0001213900-20-040010.txt : 20201130 0001213900-20-040010.hdr.sgml : 20201130 20201130171409 ACCESSION NUMBER: 0001213900-20-040010 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20201130 DATE AS OF CHANGE: 20201130 GROUP MEMBERS: CAISSA SEGA TOURISM CULTURE INVESTMENT LTD GROUP MEMBERS: FABULOUS JADE GLOBAL LTD GROUP MEMBERS: HOPEFUL TOURISM LTD GROUP MEMBERS: OPW INVESTMENT CO., LTD. GROUP MEMBERS: XIAOBING CHEN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tuniu Corp CENTRAL INDEX KEY: 0001597095 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88134 FILM NUMBER: 201358933 BUSINESS ADDRESS: STREET 1: TUNIU BUILDING, NO. 699-32 STREET 2: XUANWUDADAO, XUANWU DISTRICT CITY: NANJING STATE: F4 ZIP: 210042 BUSINESS PHONE: 86 25 86853969 MAIL ADDRESS: STREET 1: TUNIU BUILDING, NO. 699-32 STREET 2: XUANWUDADAO, XUANWU DISTRICT CITY: NANJING STATE: F4 ZIP: 210042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Caissa Sega Tourism Culture Development Group Co., Ltd. CENTRAL INDEX KEY: 0001834087 IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4F, HOPSON BUILDING B, NO. 22 WEST STREET 2: DAWANG ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100022 BUSINESS PHONE: 86-010-65983520 MAIL ADDRESS: STREET 1: 4F, HOPSON BUILDING B, NO. 22 WEST STREET 2: DAWANG ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100022 SC 13D 1 ea130749-13dcaissa_tuniu.htm SCHEDULE 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)

Caissa Sega Tourism Culture Development Group Co., Ltd.

4F, Hopson Building B, No. 22 West dawang Road,

Chaoyang District, Beijing, P. R. China

+86 10 65983520

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

November 18, 2020

(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 ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*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 of Tuniu Corporation.

Page 2

SCHEDULE 13D

CUSIP No.

89977P106

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Fabulous Jade Global Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ☐ (b) ☐
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER

	8	SHARED VOTING POWER
		65,625,000 Class A ordinary shares
	9	SOLE DISPOSITIVE POWER

	10	SHARED DISPOSITIVE POWER
		65,625,000 Class A ordinary shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	65,625,000 Class A ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	17.7% ⁽¹⁾
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

(1) Calculation is based on the number in Row 11 above divided by the total number of ordinary shares outstanding as of March 31, 2020, which was 370,102,951, consisting of 352,729,451 Class A ordinary shares (excluding the 19,228,593 Class A ordinary shares, represented by ADSs, repurchased and reserved for the future exercise of options or the vesting of other awards under the share incentive plans of the Issuer) and 17,373,500 Class B ordinary shares, as set forth in the Issuer’s Annual Report on Form 20-F dated as of and filed with the Securities and Exchange Commission on May 22, 2020. 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.

Page 3

CUSIP No.

89977P106

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Hopeful Tourism Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ☐ (b) ☐
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Hong Kong

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER

	8	SHARED VOTING POWER
		78,061,780 Class A ordinary shares
	9	SOLE DISPOSITIVE POWER

	10	SHARED DISPOSITIVE POWER
		78,061,780 Class A ordinary shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	78,061,780 Class A ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.1% ⁽¹⁾
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

Page 4

CUSIP No.

89977P106

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Caissa Sega Tourism Culture Investment Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ☐ (b) ☐
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Hong Kong

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER

	8	SHARED VOTING POWER
		78,061,780 Class A ordinary shares
	9	SOLE DISPOSITIVE POWER

	10	SHARED DISPOSITIVE POWER
		78,061,780 Class A ordinary shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	78,061,780 Class A ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.1% ⁽¹⁾
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

Page 5

CUSIP No.

89977P106

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Caissa Sega Tourism Culture Development Group Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ☐ (b) ☐
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	P.R. China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER

	8	SHARED VOTING POWER
		78,061,780 Class A ordinary shares
	9	SOLE DISPOSITIVE POWER

	10	SHARED DISPOSITIVE POWER
		78,061,780 Class A ordinary shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	78,061,780 Class A ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.1% ⁽¹⁾
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

Page 6

CUSIP No.

89977P106

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	OPW Investment Co., Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ☐ (b) ☐
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	P.R. China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER

	8	SHARED VOTING POWER
		78,061,780 Class A ordinary shares
	9	SOLE DISPOSITIVE POWER

	10	SHARED DISPOSITIVE POWER
		78,061,780 Class A ordinary shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	78,061,780 Class A ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.1% ⁽¹⁾
14	TYPE OF REPORTING PERSON (See Instructions)
	CO

Page 7

CUSIP No.

89977P106

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Xiaobing Chen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) ☐ (b) ☐
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	P.R. China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER

	8	SHARED VOTING POWER
		78,061,780 Class A ordinary shares
	9	SOLE DISPOSITIVE POWER

	10	SHARED DISPOSITIVE POWER
		78,061,780 Class A ordinary shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	78,061,780 Class A ordinary shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	21.1% ⁽¹⁾
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

Page 8

Item 1.

Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to the Class A ordinary shares, par value $0.0001 per share (the “Class A Shares”), 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 Shares, are listed on the NASDAQ Global Market under the symbol “TOUR.” The Reporting Persons (as defined below), however, only beneficially own Class A Shares.

In addition to Class A Shares, the Issuer also has outstanding Class B ordinary shares (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 shareholder 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

The Schedule 13D is being jointly filed by the following:

(i)

Fabulous Jade Global Limited, a company organized under the laws of the British Virgin Islands (“Fabulous Jade”);

(ii)

Hopeful Tourism Limited, a company organized under the laws of Hong Kong and a direct wholly-owned subsidiary of Caissa Investment (“Hopeful Tourism”);

(iii)

Caissa Sega Tourism Culture Investment Limited, a company organized under the laws of Hong Kong and a direct wholly-owned subsidiary of Caissa Group (“Caissa Investment”);

(iv)

Caissa Sega Tourism Culture Development Group Co., Ltd., a company organized under the laws of the People’s Republic of China (“Caissa Group”);

(v)

OPW Investment Co., Ltd., a company organized under the laws of the People’s Republic of China (“OPW Investment”); and

(vi)

Xiaobing Chen, a Chinese citizen.

Each of the foregoing is referred to as a “Reporting Person”, and collectively, as the “Reporting Persons”.

The Reporting Persons entered into a Joint Filing Agreement on November 30, 2020 (the “Joint Filing Agreement”), pursuant to which they have agreed to file the Schedule 13D jointly in accordance with the 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 99.3.

Page 9

Fabulous Jade is a holding company and is principally engaged in the business of holding securities in portfolio companies in which Caissa Group invests. The registered office of Fabulous Jade is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

Hopeful Tourism is the sole shareholder of Fabulous Jade and is principally engaged in the business of holding securities in the subsidiaries of Caissa Group. The registered office of Hopeful Tourism is Flat/Rm A, 12/F Kiu Fu Commercial Building, 300 Lockhart Road, Wan Chai, Hong Kong.

Caissa Investment is the sole shareholder of Hopeful Tourism and is principally engaged in the business of holding securities in the subsidiaries of Caissa Group. The registered office of Caissa Investment is Flat/Rm A, 12/F Kiu Fu Commercial Building, 300 Lockhart Road, Wan Chai, Hong Kong.

Caissa Group is the sole shareholder of Caissa Investment and is principally engaged in the business of holding securities in its subsidiaries. The registered office of Caissa Group is No. 17, 4F, Commercial Part, No. 1 Building, No. 22, West dawang Road, Chaoyang District, Beijing, P.R. China 100022.

OPW Investment is the controlling shareholder of Caissa Group and is principally engaged in the business of holding securities in Caissa Group. The registered office of OPW Investment is 3107, 27/F, Building 4, No. 7 (Building 3 and 4), East Third Ring Road Middle, Chaoyang District, Beijing, P.R. China.

Xiaobing Chen is the controlling shareholder and the executive director of OPW Investment. Xiaobing Chen is a citizen of the People’s Republic of China with his business address located at 4F, Hopson Building B, No. 22, West dawang Road, Chaoyang District, Beijing, P.R. China 100022.

The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Schedule A hereto and are incorporated herein by reference.

During the last five years, none of the Reporting Persons and, to the best of their knowledge, any of the persons listed on Schedule A hereto has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons and, to the best of their knowledge, any of the persons listed on Schedule A hereto has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it 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.

Item 3.

Source and Amount of Funds or Other Considerations

The information in Item 4 is incorporated herein by reference. As more fully described in Item 4, the Reporting Persons have acquired the Class A Shares of the Issuer reported in this Statement from certain shareholders of the Company for a total consideration of RMB457,607,628, which payment will be made by a deferred payment.

Page 10

Item 4.

Purpose of Transaction

On June 19, 2020, JD.com E-commerce (Investment) Hong Kong Corporation Limited, (“JD Investment HK”), JD.com Investment Limited (“JD Investment BVI”) and Caissa Group (the “Buyer”) entered into a Share Purchase Agreement (the “SPA”), pursuant to which the Buyer agreed to conditionally purchase from JD Investment HK 12,436,780 Class A Shares of the Issuer and from JD Investment BVI all the shares in Fabulous Jade, which holds 65,625,000 Class A Shares of the Issuer, at a total purchase price of RMB457,607,628. The closing of the transfer of the above-mentioned shares (the “SPA Closing”) was subject to the satisfaction or waiver of certain conditions (the “Closing Conditions”), certain of which the Buyer alone could not satisfy or waive prior to November 18, 2020.

On November 18, 2020, JD Investment HK, JD Investment BVI and Hopeful Tourism (the assignee of the Buyer in accordance with a notice from the Buyer on November 13, 2020, pursuant to which the Buyer has assigned all its rights and obligations under the SPA to Hopeful Tourism), entered into an Amendment to Share Purchase Agreement (the “Amendment to SPA”), under which (i) all parties thereto acknowledged and confirmed that all the Closing Conditions have been satisfied or waived as of the date thereof (other than those conditions that by their nature are to be satisfied at the SPA Closing) and (ii) JD Investment HK and JD Investment BVI have given Hopeful Tourism a notice specifying November 20, 2020 as the date of the SPA Closing, and Hopeful Tourism shall pay the purchase price under the SPA within 180 days after the date of the SPA Closing.

On November 20, 2020, the SPA Closing occurred, as a result of which, (i) Hopeful Tourism has become the sole shareholder of Fabulous Jade and (ii) the Reporting Persons have acquired, and beneficially own Class A Shares of the Issuer as reported in this Statement.

A copy of the SPA is attached hereto as Exhibit 99.1 and a copy of the Amendment to SPA is attached hereto as Exhibit 99.2. The description of the above-mentioned documents contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of Exhibit 99.1 and Exhibit 99.2, as appliable, which are incorporated herein by reference.

The Reporting Persons acquired the Class A Shares of the Issuer reported herein for investment purposes, subject to the following:

(1) Pursuant to the board representation rights clause under the Investment Right Agreement dated as of May 22, 2015 (the “IRA”) by and between the Issuer and Fabulous Jade, in connection with the SPA Closing, Fabulous Jade intends to appoint one new director on the board of directors of the Issuer to replace the JD Director (as defined in the IRA). A copy of the IRA is attached hereto as Exhibit 99.4.

(2) The Reporting Persons intend to periodically review their investment in the Issuer and, based on a number of factors, including the Reporting Persons’ evaluation of the Issuer’s business prospects and financial condition, the market for the Issuer’s securities and indebtedness, general economic and market conditions and other investment opportunities, the Reporting Persons may: (i) acquire additional securities (including derivatives thereof) or indebtedness of the Issuer; (ii) dispose of all or a portion of the securities reported herein (including derivatives thereof) or indebtedness of the Issuer through open market or privately negotiated transactions; or (iii) enter into hedging or other similar transactions with respect to the securities or the indebtedness of the Issuer.

Other than as described in this Item 4, the Reporting Persons do not have any current plans or proposals that relate to or that would result in any of the transactions or other matters specified in clauses (a) through (j) of Item 4 of Schedule 13D; however, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.

Page 11

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 Schedule 13D are incorporated herein by reference. The percentages of ownership indicated in this Schedule 13D are calculated based on 370,102,951 Ordinary Shares outstanding, as reported consisting of 352,729,451 Class A Shares (excluding the 19,228,593 Class A Shares, represented by ADSs, repurchased and reserved for the future exercise of options or the vesting of other awards under the share incentive plans of the Issuer) and 17,373,500 Class B Shares, as set forth in the Issuer’s current report on Form 20-F filed with the Securities and Exchange Commission on May 22, 2020.

(a)

As of the date hereof, Fabulous Jade directly holds 65,625,000 Class A Shares, representing 18.6% of the Issuer’s outstanding Class A Shares, or 17.7% of the Issuer’s outstanding Ordinary Shares, or 12.5% of total voting power.

Hopeful Tourism is the sole shareholder of Fabulous Jade. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Hopeful Tourism may be deemed to beneficially own all of the Class A Shares held by Fabulous Jade.

As of the date hereof, Hopeful Tourism directly holds 12,436,780 Class A Shares, representing 3.5% of the Issuer’s outstanding Class A Shares, or 3.4% of the Issuer’s outstanding Ordinary Shares, or 2.4% of total voting power.

Caissa Investment is the sole shareholder of Hopeful Tourism and therefore indirectly owns all of the outstanding shares of Fabulous Jade. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Caissa Investment may be deemed to beneficially own all of the Class A Shares held by Fabulous Jade and Hopeful Tourism.

Caissa Group is the sole shareholder of Caissa Investment and therefore indirectly owns all of the outstanding shares of Hopeful Tourism and Fabulous Jade. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Caissa Investment may be deemed to beneficially own all of the Class A Shares held by Fabulous Jade and Hopeful Tourism.

OPW Investment is the controlling shareholder of Caissa Group. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, OPW Investment may be deemed to beneficially own all of the Class A Shares held by Fabulous Jade and Hopeful Tourism.

Xiaobing Chen is the controlling shareholder of OPW Investment and Caissa Group. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Xiaobing Chen may be deemed to beneficially own all of the Class A Shares held by Fabulous Jade and Hopeful Tourism.

(b)

Fabulous Jade may be deemed to share the power to (i) vote or direct to vote the 65,625,000 Class A Shares and (ii) dispose of or direct the disposition of such Class A Shares.

