.

5.Rights in respect of Shares

The Mortgagor further agrees with the Mortgagee as follows:

5.1unless and until a Default has occurred and is continuing:

5.1.1the Mortgagor shall be entitled to exercise all voting (either directly or through its nominee) and/or consensual powers pertaining to the

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Mortgaged Shares or any part thereof for all purposes not inconsistent with the terms of this Mortgage; and

5.1.2the Mortgagor shall be entitled to receive and retain any dividends, interest or other moneys accruing on or paid in respect of the Mortgaged Shares or any part thereof;

5.2if a Default shall occur and be continuing, the Mortgagee shall have the sole and exclusive right:

5.2.1to exercise all voting, conversion and consensual powers pertaining to the Mortgaged Shares (whether by way of proxy acting in the name of the Mortgagor or, upon foreclosure, after automatic conversion of Class B Ordinary Shares in accordance with the terms of the Company’s Articles of Association (as the case may be)) or any part thereof and the Mortgagee shall exercise such powers in such manner as the Mortgagee may elect; and

5.2.2to receive any dividend, interest or other distribution paid or to be made in respect of the Mortgaged Shares;

5.3if a Default occurs and is continuing, the Mortgagee may, with a written notice to the Mortgagor ten (10) business days in advance, except as hereinafter provided, sell the Mortgaged Shares or the Related Rights or any part thereof by such method, at such place and upon such terms as the Mortgagee may in its discretion determine including, without limitation, at public or private sale for cash, upon credit or for future delivery and at such price or prices as the Mortgagee may deem best and the Mortgagee shall be entitled to purchase any and all of the Mortgaged Shares or Related Rights so sold and thereafter hold the same absolutely free from any right or claim of whatsoever kind. Upon any such sale, the Mortgagee shall have the right to deliver, assign and transfer to each purchaser thereof the Mortgaged Shares or Related Rights so sold. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right of whatsoever kind including any equity or right of redemption of the Mortgagor who hereby specifically waives all rights of redemption, stay or appraisal which the Mortgagor has or may have under any rule or law or statute now existing or hereinafter adopted. The Mortgagee shall give to the Mortgagor ten (10) business days written notice of its intention to make any such public or private sale. Such notice in case of public sale shall state the time and place fixed for such sale and in case of private sale the day on which the Mortgaged Shares or Related Rights or that portion thereof so being sold will first be offered for sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place as the Mortgagee may fix in the notice of such sale. At such sale, the Mortgaged Shares or Related Rights may be sold in one lot as an entirety or in separate parcels as the Mortgagee may determine. The Mortgagee shall not be obliged to make any public or private sale and may cause the same to be adjourned from time to time by announcement at the time and place fixed for the

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sale and such sale may be made at any time or place to which the same may be so adjourned. In case of any sale of all or any part of the Mortgaged Shares or Related Rights on credit or for future delivery the Mortgaged Shares or Related Rights so sold may be retained by the Mortgagee until the selling price is paid by each purchaser thereof but the Mortgagee shall incur no liability in the case of the failure of such purchaser to take up and pay for the Mortgaged Shares or Related Rights so sold and in case of any such failing such Mortgaged Shares or Related Rights may again be sold upon like notice. The Mortgagee instead of exercising the power of sale herein conferred upon it may proceed by a suit or suits at law or in equity to foreclose this Mortgage and sell the Mortgaged Shares or Related Rights or any portion thereof under a judgment or decree of a court or courts of competent jurisdiction, the Mortgagor having been given due notice of all such action;

5.4the proceeds of any sale or other enforcement in respect of all or any part of the Mortgaged Shares or Related Rights shall be applied by the Mortgagee first in paying the expenses of any such sale or other enforcement and thereafter in reduction of the Obligations in such order as the Mortgagee may determine;

5.5in the event of a Default which is continuing, the Mortgagee shall be entitled to date and implement the documents delivered to it pursuant to clause 9 hereof as appropriate and to take all steps to register the Mortgaged Shares or Related Rights in its name or that of its nominees and to assume control as registered owner of the Mortgaged Shares and Related Rights;

provided that in all cases for so long as the Mortgagor is the registered owner of the Mortgaged Shares or Related Rights:

5.5.1the Mortgagor shall remain liable to perform all the obligations assumed by it in relation to the Mortgaged Shares and the Mortgagee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in event of any failure by the Mortgagor to perform its obligations in respect thereof; and

5.5.2the Mortgagor shall pay all calls or other payments, and shall discharge all other obligations, which may become due in respect of any of the Mortgaged Shares or Related Rights failing which the Mortgagee may if it thinks fit (but shall not be required to do so) make such payments or discharge such obligations on behalf of the Mortgagor. Any sums so paid by the Mortgagee in respect thereof shall be payable by the Mortgagor to the Mortgagee on demand and pending such repayment shall constitute part of the Obligations;  and

5.6the Mortgagee shall not have any duty (whether registered as the legal mortgagee of the Mortgaged Shares or Related Rights or not) to ensure that any dividends, interest or other moneys and assets receivable in respect of the Mortgaged Shares or Related Rights are duly and punctually paid, received or collected as and when

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the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Mortgaged Shares or Related Rights or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption, bonus, rights, preference or otherwise on, or in respect of, any of the Mortgaged Shares.

6.Power of Attorney

The Mortgagee by way of security for the payment by the Mortgagor of the Obligations and the performance of its obligations under this Mortgage is hereby irrevocably (coupled with the interest of this Mortgage) appointed the attorney-in-fact of the Mortgagor for the purpose of carrying out the provisions of this Mortgage and taking any action and executing any instruments which the Mortgagee may deem necessary or advisable to accomplish the full benefit of this Mortgage, including for the avoidance of doubt, any conversion of the Mortgaged Shares into Class A Ordinary Shares and American Depositary Shares of the Company, or to constitute the security constituted hereunder or to convey or transfer ownership of the Mortgaged Shares or Related Rights.

7.Remedies are Cumulative

No failure on the part of the Mortgagee to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Mortgagee of any right, power or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and are not exclusive of any remedies provided by law.

8.Release of Mortgage

Upon performance, discharge and payment in full of the Obligations unconditionally and irrevocably, this Mortgage and the rights and obligations of the parties hereto shall terminate and the Mortgagee shall, at the request of the Mortgagor, take whatever action is necessary to release the Mortgaged Shares from the security created under this Mortgage.

9.Share Mortgage Support Documents

The Mortgagor hereby undertakes to deliver to the Mortgagee on the date hereof as security in accordance with the terms of this Mortgage the following in form and substance acceptable to the Mortgagee:

9.1blank transfer forms in respect of the legal and beneficial title to the Mortgaged Shares, which is undated and signed by an authorized signatory of the Mortgagor (such authorized signatory of the Mortgagor shall not be changed without the prior written consent of the Mortgagee and if so changed, a new blank transfer form signed by such new authorized signatory shall have been delivered to the Mortgagee in accordance with this clause 9.1);

8

9.2the notice of this Mortgage to the Company and custodian of the Mortgaged Shares;

9.3an executed shareholder proxy in favor of the Mortgagee;

9.4all original share certificates, instruments and other evidence of title to the Mortgaged Shares; and

9.5an executed letter of undertaking and confirmation from the Company.

Upon release of the Mortgaged Shares from the security created hereunder, the Mortgagee shall promptly (and in any event no later than fourteen (14) business days from the date of such release) return to the Mortgagor, or confirm to the Mortgagor in writing the destruction of, the documents set out in clauses 9.1, 9.3, 9.4 and 9.5 above (with respect to the documents set out in clause 9.4, return to the Mortgagor only).

10.Register of Charges

Immediately after the execution of this Mortgage, the Mortgagor shall enter particulars of the security created pursuant to this Mortgage in its register of charges (the “Register of Charges”).  The Mortgagor shall deliver or procure to be delivered to the Mortgagee a certified copy of the updated Register of Charges recording the particulars of the security created pursuant to this Mortgage.