Each of the Reporting Persons except Fabulous Jade may be deemed to share the power to (i) vote or direct to vote 78,061,780 Class A Shares and (ii) dispose of or direct the disposition of such Class A Shares, comprising (A) 65,625,000 Class A Shares held by Fabulous Jade as described above, and (B) 12,436,780 Class A Shares held by Hopeful Tourism, and such 78,061,780 Class A Shares represent 22.1% of the Issuer’s outstanding Class A Shares, or 21.1% of the Issuer’s outstanding Ordinary Shares, or 14.8% of total voting power..

(c)

Except as disclosed otherwise in the Schedule 13D, none of the Reporting Persons has effected any transactions in the Ordinary Shares of the Issuer during the past 60 days.

Page 12

(d)

None.

(e)

Not applicable.

Item 6.

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

The information set forth in Item 3, 4 and 5 is hereby incorporated by reference in this Item 6.

2015 Share Subscription Agreement

Fabulous Jade entered into the Share Subscription Agreement with the Issuer on May 8, 2015 (the “2015 Share Subscription Agreement”). Pursuant to the 2015 Share Subscription Agreement, the Issuer issued to Fabulous Jade 65,625,000 Class A Shares at a total subscription price of US$350,000,000, on the Closing Date (as defined therein).

The 2015 Share Subscription Agreement contains customary representations, warranties and indemnities from each of Fabulous Jade and the Issuer for a transaction of this nature.

The foregoing description of the 2015 Share Subscription Agreement 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 2015 Share Subscription Agreement. A copy of the Share Subscription Agreement is filed as Exhibit 99.5 hereto and is incorporated herein by reference.

Except as described above or elsewhere in this Schedule 13D, 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 any contracts, arrangements, understandings or relationships concerning the transfer or voting of such 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.

Item 7.

Material to Be Filed as Exhibits

Exhibit No.		Description

99.1		Share Purchase Agreement, dated June 19, 2020, between JD.com E-commerce (Investment) Hong Kong Corporation Limited, JD.com Investment Limited and Caissa Sega Tourism Culture Development Group Co., Ltd. (凯撒世嘉旅游文化发展集团股份有限公司).
99.2		Amendment to Share Purchase Agreement, dated November 18, 2020, between JD.com E-commerce (Investment) Hong Kong Corporation Limited, JD.com Investment Limited and Hopeful Tourism Limited.
99.3		Joint Filing Agreement, dated November 30, 2020, between Fabulous Jade Global Limited, Hopeful Tourism Limited, Caissa Sega Tourism Culture Investment Limited, Caissa Sega Tourism Culture Development Group Co., Ltd., OPW Investment Co., Ltd. and Xiaobing Chen.
99.4		Investor Rights Agreement, dated May 22, 2015, between Tuniu Corporation and Fabulous Jade Global Limited.
99.5		Share Subscription Agreement, dated May 8, 2015, between Tuniu Corporation and Fabulous Jade Global Limited.

Page 13

Signature

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 30, 2020

	Fabulous Jade Global Limited

	By:	/s/ Ruozhu Wang
	Name:	Ruozhu Wang
	Title:	Director

	Hopeful Tourism Limited

	By:	/s/ Ruozhu Wang
	Name:	Ruozhu Wang
	Title:	Director

	Caissa Sega Tourism Culture Investment Limited

	By:	/s/ Ruozhu Wang
	Name:	Ruozhu Wang
	Title:	Director

	Caissa Sega Tourism Culture Development Group Co., Ltd.

	By:	/s/ Xiaobing Chen
	Name:	Xiaobing Chen
	Title:	Chairman of the Board

Page 14

	OPW Investment Co., Ltd.

	By:	/s/ Xiaobing Chen
	Name:	Xiaobing Chen
	Title:	Executive Director

	By:	/s/ Xiaobing Chen
		Xiaobing Chen

Page 15

Schedule A

Directors and Executive Officers of Fabulous Jade

The names of the directors and the names and titles of the executive officers of Fabulous Jade and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Caissa Group, 4F, Hopson Building B, No. 22, West dawang Road, Chaoyang District, Beijing 100022, the People’s Republic of China.

Directors and Executive Officers of Hopeful Tourism

The names of the directors and the names and titles of the executive officers of Hopeful Tourism and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Caissa Group, 4F, Hopson Building B, No. 22, West dawang Road, Chaoyang District, Beijing 100022, the People’s Republic of China.

Directors and Executive Officers of Caissa Investment

The names of the directors and the names and titles of the executive officers of Caissa Investment and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Caissa Group., 4F, Hopson Building B, No. 22, West dawang Road, Chaoyang District, Beijing 100022, the People’s Republic of China.

Page 16

Directors and Executive Officers of Caissa Group

The names of the directors and the names and titles of the executive officers of Caissa Group and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Caissa Group, 4F, Hopson Building B, No. 22, West dawang Road, Chaoyang District, Beijing 100022, the People’s Republic of China.

Names	Position with Caissa Group	Present Principal Occupation	Citizenship
Directors:
Xiaobing Chen	Chairman of the Board	*	P.R. China
Jiangtao Liu	Vice Chairman of the Board	Chairman of the Board of Caissa Tosun Development Co., Ltd.	P.R. China
Yiwen Ma	Director	*	P.R. China
Jie Chen	Director	President of Tourism Business of Caissa Tosun Development Co., Ltd.	P.R. China
Siwen Li	Director	*	P.R. China
Executive Officers:
Yiwen Ma	General Manager	*	P.R. China

Directors and Executive Officers of OPW Investment

The names of the directors and the names and titles of the executive officers of OPW Investment and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Caissa Group, 4F, Hopson Building B, No. 22, West dawang Road, Chaoyang District, Beijing 100022, the People’s Republic of China.

Names	Position with OPW Investment	Present Principal Occupation	Citizenship
Directors:
Xiaobing Chen	Executive Director	*	P.R. China
Executive Officers:
Jie Chen	General Manager	President of Tourism Business of Caissa Tosun Development Co., Ltd.	P.R. China

EX-99.1 2 ea130749ex99-1_caissa.htm SHARE PURCHASE AGREEMENT, DATED JUNE 19, 2020, BETWEEN JD.COM E-COMMERCE (INVESTMENT) HONG KONG CORPORATION LIMITED, JD.COM INVESTMENT LIMITED AND CAISSA SEGA TOURISM CULTURE DEVELOPMENT GROUP CO., LTD.

Exhibit 99.1

EXECUTION VERSION

CONFIDENTIAL

SHARE PURCHASE AGREEMENT

BY AND AMONG

JD.COM E-COMMERCE (INVESTMENT) HONG KONG CORPORATION LIMITED

and

JD.COM INVESTMENT LIMITED

and

凯撒世嘉旅游文化发展集团股份有限公司

（CAISSA SEGA TOURISM CULTURE DEVELOPMENT GROUP CO., LTD）

Dated as of June 19, 2020

TABLE OF CONTENTS

		Page

Article I Definitions		1
Section 1.1	Certain Definitions	1
Section 1.2	Interpretation and Rules of Construction	5
Article II Sale and Purchase of Shares		6
Section 2.1	Sale and Purchase of Shares	6
Section 2.2	Transfer Date and Closing Date	7
Section 2.3	Closing Deliveries by the Sellers	7
Section 2.4	Post-Closing Actions	7
Article III Representations and Warranties of the Sellers		8
Section 3.1	Organization and Good Standing	8
Section 3.2	Title to the Subject Shares	8
Section 3.3	Authorization	9
Section 3.4	Conflicts; Consents of Third Parties	9
Section 3.5	No Litigation	9
Section 3.6	Brokers	9
Section 3.7	Exempt Offering	9
Section 3.8	Information with respect to the Company.	9
Article IV Representations and Warranties of the Purchaser		10
Section 4.1	Organization and Good Standing	10
Section 4.2	Authorization	10
Section 4.3	Conflicts; Consents of Third Parties	10
Section 4.4	[Reserved].	10
Section 4.5	No Litigation	10
Section 4.6	Brokers	11
Section 4.7	Purchase for Own Account; Economic Risk	11
Section 4.8	Private Placement; Non-U.S. Person	11
Section 4.9	Payment of Funds..	11
Article V Condition to the Closing		11
Section 5.1	[Reserved].	11
Section 5.2	Conditions to Obligations of the Purchaser	11
Section 5.3	Conditions to Obligations of the Sellers	12
Article VI Covenants and Additional Agreements		12
Section 6.1	Deposit.	12
Section 6.2	[Reserved]	13
Section 6.3	Liquidated Damages	13
Section 6.4	Further Assurances	14
Section 6.5	Confidentiality and Publicity	14
Article VII Indemnification		15
Section 7.1	Survival of Representations, Warranties and Covenants	15
Section 7.2	Indemnification	15
Section 7.3	Certain Limitations	17
Section 7.4	Indemnification Sole and Exclusive Remedy	17
Article VIII Miscellaneous		18
Section 8.1	Expenses	18
Section 8.2	Governing Law	18
Section 8.3	Arbitration	18
Section 8.4	Entire Agreement; Amendments and Waivers	19
Section 8.5	Specific Performance	19
Section 8.6	Notices	19
Section 8.7	Severability	20
Section 8.8	Binding Effect; Assignment	20
Section 8.9	Counterparts	20
Section 8.10	Termination	20

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of [], 2020, is entered into by and among,

(i).

JD.com E-commerce (Investment) Hong Kong Corporation Limited, a company incorporated under the laws of Hong Kong; (“JD Hong Kong”)

(ii).

JD.com Investment Limited, a company incorporated under the laws of the British Virgin Islands (“JD BVI”, collectively with JD Hong Kong, the “Sellers”, each a “Seller”); and

(iii).

凯撒世嘉旅游文化发展集团股份有限公司(Caissa Sega Tourism Culture Development Group Co., Ltd), a company incorporated under the laws of the People’s Republic of China (the “Purchaser”).

The Sellers and the Purchaser are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”

WITNESSETH:

WHEREAS, JD Hong Kong directly owns 12,436,780 Class A ordinary shares of the Company (as defined below) and intends to sell to the Purchaser all such Class A ordinary shares (the “Company Shares”);

WHEREAS, JD BVI is the sole shareholder of Fabulous Jade Global Limited (“SPV”), which is a company organized under the laws of the British Virgin Islands and holds 65,625,000 Class A ordinary shares of the Company, and JD BVI intends to sell to the Purchaser all its shares in the SPV (the “SPV Shares”, collectively with the Company Shares, the “Subject Shares”); and

WHEREAS, on the terms and subject to the conditions set forth herein, the Sellers desire to sell to the Purchaser, and the Purchaser desires to purchase from the Sellers, the Subject Shares.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

Article I

Definitions

Section 1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1:

“Affiliate” means any other Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such Person, including, without limitation, with respect to any Person that is an individual, his or her Immediate Family Members.

“Agreement” has the meaning ascribed to it in the Preamble.

“Business Day” means a day that is not a Saturday or Sunday or any other day on which banks in Hong Kong, the Cayman Islands, the British Virgin Islands, the PRC or the State of New York are required or authorized to be closed.

“Closing” has the meaning ascribed to it in Section 2.2.

“Closing Date” has the meaning ascribed to it in Section 2.2.

“Company” means Tuniu Corporation, an exempted company incorporated with limited liability under the Laws of the Cayman Islands.

“Company Shares” has the meaning ascribed to it in the Recitals, i.e., 12,436,780 Class A ordinary shares, par value US$0.0001 each, of the Company (as adjusted by share dividend, share combination or similar recapitalization events).

“Contract” means any contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, franchise or license (whether written or oral).

“Control” of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, which power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors (or similar governing body) of such Person; the term “Controlled” has the meaning correlative to the foregoing.

“Corresponding Tuniu Shares” means the 65,625,000 Class A ordinary shares of the Company held by the SPV (as adjusted by share dividend, share combination or similar recapitalization events).

“Deposit” has the meaning ascribed to it in Section 6.1(a).

“Dispute” has the meaning ascribed to it in Section 8.3.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Government Authority” means any federal, national, supranational, state, provincial, local, foreign or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“Group Companies” means the Company and any and all corporations, partnerships, limited liability companies, joint ventures, associations and other entities Controlled by the Company directly or indirectly through one or more intermediaries, including any variable interest entity Controlled by and consolidated with the Company.

“HKIAC” has the meaning ascribed to it in Section 8.3.

“HKIAC Rules” has the meaning ascribed to it in Section 8.3.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Immediate Family Members” means, with respect to any natural Person, (a) such Person’s spouse, parents, parents-in-law, grandparents, children, grandchildren, siblings and siblings-in-law (in each case whether adoptive or biological), (b) spouses of such Person’s children, grandchildren and siblings (in each case whether adoptive or biological) and (c) estates, trusts, partnerships and other Persons which directly or indirectly through one or more intermediaries are Controlled by the foregoing.

“Indemnified Party” has the meaning ascribed to it in Section 7.2(c).

“Indemnifying Party” has the meaning ascribed to it in Section 7.2(c).

“knowledge” means with respect to any Seller, the knowledge actually possessed and, with respect to the Purchaser, the knowledge actually possessed.

“Law” means any foreign, federal, state, municipal or local law, statute, code, ordinance, rule, decree, regulation or any common law of any Government Authority or jurisdiction.

“Legal Proceeding” means any judicial, administrative or arbitral actions, suits, proceedings or investigations (whether civil or criminal, judicial or administrative, at law or in equity, or public or private) by or before a Government Authority.

“Liability” means any liability, cost, expense (including reasonable attorneys’ fees), debt or obligation of any kind, character or description, and whether known or unknown, accrued, absolute, determined, determinable, contingent or otherwise, and regardless of when asserted or by whom.

“Lien” means any pledge, lien, charge, mortgage, right of first refusal or other option to purchase or otherwise acquire any interest, easement, security interest or other encumbrance or restriction on use, voting transfer or receipt of income or exercise of any other attribute of ownership.

“Long Stop Date” means the date falling fifteen (15) months after the date of this Agreement.

“Losses” has the meaning ascribed to it in Section 7.2(a).

“Order” means any written order, injunction, judgment, decree, notice, ruling, writ, assessment or arbitration award of a Government Authority.

“Organizational Documents” means, with respect to an entity, its certificate of incorporation, articles of incorporation, by-laws, articles of association, memorandum of association, certificate of trust, trust agreement, partnership agreement, limited partnership agreement, certificate of formation, limited liability company agreement or operating agreement, as applicable.

“Party” shall have the meaning ascribed to this term in the preamble to this Agreement.