11.Variation of Indebtedness

The Mortgagee may at all times, without discharging or in any way affecting this security, determine, vary or increase any credit to the Mortgagor, grant to the Mortgagor or to any other person any time or indulgence, deal with, exchange, release, modify or abstain from perfecting or enforcing any security, or other right which the Mortgagee may now or hereafter have regarding the Obligations, compound with the Mortgagor, or agree to any amendment (material or otherwise) or supplement to the Loan Agreement and any other security provided to the Mortgagee thereunder.

12.Notices

Any notice or other communication hereunder shall be provided by the Mortgagor and the Mortgagee to the address for notices of each of the Mortgagor and the Mortgagee (respectively) specified below:

If to the Mortgagor, to:

Verne Capital Limited

Tuniu Building, No. 699-32

Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210042

People’s Republic of China

Attention: Haifeng Yan

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If to the Mortgagee, to:

Unicorn Riches Limited (麒裕有限公司)

6F, South Tower C, Raycom Info Tech Park

No.2 Kexueyuan South Road

Haidian District, Beijing, 100190

People’s Republic of China

Attention: Chen Wen

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

37th Floor, Hysan Place

500 Hennessy Road

Causeway Bay, Hong Kong

Attention: Denise Shiu

13.Counterparts

This Mortgage may be executed in one or more counterparts, each of which shall be deemed originals, all of which together shall constitute one and the same instrument.

14.Third Party Rights

A person who is not a party to this Mortgage has no right under the Contracts (Rights of Third Parties) Law, 2014, as amended, modified, re-enacted or replaced, to enforce any term of this Mortgage.

15.Governing Law

This Mortgage shall be governed by and construed in accordance with the laws of the Cayman Islands and the parties hereby submit to the non-exclusive jurisdiction of the courts of the Cayman Islands.

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IN WITNESS whereof the parties hereto have caused this Mortgage to be duly executed and delivered as a Deed the day and year first above written.

EXECUTED and DELIVERED as a DEED by VERNE CAPITAL LIMITED in the presence of:	) ) )	By:	/s/ Haifeng Yan
	)	Name:	Haifeng Yan
	)	Title:	Director
	)
/s/ Yang Li	)
Witness
EXECUTED and DELIVERED as a DEED by UNICORN RICHES LIMITED (麒裕有限公司) in the presence of:	) ) )	By:	/s/ Shunlong Wang
	)	Name:
	)	Title:
	)
	)
/s/ Yuchun Hu
Witness

11

TUNIU CORPORATION
(“COMPANY”)

TRANSFER OF SHARES

VERNE CAPITAL LIMITED, Quastisky Building, P.O. Box 4389, Road Town, Tortola, British Virgin Islands, in consideration of the sum of US$1.00 and other good and valuable consideration paid to me by                       of                                (hereinafter called “the Transferee”) do hereby transfer to the Transferee legal and beneficial title to the               [Class A/Class B] Ordinary Shares in the Company to hold the same unto the Transferee subject to the several conditions on which I hold the same; and I the Transferee do hereby agree to take the legal and beneficial title to the said shares subject to the conditions aforesaid.

This Transfer of Shares is issued pursuant to a Share Mortgage dated 30 December 2014 in favor of Unicorn Riches Limited who are authorized to complete this Transfer under the terms thereof.

As witness our hands the      day of                          .

Transferor:	Transferee:
By:	By:
Name:	Name:
Title:	Title:

NOTICE OF MORTGAGE FROM
VERNE CAPITAL LIMITED

To:Tuniu Corporation (“Company”)

Tuniu Building No.669-32

Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210042

People’s Republic of China

30 December 2014

Dear Sirs and Madams,

Re: Share Mortgage

I hereby notify you that pursuant to a share mortgage agreement dated 30 December 2014 made between me and Unicorn Riches Limited as Mortgagee (the “Share Mortgage”), a security interest over 3,731,034 Class A Ordinary Shares in the Company and 3,731,034 Class B Ordinary Shares in the Company (collectively, the “Shares”) has been granted in favor of the Mortgagee and at any time after the Mortgagee notifies you that a Default (as defined in the Share Mortgage) has occurred you may take such steps to register the Mortgagee or its nominee as the registered holder of the Shares pursuant to the terms of the Share Mortgage (as the Mortgagee may instruct you in writing).