“Permit” means any approval, authorization, consent, license, variance, clearance, order, exemption, permit or certificate of or issued by a Government Authority.

“Person” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Government Authority or other entity.

“PRC” or “China” means the People’s Republic of China, excluding, for purposes of this Agreement, Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan.

“Purchaser Indemnitee” has the meaning ascribed to it in Section 7.2(a).

“Purchase Price” means RMB457,607,628, among which RMB72,905,914 is for the sale and purchase of Company Shares and RMB384,701,714 is for the sale and purchase of SPV Shares.

“RMB” means the lawful currency of the PRC.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Seller Indemnitees” has the meaning ascribed to it in Section 7.2(b).

“Seller” has the meaning ascribed to it in the Preamble.

“Shareholder Vote Failure” has the meaning ascribed to it in Section 8.8.

“SPV” has the meaning ascribed to it in the Recitals.

“SPV Shares” has the meaning ascribed to it in the Recitals, i.e., 1 ordinary share at a par value of US$1.00 of the SPV (as adjusted by share dividend, share combination or similar recapitalization events).

“Subject Shares” has the meaning ascribed to it in the Recitals.

“Tax” or “Taxes” means (a) any federal, national, provincial, municipal, local or taxes, duties, imposts, levies, or other like assessments in the nature of a tax, in each case, imposed by any Government Authority, including all net income (including enterprise income tax and individual income withholding tax), turnover (including value-added tax, business tax, and consumption tax), resource (including urban and township land use tax), special purpose (including land value-added tax, urban maintenance and construction tax, and additional education fees), property (including urban real estate tax and land use fees), documentation (including stamp duty and deed tax), filing, recording, tariffs (including import duty and import value-added tax), and other taxes, (b) all interest, penalties (administrative, civil or criminal), or additional amounts imposed by any Government Authority in connection with any item described in clause (a) above and (c) any form of transfer liability imposed by any Government Authority in connection with any item described in clauses (a) and (b) above.

“Termination Fee” has the meaning ascribed to it in Section 8.8.

“Third Party Claim” has the meaning ascribed to it in Section 7.2(c)(ii).

“Transfer Date” has the meaning ascribed to it in Section 2.2(a).

“Transfer Notice” has the meaning ascribed to it in Section 2.2(a).

“U.S.” means the United States of America.

“US$” means U.S. dollars, the lawful currency of the U.S.

Section 1.2 Interpretation and Rules of Construction.

(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

(i) the provision of a Table of Contents, the division of this Agreement into articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement;

(ii) any reference in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement, unless otherwise indicated. All Exhibits and Schedules hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein;

(iii) any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa;

(iv) the word “including” or any variation thereof means (unless the context of its usage otherwise requires) “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it;

(v) words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires;

(vi) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded;

(vii) the term “non-assessable,” when used with respect to any shares, means that no further sums are required to be paid by the holders thereof in connection with the issue thereof;

(viii) except as otherwise provided herein, any reference in this Agreement to payment of RMB shall be made (x) in offshore RMB funds raised from legitimate sources or (y) in US$ being an equivalent of such amount of RMB calculated at the middle exchange rate published by the People’s Bank of China on the date of payment or an exchange rate otherwise agreed by the Parties.

(ix) any agreement, instrument or statute defined or referred to herein or in any agreement, instrument or statute that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of statutes) by succession of comparable successor statutes; and

(x) whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day.

(b) In the event an ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Article II

Sale and Purchase of Shares

Section 2.1 Sale and Purchase of Shares. Upon the terms and subject to the conditions set forth herein, at the Closing, the Sellers shall sell and transfer to the Purchaser, and the Purchaser hereby agrees to purchase from the Sellers, all of the Sellers’ right, title and interest to the Subject Shares, free and clear of all Liens, in exchange for the payment by the Purchaser to the Sellers of the Purchase Price.

Section 2.2 Transfer Date and Closing Date.

(a) Subject to the satisfaction or waiver of the last of the conditions set forth in Article V to be satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing), the Sellers shall give the Purchaser a notice (the “Transfer Notice”); provided, that the Sellers shall not deliver the Transfer Notice prior to the date that is two (2) months from the date of this Agreement. The Transfer Notice shall specify the date of transfer (which shall be within ten (10) Business Days from the date of the Transfer Notice, the “Transfer Date”).

(b) On the Transfer Date, the Purchaser shall deliver or cause to be delivered to the Sellers an amount in cash equal to the Purchase Price (among which RMB72,905,914 shall be paid to JD Hong Kong and RMB384,701,714 shall be paid to JD BVI), by wire transfer in immediately available funds to a bank account designated by the relevant Seller in writing (each a “Seller’s Account”). Promptly after the initiation of such wire transfer pursuant to this Section 2.2(b), the Purchaser shall deliver via email to the relevant Seller reasonable evidence of such wire transfer. Upon receipt of the applicable Purchase Price in the Seller’s Account, the relevant Seller shall promptly (and in any event within the same Business Day) provide the Purchaser with a written confirmation via email of such receipt.

(c) The sale and purchase of all Subject Shares as contemplated by this Agreement (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures by email on the first to occur of (i) the third Business Day after the Sellers’ receipt of the evidence of wire transfer provided by the Purchaser in accordance with Section 2.2(b) and (ii) the date on which the Sellers receive the Purchase Price in the Seller’s Accounts (such date, the “Closing Date”).

Section 2.3 Closing Deliveries by the Sellers. At the Closing, (i) JD Hong Kong shall deliver to the Purchaser a duly executed instrument of transfer evidencing the sale of the Company Shares to the Purchaser, in the form provided by the transfer agent of the Company and (ii) JD BVI shall deliver a duly executed instrument of transfer, substantially in the form attached as Exhibit A hereto, to the SPV’s transfer agent to evidence and effect the transfer and delivery of the SPV Shares to the Purchaser.

Section 2.4 Post-Closing Actions. JD Hong Kong shall use its reasonable best efforts to procure the Company to deliver to the Purchaser the share certificate in respect of the Company Shares and the certified true copy of the register of members of the Company as soon as practicable after the Closing. JD BVI shall use its reasonable efforts to procure the transfer agent of the SPV to deliver to the Purchaser the share certificate in respect of the SPV Shares and the certified true copy of the register of members of the SPV as soon as practicable after the Closing.

Article III

Representations and Warranties of the Sellers

Each Seller hereby (i) severally but not jointly represents and warrants to the Purchaser as of the date hereof and as of the Closing Date, except if a representation or warranty is made as of a specified date, as of such date, each of the representations and warranties contained in Section 3.1 through 3.7 in this Article III, and (ii) jointly and severally represents and warrants to the Purchaser as of the date hereof, each of the representations and warranties contained in Section 3.8 in this Article III.

Section 3.1 Organization and Good Standing. Such Seller is duly organized, validly existing and in good standing under the Laws of the place of its incorporation or formation, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Section 3.2 Title to the Subject Shares and the Corresponding Tuniu Shares.

(a) (i) Such Seller is the sole and exclusive record owner of the Company Shares, or as the case may be, the SPV Shares, as of the date hereof and as of the Closing Date. Such Seller is the sole beneficial owner of the Company Shares, or as the case may be, the SPV Shares, free and clear of any and all Liens, (ii) the Company Shares and the SPV Shares have been duly authorized, are validly issued and fully paid, (iii) other than this Agreement to which it is a party, there are no outstanding contracts or understandings to which such Seller is a party involving the purchase, sale or other acquisition or disposition of the applicable Subject Shares or any interest therein, and (iv) upon consummation of the Closing as provided in Article II, the Purchaser will have good and valid title to the applicable Subject Shares, and the applicable Subject Shares shall be fully paid and non-assessable with the Purchaser being entitled to all rights accorded to a holder of the applicable Subject Shares. Apart from the shareholder rights and obligations provided in the Subscription Agreement and the Investor Rights Agreement entered into by and between the Company and the SPV in May 2015, the Fifth Amended and Restated Memorandum and Articles of Association of the Company adopted by a Special Resolution on April 4, 2014, as well as the Memorandum of Association and Articles of Association of the SPV, there are no other contractual rights, obligations or restrictions regarding the Company Shares or the SPV Shares respectively.

(b) JD BVI further represents and warrants to the Purchaser that (i) the SPV is the sole and exclusive record owner of the Corresponding Tuniu Shares as of the date hereof and as of the Closing Date, (ii) the SPV is the sole beneficial owner of the Corresponding Tuniu Shares, free and clear of any and all Liens, (iii) the Corresponding Tuniu Shares have been duly authorized, are validly issued, fully paid and non-assessable, (iv) there are no outstanding contracts or understandings involving the purchase, sale or other acquisition or disposition of the Corresponding Tuniu Shares or any interest therein and (v) since its registration, the SPV has not carried out any business or had any assets or liabilities other than holding the Corresponding Tuniu Shares, except for those relating to its incorporation and maintenance.

(c) Upon consummation of the Closing as provided in Article II, the Purchaser shall beneficially own 78,061,780 Class A ordinary shares of the Company (as adjusted by share dividend, share combination or similar recapitalization events).

Section 3.3 Authorization. Such Seller has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by such Seller have been duly authorized by all necessary corporate action on the part of such Seller. This Agreement has been duly executed and delivered by such Seller, and, assuming due authorization, execution and delivery by the Purchaser, constitutes legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’ rights and remedies generally.

Section 3.4 Conflicts; Consents of Third Parties. The execution, delivery and performance by such Seller of this Agreement do not and will not (i) violate, conflict with or result in the breach of any provision of Organizational Documents of such Seller, or (ii) require any consent under any Contract, Permit or other instrument or arrangement to which such Seller is a party, other than, in the case of clause (ii) above, any such required consent that would not affect such Seller’s ability in material respects to consummate the transactions contemplated herein.

Section 3.5 No Litigation. There are no Legal Proceedings by or against such Seller pending before any Government Authority or, to the knowledge of such Seller, threatened to be brought by or before any Government Authority (a) which would be reasonably expected to, individually or in the aggregate, result in a material adverse effect on the authority or ability of such Seller to perform its obligations under this Agreement or (b) that relate to or challenge the validity of this Agreement or the transactions contemplated hereby.

Section 3.6 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of such Seller.

Section 3.7 Exempt Offering. Assuming the accuracy of the Purchaser’s representations and warranties herein, the offer and sale of the applicable Subject Shares under this Agreement are or will be exempt from the registration requirements and prospectus delivery requirements of the Securities Act, and from the registration or qualification requirements of any other applicable securities Laws and regulations.

Section 3.8 Information with respect to the Company. To the knowledge of each of the Sellers, as of the signing of this Agreement, there is and has been no event, occurrence, fact, condition or circumstances that (i) is, or could reasonably be expected to be or become, individually or in the aggregate, materially adverse to the business, results of operations, condition (financial or otherwise) or assets of the Group Companies taken as a whole, except to the extent that any such material adverse effect results from (A) changes in general economic and market conditions, (B) changes in the generally accepted accounting principles that are generally applicable to comparable companies or (C) acts of war, sabotage, terrorism, COVID-19 outbreak or natural disaster involving any jurisdiction in which the Group Companies operate, and (ii) was or is not reflected in all the public filings with SEC filed by or with respect to the Company (including the Unaudited Fourth Quarter and Fiscal Year 2019 Financial Results announced by the Company on April 9, 2020).

Article IV

Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Sellers, as of the date hereof and as of the Closing Date, except if a representation or warranty is made as of a specified date, as of such date, each of the representations and warranties contained in this Article IV.

Section 4.1 Organization and Good Standing. The Purchaser is duly organized, validly existing and in good standing under the Laws of the place of its incorporation or formation, and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted.

Section 4.2 Authorization. The Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Purchaser have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, assuming due authorization, execution and delivery by the Sellers, constitutes legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’ rights and remedies generally.

Section 4.3 Conflicts; Consents of Third Parties. The execution, delivery and performance by the Purchaser of this Agreement do not and will not (i) violate, conflict with or result in the breach of any provision of Organizational Documents of the Purchaser, or (ii) require any consent under any Contract, Permit or other instrument or arrangement to which the Purchaser is a party or result in the creation of any Lien upon any of the properties or assets of the Purchaser other than, in the case of clause (ii) above, any such required consent that would not affect the Purchaser’s ability in material respects to consummate the transactions contemplated herein.

Section 4.4 [Reserved].

Section 4.5 No Litigation. There are no Legal Proceedings pending before any Government Authority or, to the knowledge of the Purchaser, threatened to be brought by or before any Government Authority (a) which would be reasonably expected to, individually or in the aggregate, result in a material adverse effect on the authority or ability of the Purchaser to perform its obligations under this Agreement, or (b) that relate to or challenge the validity of this Agreement or the transactions contemplated hereby.

Section 4.6 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

Section 4.7 Purchase for Own Account; Economic Risk. The Purchaser is acquiring the Subject Shares not with a view to the distribution thereof in violation of the Securities Act. The Purchaser acknowledges that it (a) can bear the economic risk of its investment in the Subject Shares, (b) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Subject Shares and (c) has independently and without reliance upon the Sellers, and based on such information as it has deemed appropriate, made its own analysis and decision to enter into this Agreement and complete the transactions contemplated hereunder, except that it has relied upon the Sellers’ express representations, warranties, covenants and agreements in this Agreement.

Section 4.8 Private Placement; Non-U.S. Person. The Purchaser understands that (a) the Subject Shares have not been registered under the Securities Act or any state securities Laws and (b) the Subject Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities Laws or is exempt from registration thereunder. The Purchaser represents that either: (i) it is an “accredited investor” (as defined in Rule 501(a) of Regulation D under the Securities Act) or (ii) it is not a U.S. Person and is located outside of the United States, as such terms are defined in Rule 902 of Regulation S under the Securities Act.

Section 4.9 Payment of Funds. At the Closing, the Purchaser has sufficient funds legally available to fund the transactions contemplated by this Agreement.

Article V

Condition to the Closing

Section 5.1 [Reserved].

Section 5.2 Conditions to Obligations of the Purchaser. The obligations of the Purchaser to purchase and pay for the Subject Shares as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion:

(a) Except for Section 3.8, the representations and warranties of the Sellers contained in Article III of this Agreement shall have been true and correct in all material respects (or, if qualified by materiality or material adverse effect, true and correct in all respects) on the date of this Agreement and on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, in which case on and as of such specified date).

(b) The Sellers 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 by the Sellers on or before the Closing Date.

(c) All corporate and other actions required to be taken by the Sellers in connection with the sale of the Subject Shares shall have been completed.