I hereby instruct you to make no other transfer of ordinary shares in the Company, in accordance with the Share Mortgage, until such time as the Mortgagee has confirmed that the Obligations (as defined in the Share Mortgage) have been unconditionally and irrevocably discharged.

Yours faithfully

VERNE CAPITAL LIMITED

By:

Name:

Title:

IRREVOCABLE PROXY

OF

VERNE CAPITAL LIMITED

The undersigned, Verne Capital Limited, being the legal owner of 6,949,997 Class B Ordinary Shares and 4,104,137 Class A Ordinary Shares issued shares (collectively, the “Shares”) in the share capital of Tuniu Corporation (the “Company”), a company incorporated in the Cayman Islands, hereby makes, constitutes and appoints Unicorn Riches Limited (the “Attorney”) as the true and lawful attorney and proxy of the undersigned with full power to appoint a nominee or nominees to act hereunder from time to time and to vote the Mortgaged Shares (as defined below) represented by the Share Certificate(s) of the Company at all general meetings of shareholders or stockholders of the Company with the same force and effect as the undersigned might or could do and to requisition and convene a meeting or meetings of the shareholders of the Company for the purpose of appointing or confirming the appointment of new directors of the Company and/or such other matters as may in the opinion of the Attorney be necessary or desirable for the purpose of implementing the mortgage referenced in the Share Mortgage Agreement (as defined below) and the undersigned hereby ratifies and confirms all that the said attorney or its nominee or nominees shall do or cause to be done by virtue hereof.

Pursuant to that certain share mortgage agreement dated 30 December 2014 between Verne Capital Limited and Unicorn Riches Limited (the “Share Mortgage Agreement”), 3,731,034 Class A Ordinary Shares in the Company and 3,731,034 Class B Ordinary Shares (collectively, the “Mortgaged Shares”) have been mortgaged to the Attorney.

This power and proxy is given to secure a proprietary interest of the donee of the power or the performance of an obligation owed to the donee and is irrevocable and shall remain irrevocable as long as the Share Mortgage Agreement is in force.

In witness whereof this instrument has been duly executed this     day of          as a deed.

EXECUTED and	)
DELIVERED as a DEED by	)
VERNE CAPITAL LIMITED	)
	Director

LETTER OF UNDERTAKING AND CONFIRMATION FROM

TUNIU CORPORATION

30 December 2014

To:Unicorn Riches Limited (麒裕有限公司)

P.O. Box 957, Offshore Incorporations Centre

Road Town, Tortola

British Virgin Islands

Dear Sirs and Madams,

We refer to that certain share mortgage agreement (the “Share Mortgage Agreement”) dated 30 December 2014 by and between Verne Capital Limited (the “Mortgagor”) and Unicorn Riches Limited (the “Mortgagee”) in respect of shares of Tuniu Corporation whereby, inter alia, the Mortgagor granted a security interest over the Mortgaged Shares in favor of the Mortgagee.  Capitalized words and expressions used in this letter which are not expressly defined herein have the meanings ascribed to them in the Share Mortgage Agreement and following words shall have the following meanings:

“Discharge Date” means the date on which the Company provides the registered office service provider with a copy of the written confirmation of release of the security interests over the Mortgaged Shares that is received from the Mortgagee.

1.The Company hereby undertakes at any time following the occurrence of a Default and until the Discharge Date, written notification of each having been received by the Company, in accordance with the articles of association of the Company, to register in the Company’s register of members any and all transfers of the Mortgaged Shares to the Mortgagee (or its nominee), as submitted to the Company by the Mortgagee.

2.The Company hereby undertakes to maintain the Company’s register of members at its office in Hong Kong and shall not maintain any duplicate or other register of members in any location outside of Hong Kong.

3.The Company hereby confirms that it has instructed its registered office service provider to make an annotation of the existence of the Share Mortgage Agreement and the security interests created thereby on the Company’s register of members.

In witness whereof this instrument has been duly executed this 30 December 2014 as a deed.

EXECUTED and	)
DELIVERED as a DEED by	)
TUNIU CORPORATION	)
	Director

EXECUTED and	)
DELIVERED as a DEED by	)
UNICORN RICHES
LIMITED       (麒裕有限公司)	)
	Director