(d) The Purchaser shall have received the Transfer Notice.

Section 5.3 Conditions to Obligations of the Sellers. The obligation of each Seller to sell and transfer the Subject Shares as contemplated by this Agreement is 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 such Seller in its sole discretion:

(a) The representations and warranties of the Purchaser contained in Article IV of this Agreement shall have been true and correct in all material respects (or, if qualified by materiality, true and correct in all respects) on the date of this Agreement and on and as of the Closing Date (except for representations and warranties that expressly speak as of an earlier date, in which case on and as of such specified date).

(b) The Purchaser shall have performed and complied in all material 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 by the Purchaser on or before the Closing Date.

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

Article VI

Covenants and Additional Agreements

Section 6.1 Deposit.

(a) As security for the fulfilment of this Agreement, the Purchaser shall pay RMB22,880,381.4 as deposit (the “Deposit”) to a bank account designated by the Sellers on or prior to the later of (i) May 19, 2020, or (ii) the third day after the date of this Agreement. Notwithstanding any other provision herein, the Purchaser shall have the obligation to pay the Deposit.

(b) If the Closing occurs, as determined by the Purchaser and notified to the Sellers by a written notice,

(i) the Deposit amount shall be deducted from the Purchase Price when the Purchaser pays the Purchase Price on the Transfer Date in accordance with Section 2.2(b), and (x) in respect of JD Hong Kong, an amount of RMB3,645,295.7 shall be deducted from its portion of Purchase Price and (y) in respect of JD BVI, an amount of RMB19,235,085.7 shall be deducted from its portion of Purchase Price; or

(ii) the Deposit shall be refunded to the Purchaser on or prior to the next Business Day after a written confirmation confirming the receipt of the Purchase Price has been issued by each Seller in accordance with Section 2.2(b).

(c) If the Agreement is terminated in accordance with Section 8.10(a), the Deposit shall be treated in accordance with Section 8.10(b).

(d) If the Sellers fail to refund the Deposit to the Purchaser according to this Agreement, the Sellers shall pay late fee at the rate of 0.01% of the Deposit amount per each overdue day, until full refund and payment of the Deposit and the late fee accrued thereon to the Purchaser.

Section 6.2 The Parties shall use best reasonable efforts to work with each other,

(a) to effect the change of director of the SPV and SPV’s designee to the Company’s board as person(s) designated by the Purchaser on the Closing Date (to the extent practicable) or as soon as possible thereafter; and

(b) for Sellers to deliver SPV’s records (to the extent available to the Sellers) on the Closing Date (to the extent practicable) or as soon as possible thereafter.

Section 6.3 Liquidated Damages

(a) Upon Sellers’ termination of this Agreement pursuant to Section 8.10(a)(ii), the Purchaser shall pay to the Sellers an amount of RMB22,880,381.4 as liquidated damages on the date of receiving the notice of such breach and resulted termination from either Seller, without any Seller being required to present any evidence of the amount or character of actual harm or damages sustained by reason thereof. The Purchaser also agrees that the Sellers are entitled to deduct or withhold the above liquidated damages from the Deposit, in which case the above Seller’s notice of such breach and resulted termination will terminate any of the Purchaser’s right, title or other interest with respect to the Deposit. The Sellers agree that other than such termination pursuant to Section 8.10(a)(ii), under no circumstances shall the Purchaser have the obligation to pay any liquidated damages to the Sellers.

(b) The Purchaser hereby acknowledges and irrevocably agrees, having taken appropriate advice, that Sellers have legitimate commercial interests in requiring the Purchaser to comply with this Section 6.3 and the liquidated damages set out in this Section 6.3 are (i) proportionate to such legitimate commercial interests, in all respects fair and reasonable, and (ii) represent a genuine pre-estimate of the losses, damages, and expenses likely to be suffered or incurred by Sellers arising out of such breach and resulted termination of this Agreement.

(c) The Parties acknowledge that the actual damages likely to result from the above breach of the Agreement are difficult to ascertain on the date this Agreement is entered into and may be difficult for any Party to prove in the event of such breach. Therefore, the Parties intend that above liquidated damages in the amount of RMB22,880,381.4 would be the minimum amount that would reasonably compensate the Sellers for their actual damages sustained, and not as a penalty, due to any breach by the breaching Purchaser of its obligations under the Agreement. The Parties agree that the liquidated damages provision is meant to be a minimum damages calculation and does not limit the Sellers’ ability to seek actual damages in a different amount, attorneys’ fees, or any other relief.

Section 6.4 Further Assurances. Each Party shall take all actions necessary or advisable and do all things (including to execute and deliver documents and other papers) necessary or advisable to consummate the transactions contemplated by this Agreement.

Section 6.5 Confidentiality and Publicity.

(a) Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person, other than their respective agents, representatives, Affiliates, employees, officers and directors who need to know such confidential information) all confidential information with respect to the other Parties, or relating to the transactions contemplated hereby, (ii) in the event that any Party or any agent, representative, Affiliate, employee, officer or director of such Party becomes legally compelled to disclose any such information (except for information that is legally required to be disclosed in any filing or reporting required under applicable securities law, including any filing on or in connection with a Schedule 13D or Schedule 13G, as the case may be, or any amendments thereto and including any rule or regulation of any national securities exchange; provided, however, that to the extent permitted by applicable Laws and without causing delay in making such filing or reporting within the prescribed time limit, the disclosing Party shall provide prior written notice to the other Parties to respond in a reasonable period and all the Parties hereto shall consent to the scope and content of the disclosed information contained in such filing or reporting, the consent of which shall not be unreasonably withheld by any Party and such consent shall be deemed as duly given if any Party does not respond within a reasonable time), provide the relevant Party with prompt written notice of such requirement so that the relevant Party may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 6.5(a), and (iii) in the event that such protective order or other remedy is not obtained, or the relevant Party waives compliance with this Section 6.5(a), furnish only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain assurances that confidential treatment will be accorded such information; provided, however, that this Section 6.5(a) shall not apply to any information that, at the time of disclosure, is in the public domain and was not disclosed in breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees, officers or directors.

(b) No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the Purchaser (in the case of a proposed release or announcement by any Seller) or of the Sellers (in the case of a proposed release or announcement by the Purchaser), unless otherwise required by Law or Government Authority.

Article VII

Indemnification

Section 7.1 Survival of Representations, Warranties and Covenants. The representations and warranties of each Party contained in this Agreement shall survive the Closing until the expiration of the statute of limitations applicable thereto. The covenants and other agreements of each Party contained in this Agreement shall survive the Closing until fully discharged in accordance with their terms, except for those covenants and agreements which shall be complied with or discharged prior to the Closing in accordance with the terms of this Agreement. Neither the period of survival nor the liability of any Party with respect to its respective representations, warranties, covenants and agreements shall be reduced by any investigation made at any time by or any other Party.

Section 7.2 Indemnification.

(a) Indemnification by the Sellers. From and after the Closing, a Seller shall indemnify, defend and hold harmless the Purchaser and its Affiliates and its and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Purchaser Indemnitees”) from and against all Liabilities, losses, damages, claims, costs and expenses (including reasonable attorneys’ fees and expenses incurred in connection with the investigation or defense of any of the same or in responding to or cooperating with any governmental investigation), interest, awards, judgments, Taxes, fines and penalties (collectively, “Losses”) suffered or incurred by the Purchaser Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) arising out of or relating to:

(i) any inaccuracy in or breach of any representation or warranty set forth in Article III by such Seller under this Agreement; or

(ii) any breach or violation of, or failure to perform, any covenants or agreements made herein by such Seller.

(b) Indemnification by the Purchaser. The Purchaser shall indemnify, defend and hold harmless the Sellers, their Affiliates and their respective officers, directors, employees, agents, successors and permitted assigns (collectively, the “Seller Indemnitees”) from and against all Losses suffered or incurred by the Seller Indemnitees (in each case, whether absolute, accrued, conditional or otherwise and whether or not resulting from Third Party Claims) arising out of or relating to:

(i) any inaccuracy in or breach of any representation or warranty set forth in Article IV made herein by the Purchaser under this Agreement; or

(ii) any breach or violation of, or failure to perform, any covenants or agreements made herein by the Purchaser.

(i) Any Party seeking indemnification under this Section 7.2 (an “Indemnified Party”) shall promptly give the Party from whom indemnification is being sought (an “Indemnifying Party”) notice of any matter which such Indemnified Party has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement stating in reasonable detail the nature of the claim, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 7.2 except to the extent the Indemnifying Party is materially prejudiced by such failure. With respect to any recovery or indemnification sought by an Indemnified Party from the Indemnifying Party that does not involve a Third Party Claim, if the Indemnifying Party does not notify the Indemnified Party within thirty (30) days from its receipt of the notice from the Indemnified Party that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. If the Indemnifying Party has disputed a claim for indemnification (including any Third Party Claim), the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute in thirty (30) days after delivery of the dispute notice by the Indemnifying Party, such dispute shall be resolved by arbitration pursuant to Section 8.3.

(ii) If an Indemnified Party shall receive notice of any Legal Proceeding, audit, demand or assessment (each, a “Third Party Claim”) against it or which may give rise to a claim for Loss under this Section 7.2, within thirty (30) days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Section 7.2 except to the extent that the Indemnifying Party is materially prejudiced by such failure. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within fifteen (15) days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the Indemnifying Party’s expense. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party’s expense, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party’s expense, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

Section 7.3 Certain Limitations. The indemnification provided for in Section 7.2 shall be subject to the following limitations:

(a) The Sellers shall not be liable with respect to any Losses incurred by the Purchaser in respect of Section 3.8 only where the amount of each of such indemnity claims does not exceed USD 500,000 (or its equivalent in another currency).

(b) The maximum liability for each Seller with respect to any Losses incurred by the Purchaser in respect of Section 3.8 only shall not exceed an amount equal to 10% of such Seller’s respective portion of the Purchase Price.

(c) The Indemnified Party shall not be entitled to recover under this Agreement or any other agreement or document entered into or delivered concurrent with or in connection with the execution of this Agreement more than once in respect of the same Losses suffered.

(d) In no event shall any Indemnifying Party be liable to any Indemnified Party for indemnification under Section 7.2 for any punitive, incidental, consequential, special or indirect damages, except to the extent any of the foregoing (i) is the reasonably foreseeable result of the applicable breach or (ii) is payable in connection with a Third Party Claim.

(e) Notwithstanding anything in this Agreement to the contrary, any Loss under this Article VII shall be determined without giving effect to any qualification contained in any representation and warranty as to materiality, including material adverse effect.

(f) Notwithstanding anything in this Agreement to the contrary, the limitations on indemnification and liability set forth in this Section 7.3 shall not apply to a claim for Losses arising out of fraud or willful misconduct by any Party.

(g) For the avoidance of doubt, an Indemnified Party shall be entitled to recover from the applicable Indemnifying Party under this Article VII for any Losses incurred by such Indemnified Party arising out of or resulting from the breach of any representation, warranty, covenant or agreement contained herein, as applicable, whether or not such Indemnified Party (or any of its Affiliates or Representatives) had any knowledge of the breach (or knowledge of any other facts or circumstances relating thereto) on or prior to the date hereof.

Section 7.4 Indemnification Sole and Exclusive Remedy. Following the Closing, indemnification pursuant to this Article VII shall be the sole and exclusive remedy of the Parties and any parties claiming by or through any Party (including the Indemnified Parties) related to or arising from any breach of any representation, warranty, covenant or agreement contained in, or otherwise pursuant to, this Agreement, except in each case pursuant to Section 6.3, Section 8.5 or in the case of fraud or willful misconduct.

Article VIII

Miscellaneous

Section 8.1 Expenses. Except as otherwise provided in this Agreement, each Party shall bear its own costs and expenses incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.

Section 8.2 Governing Law. This Agreement and any dispute, controversy or claim arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, the Laws of the State of New York (without regard to its conflicts of laws rules that would mandate the application of the Laws of another jurisdiction).

Section 8.3 Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Agreement) (each a “Dispute”) shall be referred to and finally settled by arbitration.

(a) The place and seat of arbitration shall be Hong Kong, and the arbitration shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules then in force (the “HKIAC Rules”). Each Party irrevocably and unconditionally consents to such arbitration as the sole and exclusive method of resolving any Dispute, other than any proceedings to seek the remedy of specific performance as contemplated by Section 8.5.

(b) The law of this arbitration clause as set forth in Section 8.2 shall be the Laws of the State of New York.

(c) The number of arbitrators shall be three (3). The claimant(s), irrespective of number, shall jointly appoint one arbitrator and the respondent(s), irrespective of number, shall jointly appoint one arbitrator. The third arbitrator, who shall serve as chairperson of the arbitral tribunal, shall be selected by the mutual agreement of the arbitrators appointed by the first two Parties. Any arbitrator that is not so appointed shall instead be appointed in accordance with the HKIAC Rules.

(d) The language to be used in the arbitration proceedings shall be English.

(e) Subject to the agreement of the arbitral tribunal, any Dispute(s) which arise subsequent to the commencement of arbitration of any existing Dispute(s) shall be resolved by the arbitral tribunal already appointed to hear the existing Dispute(s).

(f) The award of the arbitral tribunal shall be final, conclusive and binding upon the Parties.

(g) Judgment upon any award may be entered and enforced in any court having jurisdiction over a Party or any of its assets. For the purpose of the enforcement of an award, the Parties irrevocably and unconditionally submit to the jurisdiction of any competent court and waive any defenses to such enforcement, including any defenses based on lack of personal jurisdiction or inconvenient forum.

Section 8.4 Entire Agreement; Amendments and Waivers. This Agreement (including the schedules and exhibits hereto) represents the entire understanding and agreement between the Parties with respect to the subject matter hereof and thereof, and supersedes all other prior understandings and agreements, express or implied, oral or written, between the Parties with respect to the subject matter hereof and thereof. This Agreement can be amended, supplemented or changed, and any provision hereof can be waived, only by written instrument making specific reference to this Agreement signed by the Purchaser and the Sellers. No action taken pursuant to this Agreement, including any investigation by or on behalf of any Party, shall be deemed to constitute a waiver by the Party taking such action of compliance with any representation, warranty, covenant or agreement contained herein. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party 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 of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Section 8.5 Specific Performance. The Parties acknowledge and agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that, each Party shall be entitled to specific performance of the terms hereof to the extent permitted by applicable Laws. It is accordingly agreed that, each Party shall be entitled to an injunction or injunctions to prevent such breaches of this Agreement and to enforce specifically (without proof of actual damages or harm, and not subject to any requirement for the securing or posting of any bond in connection therewith) such terms and provisions of this Agreement, this being in addition to any other remedy to which each Party is entitled at law or in equity. The Parties agree that under no circumstances will the Sellers be entitled to receive both a grant of specific performance and any monetary damages or other monetary remedies, including all or any portion of the liquidated damages as set forth in Section 6.3.

Section 8.6 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed effectively given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by fax (with written confirmation of transmission) or (iii) two (2) Business Days following the day sent by international overnight courier (with written confirmation of receipt), in each case at the addresses and facsimile numbers (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this Section 8.6) set forth under Exhibit B.

Section 8.7 Severability. If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 8.8 Effectiveness; Binding Effect; Assignment. This Agreement shall become effective on the date first written above; provided that in the event this Agreement is not approved by the requisite shareholder vote of the listed company under the same Control as the Purchaser in a shareholders meeting by September 30, 2020 (the “Shareholder Vote Failure”), this Agreement shall be null and void, with no binding obligation on any Party, except that (i) the Purchaser shall have the obligation to pay the Deposit under Section 6.1(a) and (ii) the Purchaser shall pay to the Sellers a termination fee of RMB22,880,381.4 (the “Termination Fee”) in the event of the Shareholder Vote Failure and the Sellers are entitled to deduct or withhold the Termination Fee from the Deposit upon a notice to the Purchaser, in which case such notice of the Sellers will terminate any of the Purchaser’s right, title or other interest with respect to the Deposit. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No assignment of this Agreement or of any rights or obligations hereunder may be made by (i) any Seller, directly or indirectly (by operation of law or otherwise), without the prior written consent of the Purchaser, and (ii) the Purchaser, directly or indirectly (by operation of law or otherwise), without the prior written consent of the Sellers, and any attempted assignment in violation of this Section 8.8 shall be void; provided that the Purchaser may assign its rights and obligations under this Agreement to any of its Affiliates upon a two (2) Business Day prior written notice to the Sellers; provided further, that any such assignment shall not relieve the Purchaser of its obligations under this Agreement to the extent not performed by such Affiliate.

Section 8.9 Counterparts. This Agreement may be executed in any number of counterparts, including by facsimile or PDF, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.

Section 8.10 Termination.

(a) Termination Events. This Agreement may be terminated prior to the Closing,

(i) by mutual written consent of the Parties, or

(ii) by the Sellers by sending a notice to the Purchaser if the Purchaser fails to pay the Purchase Price on the Transfer Date in accordance with Section 2.2(b); or

(iii) by the Purchaser or the Sellers if the Closing has not occurred on or before the Long Stop Date.

(b) Effect of Termination.

(i) If the Sellers have validly elected to terminate this Agreement pursuant to Section 8.10(a)(ii), then this Agreement shall be void and of no further force or effect; provided, however that the provisions of Section 1, Section 6.3, Section 6.5, Article VII and Article VIII shall survive the expiration or early termination of this Agreement.

(ii) If Agreement is terminated for any reason other than pursuant to Section 8.10(a)(ii), then (A) this Agreement shall be void and of no further force or effect and there shall be no liability on the part of any Party hereto; provided, however that the provisions of Section 1, Section 6.1, Section 6.5, and Article VIII shall survive the expiration or early termination of this Agreement, and (B) promptly and in no event later than five (5) Business Days after such termination, the Sellers shall refund an amount equal to the Deposit to the Purchaser by wire transfer of immediately available funds to the account(s) designated by the Purchaser.

** REMAINDER OF PAGE INTENTIONALLY LEFT BLANK **

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

JD.com E-commerce (Investment) Hong Kong Corporation Limited

By:	/s/ WANG, Nani
	Name:	WANG, Nani
	Title:	Sole Director

[Signature Page to SPA]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

JD.com Investment Limited

By:	/s/ WANG, Nani
	Name:	WANG, Nani
	Title:	Sole Director

[Signature Page to SPA]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.

凯撒世嘉旅游文化发展集团股份有限公司（ Caissa Sega Tourism Culture Development Group Co., Ltd）（Seal）

By:	/s/ CHEN, Xiaobing
	Name:	CHEN, Xiaobing
	Title:	Chairman of the Board

[Signature Page to SPA]

Exhibit A

Form of Instrument of Transfer

We,	(the “Transferor”), a company incorporated in

in consideration of

do hereby transfer to	(the “Transferee”), a company incorporated in

the Shares more particularly described in the Schedule hereto (hereinafter called the “Shares”) standing in our name in the Register of Members of hold unto the said Transferee its Executors, Administrator or Assigns, subject to the several conditions upon which we held the same at the time hereof, and we, the said Transferee do hereby agree to take the Shares subject to the same conditions.

SCHEDULE

NAME OF COMPANY	:

NUMBER OF SHARES	:

Dated this

day of

Signed by	)
for and behalf of	)
the Transferor:	)
	)
	)

)
)
)

	, Director	Witness

Signed by	)
for and behalf of	)
the Transferee:	)
	)
	)
	)
	)
	)

, Director

Witness

Exhibit B

Notice Address

If to the Purchaser:		凯撒世嘉旅游文化发展集团股份有限公司(Caissa Sega Tourism Culture Development Group Co., Ltd) 4F, Hopson Building B, No. 22 West dawang Road, Chaoyang District, Beijing, PRC Attention：Wu Yonghua（吴永华） Email： wuyonghua@caissa.com.cn

If to the Sellers:		JD.com, Inc. Legal Department (M&A team), 21/F, Building A, No. 18 Kechuang 11th Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, PRC Attention: Gao Jing (高静) Email: legalnotice@jd.com

with a copy to:		JD.com, Inc. 18/F, Building A, No. 18 Kechuang 11th Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, PRC Attention: Wang Shanshan (王珊珊) Email: wangshanshan20@jd.com

EX-99.2 3 ea130749ex99-2_caissa.htm AMENDMENT TO SHARE PURCHASE AGREEMENT, DATED NOVEMBER 18, 2020, BETWEEN JD.COM E-COMMERCE (INVESTMENT) HONG KONG CORPORATION LIMITED, JD.COM INVESTMENT LIMITED AND HOPEFUL TOURISM LIMITED

Exhibit 99.2

AMENDMENT TO SHARE PURCHASE AGREEMENT

THIS AMENDMENT TO SHARE PURCHASE AGREEMENT is made as of November 18, 2020 (this “Amendment”), by and between Hopeful Tourism Limited, a company incorporated under the laws of Hong Kong (“Purchaser”), on the one hand, and JD.com E-commerce (Investment) Hong Kong Corporation Limited, a company incorporated under the laws of Hong Kong, and JD.com Investment Limited, a company incorporated under the laws of the British Virgin Islands (together with JD.com E-commerce (Investment) Hong Kong Corporation Limited, “Sellers”), on the other hand. Sellers and Purchaser are referred to herein as the “Parties”. Capitalized terms used in this Amendment otherwise not expressly defined herein, shall have the meanings ascribed to them in the Agreement, as defined below.

WITNESSETH:

WHEREAS, Sellers and 凯撒世嘉旅游文化发展集团股份有限公司 (Caissa Sega Tourism Culture Development Group Co., Ltd, “Caissa Sega”) signed certain Share Purchase Agreement (the “Agreement”) dated June 19, 2020, and Caissa Sega issued a notice to the Sellers on November 13, 2020 to assign all its rights and obligations under the Agreement to Hopeful Tourism Limited according to Section 8.8 of the Agreement;

WHEREAS, according to the Agreement, Sellers are selling to Purchaser, and Purchaser is buying from Sellers, the Subject Shares upon the terms and subject to the conditions set forth in the Agreement; and

WHEREAS, the Parties desire to amend the Agreement as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Section 2.2. Closing Date and Transfer Date. Section 2.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

“Section 2.2 Closing Date and Transfer Date.

(a) The Parties hereby acknowledge and confirm that all the conditions set forth in Article V have been satisfied or waived as of the date hereof (other than those conditions that by their nature are to be satisfied at the Closing), and the Sellers shall give the Purchaser a notice (the “Transfer Notice”), which shall specify the date of Closing (the “Closing Date”). The sale and purchase of all Subject Shares as contemplated by this Agreement (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures by email on the Closing Date.

(b) On a date within one hundred and eighty (180) days after the Closing Date (the “Transfer Date”), the Purchaser shall deliver or cause to be delivered to the Sellers an amount in cash equal to the Purchase Price (among which RMB72,905,914 shall be paid to JD Hong Kong and RMB384,701,714 shall be paid to JD BVI), by wire transfer in immediately available funds to a bank account designated by the relevant Seller in writing (each a “Seller’s Account”). Promptly after the initiation of such wire transfer pursuant to this Section 2.2(b), the Purchaser shall deliver via email to the relevant Seller reasonable evidence of such wire transfer. Upon receipt of the applicable Purchase Price in the Seller’s Account, the relevant Seller shall promptly (and in any event within the same Business Day) provide the Purchaser with a written confirmation via email of such receipt.”

2. Governing Law. This Amendment and any dispute, controversy or claim arising out of or in connection with it or its subject matter shall be governed by, and construed in accordance with, the Laws of the State of New York (without regard to its conflicts of laws rules that would mandate the application of the Laws of another jurisdiction).

3. Entire Agreement. This Amendment, together with the Agreement, all exhibits and schedules thereto and all other documents and instruments delivered in connection therewith, constitute the entire agreement between the Parties and supersedes any prior understandings, agreements or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof.

4. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

5. Captions. All captions contained in this Amendment are for convenience of reference only, do not form a part of this Amendment and shall not affect in any way the meaning or interpretation of this Amendment.

6. Conflicts. Except as expressly modified by this Amendment, each and every term and condition set forth in the Agreement, and each party’s rights and obligations there under, shall remain in full force and effect in accordance with its terms. In the event of any discrepancy between the provisions of this Amendment and any provision of the Agreement, then the provisions of this Amendment shall control.

[Signature pages to follow.]

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed on its behalf by its representative thereunto duly authorized, as of the day and year first above written.

	SELLERS:

	JD.COM E-COMMERCE (INVESTMENT) HONG
	KONG CORPORATION LIMITED

	By:	/s/ Wang Nani
	Name:	WANG Nani
	Title:	Director

	JD.COM INVESTMENT LIMITED

	By:	/s/ Wang Nani
	Name:	WANG Nani
	Title:	Director

	PURCHASER:

	Hopeful Tourism Limited

	By:	/s/ Wang Ruozhu
	Name:	WANG Ruozhu
	Title:	Director

[Signature Page to Amendment to Share Purchase Agreement]

EX-99.3 4 ea130749ex99-3_caissa.htm JOINT FILING AGREEMENT, DATED NOVEMBER 30, 2020, BY AND BETWEEN FABULOUS JADE GLOBAL LIMITED, HOPEFUL TOURISM LIMITED, CAISSA SEGA TOURISM CULTURE INVESTMENT LIMITED, CAISSA SEGA TOURISM CULTURE DEVELOPMENT GROUP CO., LTD., OPW INVESTMENT CO., LTD.

Exhibit 99.3

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A ordinary shares, par value of $0.0001 per share, of Tuniu Corporation, dated as of November 30, 2020 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: November 30, 2020

	Fabulous Jade Global Limited

	By:	/s/ Ruozhu Wang
	Name:	Ruozhu Wang
	Title:	Director

	Hopeful Tourism Limited

	By:	/s/ Ruozhu Wang
	Name:	Ruozhu Wang
	Title:	Director

	Caissa Sega Tourism Culture Investment Limited

	By:	/s/ Ruozhu Wang
	Name:	Ruozhu Wang
	Title:	Director

	Caissa Sega Tourism Culture Development Group Co., Ltd.

	By:	/s/ Xiaobing Chen
	Name:	Xiaobing Chen
	Title:	Chairman of the Board


	OPW Investment Co., Ltd.

	By:	/s/ Xiaobing Chen
	Name:	Xiaobing Chen
	Title:	Executive Director

	By:	/s/ Xiaobing Chen
		Xiaobing Chen

EX-99.4 5 ea130749ex99-4_caissa.htm INVESTOR RIGHTS AGREEMENT, DATED MAY 22, 2015, BETWEEN TUNIU CORPORATION AND FABULOUS JADE GLOBAL LIMITED

Exhibit 99.4

Execution Version

INVESTOR RIGHTS AGREEMENT

dated as of May 22, 2015

between

TUNIU CORPORATION

and

FABULOUS JADE GLOBAL LIMITED

TABLE OF CONTENTS

ARTICLE 1
DEFINITIONS

Section 1.01 .	Definitions	1
Section 1.02 .	Other Definitional and Interpretative Provisions	4

	ARTICLE 2
	CORPORATE GOVERNANCE

Section 2.01 .	Board Representation	4
Section 2.02 .	Expenses and Indemnification	5
Section 2.03 .	Serve on Board Committees	5
Section 2.04 .	No Inconsistent Amendments	6
Section 2.05 .	Actions Requiring Consent	6

	ARTICLE 3
	REGISTRATION RIGHTS

Section 3.01 .	Registration Rights	6

	ARTICLE 4
	CERTAIN COVENANTS AND AGREEMENTS

Section 4.01 .	Conflicting Agreements	7
Section 4.02 .	Depositary Arrangement	7

	ARTICLE 5
	MISCELLANEOUS

Section 5.01 .	Binding Effect; Assignability; Benefit	7
Section 5.02 .	Notices	7
Section 5.03 .	Severability	8
Section 5.04 .	Entire Agreement	8
Section 5.05 .	Counterparts	8
Section 5.06 .	Descriptive Headings	9
Section 5.07 .	Amendment; Termination	9
Section 5.08 .	Governing Law	9
Section 5.09 .	Arbitration	9
Section 5.10 .	Further Assurances	9

Schedules

Schedule 1	Registration Rights

INVESTOR RIGHTS AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2015 (the “Effective Date”), by and between Tuniu Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”) and Fabulous Jade Global Limited, a company incorporated under the laws of the British Virgin Islands (“JD” or the “Investor”).

WITNESSETH

WHEREAS, pursuant to a subscription agreement, dated as of May 8, 2015 (the “Subscription Agreement”), between the Company and the Investor, the Investor has agreed to acquire certain Company Securities (as defined below); and

WHEREAS, in connection with the consummation of the transactions contemplated by the Subscription Agreement, the parties hereto desire to enter into this Agreement to govern certain of their rights, duties and obligations after consummation of the transactions contemplated by the Subscription Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE 1
DEFINITIONS

Section 1.01. Definitions.

(a) As used in this Agreement, the following terms have the following meanings:

“ADSs” means the American depositary shares of the Company, each one of which represents three (3) Class A ordinary shares of the Company.

“Adverse Person” means such Persons to be mutually agreed and designated in writing by JD and the Company from time to time, and including such Persons’ Affiliates.

“Affiliate” means, with respect to any Person, means (i) in the case of a Person other than a natural person, any other Person that directly or indirectly Controls, is Controlled by or is under common Control with such first Person, and (ii) in the case of a natural person, any other Person that is directly or indirectly Controlled by such first Person or is a Relative of such first Person; provided that the Company and its Subsidiaries shall be deemed not to be Affiliates of any Investor.

“Applicable Law” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Board” means the board of directors of the Company.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, Hong Kong or the PRC are authorized or required by Applicable Law to close.

“Change of Control” means the occurrence of (i) the consummation of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any Person or group becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares of the Company’s Company Securities or voting rights; (ii) the consummation of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other business combination), the result of which is that any Person or group acquires the power to appoint and/or remove all or the majority of the members the Board, in each case whether obtained directly or indirectly, and whether obtained by ownership of capital, the possession of voting rights, contract or otherwise; (iii) any sale or disposition by the Company or its Subsidiaries, directly or indirectly, of all or substantially all of its assets; or (iv) an exclusive licensing of all or substantially all of the intellectual property of the Company or its Subsidiaries to any third party.

“Company Securities” means (i) Ordinary Shares, (ii) securities convertible into or exchangeable for Ordinary Shares, (iii) any options, warrants or other rights to acquire Ordinary Shares and (iv) any depository receipts or similar instruments issued in respect of Ordinary Shares.

“Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlling” and “Controlled” have correlative meanings.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and any rules and regulations promulgated thereunder.

On a “fully diluted basis” in this Agreement shall mean, for the purpose of calculating share numbers and percentages, that the calculation is to be made assuming that all outstanding options, warrants and other securities convertible into or exercisable or exchangeable for ordinary shares of the Company (whether or not by their terms then currently convertible, exercisable or exchangeable), have been so converted, exercised or exchanged, including the shares to be issued upon the exercise of options or vesting of restricted shares or restricted share units under the Company’s employee share incentive plans and similar plans or schemes.

“Governmental Authority” means any international, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC.

“Memorandum and Articles” means the Memorandum and Articles of Association of the Company in effect from time to time.

“Ordinary Shares” means class A and class B ordinary shares of the Company, with par value being US$0.0001 per share, and any other security into which such Ordinary Shares may hereafter be converted or changed.

“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Government Entity.

“PRC” means the People’s Republic of China, but, for the purposes of this Agreement, shall not include Hong Kong, the Macau Special Administrative Region or Taiwan.

“Relative” of a natural person means any spouse, parent, child, or sibling of such person.

“Securities” means any shares, stocks, debentures, funds, bonds, notes or any rights, warrants, options or interests in respect of any of the foregoing or any other derivatives or instruments having similar economic effect.

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shareholder” means at any time, any Person who is a record holder of Company Securities.

“Subsidiary” of any Person means any corporation, partnership, limited liability company, or other organization, whether incorporated or unincorporated, which is Controlled by such Person. For the avoidance of the doubt, the Subsidiaries of a Person shall include any variable interest entity over which such Person or any of its Subsidiaries effects control pursuant to contractual arrangement and which is consolidated with such Person in accordance with the generally acceptable accounting principles applicable to such Person.

“U.S.” means the United States of America.

(b) Each of the following terms is defined in the Section set forth opposite such term:

Term		Section
“Agreement”		Preamble
“Cause”		2.01(c)
“Company”		Preamble
“Effective Date”		Preamble
“e-mail”		5.02
“HKIAC”		5.09
“Investor”		Preamble
“JD”		Preamble
“JD Director”		2.01(a)
“JD Observer”		2.03
“PDF”		5.05
“Rules”		5.09
“Subscription Agreement”		Preamble

Section 1.02. Other Definitional and Interpretative Provisions.

The words “hereof,” “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof. References to Articles, Sections, Clauses, Annexes, Exhibits and Schedules are to Articles, Sections, Clauses, Exhibits and Schedules of this Agreement unless otherwise specified. All Annexes, Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form. References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law. References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder. References to “dollars” or “$” shall refer to U.S. dollars. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

ARTICLE 2
CORPORATE GOVERNANCE

Section 2.01. Board Representation.

(a) For as long as JD, together with its Affiliates, holds (i) no less than 80% of the Class A ordinary shares they held immediately after the Closing (as defined under the Subscription Agreement) or (ii) no less than 15% of the then issued and outstanding share capital of the Company, on a fully diluted basis, JD shall be entitled to designate one (1) director to the Board (such director, or such other individual who may be designated by JD from time to time, the “JD Director”), and the Company shall promptly arrange for the appointment or election of such JD Director to the Board, including convening a meeting of the Board or obtaining unanimous signed Board resolutions pursuant to the Memorandum and Articles and appointing such JD Director to the Board, and in the case of an election, (i) nominating such individual to be elected as a director as provided herein, (ii) recommending to the Shareholders the election of such JD Director to the Board in any meeting of Shareholders to elect directors, including soliciting proxies in favor of the election of the JD Director, (iii) including such nomination and recommendation regarding such individual in the Company’s notice for any meeting of Shareholders to elect directors, and (iv) if necessary, expanding the size of the Board in order to appoint the JD Director; provided, however, that the JD Director candidate shall be subject to the approval of the Board, which approval shall not be unreasonably withheld.

(b) In the event of the death, disability, retirement or resignation of the JD Director (or any other vacancy created by removal thereof), JD shall have the exclusive right to designate a replacement to fill such vacancy and serve on the Board, and the Company shall promptly arrange for the appointment or election of such individual to the Board (who shall, following such appointment or election, be the JD Director for purposes of this Agreement); provided, however, that the JD Director candidate thus designated shall be subject to the approval of the Board, which approval shall not be unreasonably withheld.

(c) At any meeting of the Board or any annual general or other meeting of the Shareholders that may be held from time to time at which the JD Director is up for re-appointment or re-election to the Board, the Company shall re-appoint the JD Director to serve on the Board and shall use best efforts to ensure that the JD Director is re-elected by the Shareholders to serve on the Board pursuant to the terms of the Memorandum and Articles and any Applicable Law. The Company agrees that it shall not take any action, in favor of the removal of the JD Director unless such removal shall be for Cause. Removal for “Cause” shall mean removal of a director because of such director’s (i) willful misconduct that is materially injurious, monetarily or otherwise, to the Company or any of its Subsidiaries, (ii) conviction for, or guilty plea to, a felony or a crime involving moral turpitude, or (iii) abuse of illegal drugs or other controlled substances or habitual intoxication.

Section 2.02. Expenses and Indemnification.

The JD Director shall be entitled to the same rights, capacities, entitlements, compensation, if any, indemnification and insurance in connection with his or her role as a director as other members of the Board, and shall be entitled to reimbursement for all documented, out-of-pocket expenses properly incurred in connection with the performance of his or her services as a director of the Company, including without limitation out-of-pocket expenses incurred in attending meetings of the Board or any committees thereof, to the same extent as other members of the Board. The Company shall, upon the appointment of the JD Director, enter into indemnification agreement in the same form as applicable to other members of the Board with the JD Director. In addition, the JD Director shall be entitled to coverage under the Company’s directors’ and officers’ liability insurance effective upon his or her appointment to the Board, with the same coverage as, and containing terms and conditions no less favorable than, those available to the other members of the Board. The JD Director shall also execute and deliver, if requested by the Company, a director agreement and any other standard agreements required to be signed by directors of the Company, in each case, substantially in the same form as applicable to other members of the Board.

Section 2.03. Serve on Board Committees.

The JD Director shall be entitled to be nominated and appointed by the Board to serve on the compensation committee and the nominating and corporate governance committee of the Board; provided, however, that notwithstanding the foregoing, the JD Director shall not be entitled to be so nominated to serve on any committee of the Board if, as determined in good faith by a majority of the Board (based upon the advice of outside legal counsel), such service on the committee would violate any Applicable Law or result in the Company not to be in full compliance with the applicable stock exchange requirements without seeking exemptions. If at any time JD Director is not a member of any committee of the Board, JD Director shall have the right, as a non-voting observer to any such committee of the Board (acting in such capacity, the “JD Observer”), to attend all meetings of and observe all deliberations of any such committees, provided that such JD Observer shall have no voting rights with respect to actions taken or elected not to be taken by any such committees; provided, further, the chairman of such committee of the Board may, at his or her discretion, exclude JD Observer from certain meetings of such committee if such chairman believes in good faith that excluding JD Observer from such meetings is appropriate or necessary.

Section 2.04. No Inconsistent Amendments.

For so long as JD has the right to designate a JD Director and except as otherwise required by Applicable Law, the Company shall not amend its Memorandum and Articles in any manner (or take any similar action) that would adversely affect in any material respect JD’s rights under this Article 2 or the Company’s ability to comply with its obligations under this Article 2.

Section 2.05. Actions Requiring Consent.

For as long as JD has the right to designate a JD Director, without the prior written approval of JD, to the extent permitted by Applicable Law, the Company shall not take, and shall cause each of its Subsidiaries not to take, any action (including any action by its board of directors or any committee thereof or any action by the Company or its Subsidiary at a meeting of their shareholders or otherwise) with respect to any of the following matters:

(a) any Change of Control with, involving or to any Adverse Person;

(b) any issuance of Company Securities or any equity securities (including any securities convertible into or exchangeable for equity securities, any options, warrants or other rights to acquire equity securities, and any depository receipts or similar instruments issued in respect of equity securities) by a Subsidiary of the Company to any Adverse Person, except for (x) any issuances of Company Securities to the public in the open market or (y) any issuance of Company Securities as consideration in one or more mergers or acquisitions by the Company and/or any of its Subsidiaries, provided that the total Company Securities thus issued shall not exceed 3% of the then outstanding share capital of the Company; or

ARTICLE 3
REGISTRATION RIGHTS

Section 3.01. Registration Rights.

The Investor shall have the rights, and the Company shall have the obligations, set forth in Schedule 1 hereto.

ARTICLE 4
CERTAIN COVENANTS AND AGREEMENTS

Section 4.01. Conflicting Agreements.

The Company agrees that it shall not enter into any agreement or arrangement of any kind with any Person with respect to any Company Securities for the purpose or with the effect of denying or reducing the rights of the Investor under this Agreement without the Investor’s prior written consent.

Section 4.02. Depositary Arrangement

The Company shall use its commercially reasonable efforts to facilitate and consent to the deposit of any or all of the Ordinary Shares held by the Investor (as may be requested by the Investor) with the depositary for the issuance of ADSs in accordance with the Deposit Agreement among the Company, JPMorgan Chase Bank, N.A. as depositary and all holders and beneficial owners of American depositary shares issued thereunder (as may be amended or replaced from time to time); provided that the Investor shall be solely responsible for any fees incurred in relation to such deposit and issuance except as otherwise agreed to by the parties hereto.

ARTICLE 5
MISCELLANEOUS

Section 5.01. Binding Effect; Assignability; Benefit.

(a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, successors, legal representatives and permitted assigns.

(b) Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party without the prior written consent of the other party hereto; provided that except as otherwise specified herein, the Investor may assign any right, remedy, obligation or liability arising under this Agreement or by reason hereof to any of its Affiliates that executes and delivers to each party hereto a joinder agreement pursuant to which such Affiliate shall become a party to this Agreement.

(c) Nothing in this Agreement, expressed or implied, is intended to confer on any Person other than the parties hereto, and their respective heirs, successors, legal representatives and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 5.02. Notices.

All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission and electronic mail (“e-mail”) transmission, so long as a receipt of such e-mail is requested and received) and shall be given,

if to the Company, to:

Tuniu Corporation

Tuniu Building, No. 699-32

Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210042

People’s Republic of China

Attn: Chief Financial Officer

if to JD, to

10th Floor, Building A, North Star Century Center

8 Beichen West Street, Chaoyang District

Beijing 100101, P.R. China

or such other address or facsimile number as the parties may hereafter specify by notice to the other party hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

Section 5.03. Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

Section 5.04. Entire Agreement.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Agreement.

Section 5.05. Counterparts.

This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures in the form of facsimile or electronically imaged “PDF” shall be deemed to be original signatures for all purposes hereunder.

Section 5.06. Descriptive Headings.

The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

Section 5.07. Amendment; Termination.

(a) The provisions of this Agreement may be amended or modified only upon the prior written consent of all parties hereto. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.

(b) This Agreement shall terminate and be of no further force and effect upon the Investor and its Affiliates ceasing to own any Company Securities; provided that the provisions of this Article shall survive any termination of this Agreement.

Section 5.08. Governing Law.

This Agreement, the rights and obligations of the parties hereto, and all claims or disputes relating hereto, shall be governed by and construed in accordance with the New York laws, without regard to the conflicts of law rules thereunder.

Section 5.09. Arbitration.

Any dispute, controversy or claim arising out of or relating to this Agreement, including, but not limited to, any question regarding the breach, termination or invalidity thereof shall be finally resolved by arbitration in Hong Kong in accordance with the administered rules (the “Rules”) of the Hong Kong International Arbitration Centre (the “HKIAC”) in force at the time of commencement of the arbitration, which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be three and shall be selected in accordance with the Rules. All selections shall be made within thirty (30) days after the selecting party gives or receives, as the case may be, the demand for arbitration. The seat of the arbitration shall be in Hong Kong and the language to be used shall be English. Any arbitration award shall be (i) in writing and shall contain the reasons for the decision, (ii) final and binding on the parties hereto, and (iii) enforceable in any court of competent jurisdiction, and the parties hereto agree to be bound thereby and to act accordingly.

Section 5.10. Further Assurances.

From time to time following the date hereof, the parties hereto shall execute and deliver such other instruments of assignment, transfer and delivery and shall take such other actions as any other party hereto reasonably may request in order to consummate, complete and carry out the transactions contemplated by this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

TUNIU CORPORATION


By:	/s/ Dunde YU
	Name:	Dunde YU
	Title:	CEO

[Signature Page to Investor Rights Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

FABULOUS JADE GLOBAL LIMITED


By:	/s/ Qiangdong LIU
	Name:	Qiangdong LIU
	Title:

[Signature Page to Investor Rights Agreement]

SCHEDULE 1

Registration Rights

1. Definitions. For the purpose of this Schedule 1:

(a) The term “Form S-3” and “Form F-3” means such respective forms under the Securities Act as in effect on the date hereof or any successor form under the Securities Act that permits significant incorporation by reference of the Company’s subsequent public filings under the Exchange Act;

(b)The term “Existing Holder” has the same meaning as the term “Holder” in the Existing Investors’ Rights Agreement;

(c) The term “Existing Holders’ Registrable Securities” shall have the meaning ascribed to the “Registrable Securities” under the Existing Investors’ Rights Agreement;

(d) The term “Existing Investors’ Rights Agreement” means the Third Amended and Restated Investors’ Rights Agreement dated as of August 28, 2013 by and among the Company and other parties named therein;

(e) The term “Holder” means the Investor, any of its Affiliates or any assignee thereof in accordance with Section 12 of this Schedule 1;

(f) The term “Hony Holder” means Unicorn Riches Limited, any of its Affiliates or any assignee thereof in accordance with the terms of the Hony Registration Rights Agreement;

(g) The term “Hony Registration Rights Agreement” means the Registration Rights Agreement dated as of May 22, 2015 by and among the Company and Unicorn Riches Limited;

(h) The term “Hony Holders’ Registrable Securities” shall have the meaning ascribed to the “Registrable Securities” under the Hony Registration Rights Agreement;

(i) The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document;

(j) The term “Registrable Securities” means (i) all of the Ordinary Shares owned by the Investor and its Affiliates (including any Ordinary Shares hereafter acquired by the Investor or its Affiliates, other than shares for which registration rights have terminated pursuant to Section 15 of this Schedule 1, and (ii) any other Ordinary Shares of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in clauses (i) and (ii); provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which his or her rights under this Schedule 1 are not assigned. Notwithstanding the foregoing, Ordinary Shares or other securities shall only be treated as Registrable Securities if and so long as (A) they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (B) they have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale, or (C) the Holder thereof is entitled to exercise any right provided in this Schedule 1 in accordance with Section 15 below;

(k) The number of shares of “Registrable Securities then outstanding” shall mean the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding or would be outstanding assuming full conversion of all securities, warrants or other rights which are, directly or indirectly, convertible, exercisable or exchangeable into or for Registrable Securities; and

(l) The term “SEC” means the United States Securities and Exchange Commission.

(m) Terms not otherwise defined under this Schedule 1 shall have the meanings given under the main text of the Agreement.

2. Request for Registration.

(a) If the Company shall receive at any time a written request from the Holders (the “Initiating Holders”) of at least thirty percent (30%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least $7,500,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such requests to all Holders, Hony Holders and Existing Holders and shall, subject to the limitations of subsection 2.(b), use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering all Registrable Securities, Hony Holders’ Registrable Securities and Existing Holders’ Registrable Securities which the Initiating Holders (together with the other Holders, Hony Holders and Existing Holders who so request) request to be registered within twenty (20) days of the mailing of such notice by the Company.

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in subsection 2.(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder, Hony Holder and Existing Holder to include its Registrable Securities, Hony Holders’ Registrable Securities or Existing Holders’ Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities, Hony Holders’ Registrable Securities and Existing Holders’ Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holder) to the extent provided herein. All Holders, Hony Holders and Existing Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 5.(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the Holders, Hony Holders and Existing Holders of at least a majority of the voting power of all Registrable Securities, Hony Holders’ Registrable Securities and Existing Holders’ Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Registrable Securities, Hony Holders’ Registrable Securities or Existing Holders’ Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities, Hony Holders’ Registrable Securities or Existing Holder’s Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders, Hony Holders and Existing Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities, Hony Holders’ Registrable Securities and Existing Holder’s Registrable Securities of the Company owned by each participating Holder, Hony Holder and Existing Holder; provided, however, that the number of shares of Registrable Securities, Hony Holders’ Registrable Securities and Existing Holders’ Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2. If any Holder, Hony Holder or Existing Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities, Hony Holders’ Registrable Securities or Existing Holder’s Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Holder, Hony Holder or Existing Holder to the nearest one hundred (100) shares.

(c) Notwithstanding the foregoing, if the Company shall furnish to Initiating Holders requesting a registration statement pursuant to this Section 2, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120) day period, the Company shall not file any registration statement pertaining to the public offering of any securities of the Company.

(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2:

(i) After the Company has effected three (3) registrations pursuant to this Section 2 and such registrations have been declared or ordered effective;

(ii) During the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 3 of this Schedule 1; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 3 of this Schedule 1;

(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 or Form F-3 pursuant to a request made pursuant to Section 4 below; or

(iv) If such registration may be declared effective within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 1.2 of the Existing Investors’ Rights Agreement (the “Existing Registration”), pursuant to the demand registration rights of the Existing Holders, provided that the Existing Registration had provided the Holders with an opportunity to participate pursuant to the provisions of Section 3 of this Schedule 1.

3. Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders, such as the Hony Holders or the Existing Holders) any of its shares under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder, Hony Holder and Existing Holder written notice of such registration. Upon the written request of each Holder given within twenty (20) days after mailing of such notice by the Company in accordance with the Agreement, the Company shall, subject to the provisions of Section 8, use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Holder has requested to be registered. Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. If a Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.

4. Form S-3 or F-3 Registration. The Company shall use its best efforts to qualify for registration on Form F-3 or Form S-3. In case the Company shall receive from any Holder or Holders of not less than thirty percent (30%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form S-3 or Form F-3 or any comparable or successor form and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company shall:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

(b) use its best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 4: (i) if Form S-3 or Form F-3 is not available for such offering by the Holders; (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (after the deduction of any underwriters’ discounts or commissions) of less than US$2,000,000; (iii) if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 or Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 or Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the Holder or Holders under this Section 4; provided, however, that the Company shall not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120) day period, the Company shall not file any registration statement pertaining to the public offering of any securities of the Company; (iv) if, within the 12-month period preceding the date of such request, the Company has already effected two (2) registrations on Form S-3 or Form F-3 for the Holders pursuant to this Section 4; or (v) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 3; provided that the Holders are entitled to join such registration in accordance with Section 3 of this Schedule 1.

(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 4 shall not be counted as demands for registration or registrations effected pursuant to Sections 2 or 3, respectively. Subject to the Section 4(b), there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 4.

5. Obligations of the Company. Whenever required under this Schedule 1 to effect the registration of any Registrable Securities, Hony Holders’ Registrable Securities and Existing Holders’ Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities, Hony Holders’ Registrable Securities and Existing Holders’ Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the holders (including Holders, Hony Holders and Existing Holders) of a majority of the Registrable Securities, Hony Holders’ Registrable Securities and Existing Holders’ Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred eighty (180) days or until the distribution described in such registration statement is completed, if earlier. In the case of any registration of Registrable Securities on Form S-3 or Form F-3 which are intended to be offered on a continuous or delayed basis, such one hundred eighty (180) day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, provided that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (i) includes any prospectus required by Section 10(a)(3) of the Securities Act or (ii) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the incorporation by reference of information required to be included in (i) and (ii) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement.

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for up to one hundred eighty (180) days or until the distribution described in such registration statement is completed, if earlier.

(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, or if in the opinion of counsel for the Company it is necessary to supplement or amend such prospectus to comply with law, and at the request of any such Holder promptly prepare and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made or such prospectus, as supplemented or amended, shall comply with law.

(g) Cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities issued by the Company are then listed.

(h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(i) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Schedule 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Schedule 1, if such securities are being sold through underwriters, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters.

(j) To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time any request for registration is submitted to the Company in accordance with Section 4, (i) if so requested, file an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “automatic shelf registration statement”) to effect such registration, and (ii) remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective in accordance with this Agreement.

(k) If at any time when the Company is required to re-evaluate its WKSI status for purposes of an automatic shelf registration statement used to effect a request for registration in accordance with Section 4 (i) the Company determines that it is not a WKSI, (ii) the registration statement is required to be kept effective in accordance with this Agreement, and (iii) the registration rights of the applicable Holders have not terminated, promptly amend the registration statement onto a form the Company is then eligible to use or file a new registration statement on such form, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement.

(l) If (i) a registration made pursuant to a shelf registration statement is required to be kept effective in accordance with this Schedule 1 after the third anniversary of the initial effective date of the shelf registration statement and (ii) the registration rights of the applicable Holders have not terminated, file a new registration statement with respect to any unsold Registrable Securities subject to the original request for registration prior to the end of the three year period after the initial effective date of the shelf registration statement, and keep such registration statement effective in accordance with the requirements otherwise applicable under this Agreement.

(m) Otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months, but not more than eighteen (18) months, beginning with the first month after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act.

6. Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Schedule 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities. The Company shall have no obligation with respect to any registration requested pursuant to Section 2 or Section 4 of this Schedule 1 if, as a result of the application of the preceding sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in subsection 2.(a) or subsection 4.(b), whichever is applicable.

7. Expenses of Registration.

(a) Demand Registration. All expenses (other than underwriting discounts and commissions and ADS issuance and stock transfer taxes and fees) incurred in connection with registrations, filings or qualifications pursuant to Section 2 for each Holder (which right may be assigned as provided in Section 12), including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby registered in the withdrawn registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2 (and for the avoidance of doubt, such agreement shall bind all Holders of the Registrable Securities); provided further, however, that if at the time of such withdrawal, the Holders (i) have learned of a material adverse change in the condition, business, or prospects of the Company that was not known to the Holders at the time of their request and (ii) have withdrawn the request with reasonable promptness following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such expenses and shall not forfeit their rights pursuant to Section 2.

(b) Company Registration. All expenses (other than underwriting discounts and commissions and ADS issuance and stock transfer taxes and fees) incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 3 for each Holder, including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

(c) Registration on Form S-3 or Form F-3. All expenses (other than underwriting discounts and commissions and ADS issuance and stock transfer taxes and fees) incurred in connection with a registrations, filings or qualifications pursuant to Section 4 for each Holder, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

8. Underwriting Requirements. In connection with any offering involving an underwriting of the Company’s capital shares, the Company shall not be required under Section 3 to include any of the Holders’, Hony Holders’ or Existing Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters of internationally recognized standing selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, Hony Holders’ Registrable Securities and Existing Holder’s Registrable Securities, proposed to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, Hony Holders’ Registrable Securities and Existing Holder’s Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders) but in no event shall (i) the amount of securities of the selling Existing Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, (ii) any securities held by any other shareholder, including the Holder and Hony Holders, be included if any securities held by any selling Existing Holder are excluded or (iii) any securities held by any shareholders other than the selling Existing Holders, Holders and Hony Holders be included if any securities held by any selling Existing Holder, Holder or Hony Holder are excluded. For the avoidance of doubt, the rights of Holders and Honey Holders to be included in such an offering shall be pari passu with each other. For purposes of the preceding parenthetical concerning apportionment, for any selling shareholder which is an Existing Holder, Holder or Hony Holder and which is a venture capital fund, partnership or corporation, the partners, retired partners, the affiliated venture capital funds and shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling shareholder,” and any pro-rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder,” as defined in this sentence. If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities, Hony Holders’ Registrable Securities or Existing Holders’ Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the registration.

9. Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Schedule 1.

10. Indemnification. In the event any Registrable Securities are included in a registration statement under this Schedule 1:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any underwriter (as such term is defined in the Securities Act) for such Holder and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each such Holder, underwriter or controlling Person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 10.(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Holder, underwriter or controlling Person for any such loss, claim, damage, liability, or action to the extent that it arises solely out of or is based solely upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling Person.

(b) To the extent permitted by law, each selling Holder that has included Registrable Securities in a registration will, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling Person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing Persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any Person intended to be indemnified pursuant to this subsection 10.(b), in connection with investigating or defending any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection 10.(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; provided, that in no event shall any indemnity under this subsection 10.(b) plus any amount under subsection 10.(d) exceed the net proceeds from the offering out of which such Violation arises received by such Holder, except in the case of willful fraud by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 10 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 10, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 10 to the extent the indemnifying party is prejudiced as a result thereof, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 10.

(d) If the indemnification provided for in this Section 10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, that in no event shall any contribution by a Holder under this subsection 10.(d) plus any amount under subsection 10.(b) exceed the net proceeds from the offering received by such Holder, except in the case of willful fraud by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) The obligations of the Company and Holders under this Section 10 shall survive the completion of any offering of Registrable Securities in a registration statement under this Schedule 1, and otherwise.

11 Reports Under the Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form S-3 or Form F-3, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after ninety (90) days after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act;

(b) take such action, including the voluntary registration of its Ordinary Shares under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form S-3 or Form F-3 for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective;

(c) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3 or Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

12. Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Schedule 1 may be assigned (but only with all related obligations) by a Holder to a transferee or assignee (i) of at least 100,000 shares of such securities (as adjusted for share splits, share combinations, share dividends and the like) (or if the transferring Holder owns less than 100,000 shares of such securities, then all Registrable Securities held by the transferring Holder), (ii) that is a subsidiary, Affiliate, parent, partner, limited partner, retired partner, member, retired member and/or shareholder of a Holder, (iii) that is an affiliated fund or entity of the Holder, which means with respect to a limited liability company or a limited liability partnership, a fund or entity managed by the same manager or managing member or general partner or management company or by an entity controlling, controlled by, or under common control with such manager or managing member or general partner or management company (such a fund or entity, an “Affiliated Fund”), (iv) who is a Holder’s child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, cousin, nephew, niece, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (such a relation, a Holder’s “Immediate Family Member”, which term shall include adoptive relationships), or (v) that is a trust for the benefit of an individual Holder or such Holder’s Immediate Family Member, provided the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned; and provided, further, that such assignment shall be effective only if the transferee agrees to be bound by this Agreement and immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Securities Act. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of (x) a partnership who are partners or retired partners of such partnership, or (y) a limited liability company who are members or retired members of such limited liability company (including Immediate Family Members of such partners or members who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership or limited liability company; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Schedule 1.

13. Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under this Schedule 1, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his, her, or its securities will not reduce the amount of the Registrable Securities of the Holders which is included, or (b) to make a demand registration which could result in such registration statement being declared effective within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.

14. Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Schedule 1 after the earlier of (i) such time as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares during a 3-month period without registration or (ii) upon termination of the Agreement, as provided in Section 5.07 of the Agreement.

EX-99.5 6 ea130749ex99-5_caissa.htm SHARE SUBSCRIPTION AGREEMENT, DATED MAY 8, 2015, BETWEEN TUNIU CORPORATION AND FABULOUS JADE GLOBAL LIMITED

Exhibit 99.5

Execution Version

SUBSCRIPTION AGREEMENT

This Subscription Agreement (this “Agreement”) is made as of May 8, 2015 by and among:

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

(2) Fabulous Jade Global Limited, a company organized under the laws of the British Virgin Islands (the “Purchaser”).

The Purchaser 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, upon the terms and conditions of this Agreement and the Transaction Documents (as defined below), the Company desires to issue and sell to the Purchaser, and the Purchaser wishes to purchase from the Company, certain 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);

WHEREAS, pursuant to the terms and conditions of this Agreement, as part of the consideration for the sale and purchase of the Ordinary Shares, the Company and the Purchaser (or its affiliate) each desires to enter into a Business Cooperation Agreement, substantially in the form set forth in Exhibit A attached herein (“BCA”) and an Investor Rights Agreement, substantially in the form set forth in Exhibit B attached herein (“IRA” and, together with this Agreement, the BCA, the exhibits attached hereto and thereto, and all the agreements and other documents otherwise required in connection with implementing the transactions contemplated by any of the foregoing, the “Transaction Documents”);

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, 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), the Purchaser agrees to purchase, and the Company agrees to sell and issue to the Purchaser, that number of shares of Ordinary Shares, 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), for the amount and types of considerations set forth opposite the Purchaser’s name on Schedule I hereto (including, in addition to cash consideration, consideration in the form of business cooperation pursuant to the terms and conditions set forth in the BCA). The shares of Ordinary Shares issued to the Purchaser pursuant to this Agreement shall be referred to herein as the Purchased Shares. Each of the parties acknowledges and agrees that the consideration provided for in this Section 1.1 represents fair consideration and reasonable equivalent value for the issue of the Purchased Shares and the transactions, covenants and agreements set forth in this Agreement, which consideration was agreed upon as the result of arm’s-length good faith negotiations between the parties and their respective representatives.

Section 1.2 Closing.

(a) Closing. Subject to Section 1.3, the closing (the “Closing”) of the sale and purchase of the Purchased Shares pursuant to Section 1.1 shall take place remotely via the electronic exchange of the closing documents and signatures (followed by prompt delivery of the originals therefor) on May 22, 2015 or such other time as the Parties may mutually agree upon. The date and time of the Closing are referred to herein as the “Closing Date.”

(b) Payment and Delivery. At the Closing:

(i) the Purchaser shall (A) pay and deliver, or cause to be paid and delivered, the total cash consideration set forth in Schedule I hereto 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 to the Purchaser at least three business days prior to the Closing; (B) deliver or cause to be delivered to the Company the BCA, duly and validly executed by the Purchaser (or its affiliate), as partial consideration for the Purchaser’s purchase of the Purchased Shares and (C) deliver or cause to be delivered to the Company all Transaction Documents and all documents expressly required under the Transaction Documents to be delivered by the Purchaser at Closing, duly and validly executed, as applicable; and

(ii) the Company shall (A) deliver to the Purchaser the BCA, duly and validly executed by the Company; (B) deliver a duly executed share certificate in original form, registered in the name of the Purchaser, together with a certified true copy of the register of members of the Company, evidencing the Purchased Shares being issued and sold to the Purchaser and a certified true copy of the register of directors of the Company, evidencing the director nominated by the Purchaser being appointed as a director of the board of directors of the Company and (C) deliver or cause to be delivered to the Purchaser all Transaction Documents and all documents required under the Transaction Documents to be delivered by the Company at Closing, duly and validly executed, as applicable.

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 Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is 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 Purchaser in its 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 hereunder and any other transactions contemplated under the Transaction Documents 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 in all material respects on the date of this Agreement and true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect (as defined below), true and correct in all 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 or any other Transaction Document 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 any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement or any other Transaction Document 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 any third party or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement or any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement or any other Transaction Document that are substantial in relation to the Company.

(iv) The Company shall have approved the appointment of a director nominated by the Purchaser to the board of directors of the Company, which shall be effective upon the Closing.

(b) Conditions to Company’s Obligations to Effect the Closing. The obligation of the Company to issue and sell the Purchased Shares to the Purchaser as contemplated by this Agreement is 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 the Purchaser in connection with the purchase of the Purchased Shares hereunder and any other transactions contemplated under the Transaction Documents shall have been completed.

(ii) The representations and warranties of the 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 Purchaser shall have performed and complied in all material 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 or any other Transaction Document 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 any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement or any other Transaction Document 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 any other Transaction Document, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement or any other Transaction Document 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 Purchaser, 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 other Transaction Documents and each agreement, certificate, document and instrument to be executed and delivered by the Company pursuant to this Agreement and other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and other Transaction Documents and the performance by the Company of its obligations hereunder and thereunder have been duly authorized by all requisite actions on its part.

(c) Valid Agreement. The Transaction Documents have all been duly executed and delivered by the Company and constitute the legal, valid and binding obligation of the Company, enforceable against the Company 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. Without limiting the generality of the foregoing, as of the Closing, no approval by the shareholders of the Company is required in connection with this Agreement or other Transaction Agreements, the performance by the Company of its obligations hereunder or thereunder, or the consummation by the Company of the transactions contemplated hereby or thereby, except for those that have been obtained, waived or exempted on or prior to such Closing.

(d) Capitalization.

(i) All outstanding shares of capital stock of the Company and all outstanding shares of capital stock or other securities or ownership interests of each of the Company’s subsidiaries and consolidated affiliates (each a “Subsidiary” and collectively “Subsidiaries”) are duly authorized, validly issued, fully paid and non-assessable and 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, and all such shares or other securities or ownership interests in any Subsidiaries are owned, directly or indirectly, by the Company free and clear of any liens, except with respect to the Company’s consolidated affiliates, over which the Company effects control pursuant to contractual arrangements. “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, as well as the issued and outstanding options and restricted shares of the Company. Except as set forth in the SEC Documents or as otherwise disclosed to the Purchaser or awards granted pursuant to the Company’s share incentive plans disclosed in the SEC Documents filed with or furnished to the SEC before April 30, 2015, the Company has no outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter. All issued and outstanding Class A and Class B ordinary shares of the Company are validly issued, fully paid and non-assessable and are free of preemptive rights, and the American depositary shares of the Company (the “ADSs”) representing the Class A ordinary shares of the Company are duly listed and admitted and authorized for trading on the NASDAQ.

(ii) Except as set forth above in this Section 2.1(d) or in the SEC Documents , there are no outstanding (A) shares of capital stock or voting securities of the Company, (B) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (C) preemptive or other outstanding rights, options, warrants, conversion rights, “phantom” stock rights, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments or rights of any kind that obligate the Company to issue or sell any shares of capital stock or other securities of the Company or any securities or obligations convertible or exchangeable into or exercisable for, or giving any person a right to subscribe for or acquire, any securities of the Company, and no securities or obligations evidencing such rights are authorized, issued or outstanding.

(iii) Except as disclosed in the SEC Documents, there are no registration rights, rights of first offer, rights of first refusal, tag-along rights, director appointment rights, governance rights or other similar rights with respect to the securities of the Company or any Subsidiaries that have been granted to any Person.

(iv) The rights of the Ordinary Shares to be issued to the Purchaser 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 the 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 the Purchaser good and valid title to the Purchased Shares.

(f) Non-contravention. Neither the execution and the delivery of this Agreement or any other Transaction Document, nor the consummation of the transactions contemplated hereby and thereby, 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, 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 any of the Transaction Documents or the right of the Company to enter into this Agreement or any of the Transaction Documents or to consummate the transactions contemplated hereby and thereby.

(g) Consents and Approvals. Neither the execution and delivery by the Company of this Agreement or any other Transaction Document, nor the consummation by the Company of any of the transactions contemplated hereby and thereby, nor the performance by the Company of this Agreement or any other Transaction Document in accordance with their respective 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. The Company, including all controlled entities within the meaning of the rules under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, does not hold any assets located in the U.S. and did not make aggregate sales in or into the U.S. of over US$75.9 million in its most recent fiscal year.

(h) Compliance with Laws. The business of the Company or its Subsidiaries is not being conducted, and has not been conducted at any time during the five years prior to the date hereof, 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 or government order of applicable jurisdictions) except for violations which do not and would not have a Material Adverse Effect. Except as disclosed in the SEC Documents, the Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, orders and approvals (collectively, “Permits”) that are required in order to carry on their business as presently conducted, except where the failure to have such Permits would not have a Material Adverse Effect. Except as disclosed in the SEC Documents, all such Permits are in full force and effect and, to the knowledge of the Company, no suspension or cancellation of any of them is threatened, except where such absence, suspension or cancellation would not have a Material Adverse Effect. As used in this Agreement, “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 under any of the Transaction Documents in accordance with the terms of such documents, (y) changes in generally accepted accounting principles that are generally applicable to comparable companies (to the extent not materially disproportionately affecting the Company or its Subsidiaries), or (z) changes in general economic and market conditions (to the extent not materially disproportionately affecting the Company or its Subsidiaries); or (ii) the ability of the Company to consummate the transactions contemplated by the Transaction Documents and to timely perform its material obligations under the Transaction Documents.

(i) SEC Matters; Financial Statements.

(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, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC Documents”). None of the Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act. As of their respective effective dates (in the case of the SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing or furnishing dates (in the case of all other SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, each of 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, effected or amended (as the case may be), 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.

(ii) The financial statements (including any related notes) contained in the SEC Documents (collectively, the “Company Financial Statements”): (A) complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, (B) were prepared in accordance with the generally accepted accounting principles in the United States (the “U.S. GAAP”) applied on a consistent basis throughout the periods covered thereby and (C) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of operations and cash flows of the Company and its Subsidiaries for the periods covered thereby, except as disclosed therein and as permitted under the Exchange Act.

(iii) The Company’s auditors and the audit committee of the board of directors of the Company have not been advised of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Since December 31, 2014, there has been no change to the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, the Company’s internal control over financial reporting.

(iv) Since December 31, 2014, there has been no material adverse change to the “disclosure controls and procedures” (as defined in Rules 13a-15(e) or 15d-15(e), as applicable, under the Exchange Act) of the Company as disclosed in the SEC Documents.

(v) Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract, agreement, arrangement or undertaking (including any contract, agreement, arrangement or undertaking relating to any transaction or relationship between or among one or more of the Company and/or any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC), where the result, purpose or intended effect of such contract, agreement, arrangement or undertaking is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other SEC Documents.

(vi) No Undisclosed Liabilities. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, neither the Company nor any of its Subsidiaries has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or un-matured, or entered into any transactions, including any acquisition or disposition of any business or asset, other than (A) liabilities or obligations disclosed and provided for in the Company Financial Statements or in the notes thereto, (B) liabilities or obligations that have been incurred by the Company or its Subsidiaries since December 31, 2014 in the ordinary course of business or (C) liabilities or obligations arising under or in connection with the transactions contemplated by this Agreement.

(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 Purchaser 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.

(l) Events Subsequent to Most Recent Fiscal Period. Since December 31, 2014 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, claims, demands, investigations, examinations, indictments, litigations, suits or other criminal, civil or administrative or investigative proceedings by or against the Company or its Subsidiaries or against any officer, director or employee of the Company or any of its Subsidiaries in their capacities as such 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 Purchaser. The Purchaser hereby represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:

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

(b) Authority. The 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 the Purchaser pursuant to this Agreement and other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery by the Purchaser of this Agreement and other Transaction Documents and the performance by the Purchaser of its obligations hereunder and thereunder have been duly authorized by all requisite actions on its part.

(c) Valid Agreement. The Transaction Documents have all been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the 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) Non-contravention. 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 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 the Purchaser 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 Purchaser is a party or by which the Purchaser is bound or to which any of the Purchaser’s assets are subject. There is no action, suit or proceeding, pending or threatened against the Purchaser that questions the validity of this Agreement or other Transaction Documents or the right of the Purchaser to enter into this Agreement or other Transaction Documents or to consummate the transactions contemplated hereby and thereby.

(e) Consents and Approvals. Neither the execution and delivery by the Purchaser of this Agreement or other Transaction Documents, nor the consummation by the Purchaser of any of the transactions contemplated hereby or thereby, nor the performance by the Purchaser of this Agreement or any other Transaction Document 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. The 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. The Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.

(ii) Purchase Entirely for Own Account. The Purchaser is acquiring the Purchased Shares that it is purchasing pursuant to this Agreement 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. The 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. The Purchaser was not identified or contacted through the marketing of the Purchase Shares. The Purchaser did not contact the Company as a result of any general solicitation or directed selling efforts.

(iv) Restricted Securities. The Purchaser acknowledges that the Purchased Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. The 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 Regulation S under the Securities Act or (z) pursuant to an exemption from registration under the Securities Act.

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

(vi) Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The 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. The Purchaser agrees that it 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. The 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. 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.

Section 3.4 FPI Exemption. The Company shall promptly, after the date hereof and reasonably prior to the Closing, take all necessary or desirable actions required to duly and validly rely on the exemption for foreign private issuers (“FPI Exemption”) from applicable rules and regulations of the NASDAQ with respect to corporate governance to rely on “home country practice” in connection with the transactions contemplated hereunder (including an exemption from any NASDAQ rules that would otherwise require seeking shareholder approval in respect of such transactions), including, without limitation, making all necessary notices and filings to or with the NASDAQ and obtaining an adequate opinion of counsel in respect of the home country practice exemption. The Company shall provide to the Purchaser a copy of any material written communication relevant to the FPI Exemption.

ARTICLE IV

INDEMNIFICATION

Section 4.1 Indemnification. The Company and the Purchaser (each an “Indemnifying Party”) shall each indemnify and hold the other Party 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 other Transaction Documents or in any schedule or exhibit hereto or thereto; or (ii) the violation or nonperformance, partial or total, of any covenant or agreement of such Indemnifying Party contained in this Agreement or other Transaction Documents 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. Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay.

(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. Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages), (iii) the Third Party Claim is or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to Section 4.1 or (iv) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to indemnification pursuant to this ARTICLE IV. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 4.2(b), the Indemnifying Party shall conduct such defense in good faith.

(c) If requested by the Indemnifying Party, the Indemnified Party shall, at the sole cost and expense of the Indemnifying Party, cooperate reasonably 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; provided, that no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. 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 and other than with respect to fraud, the Indemnifying Party shall have no liability (for indemnification or otherwise) with respect to any Losses in excess of the Investment Amount as set forth on Schedule I attached hereto.

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 warranties on or prior to such second anniversary, and (ii) the Company’s representations contained in Section 2.1(a), (b), (c), (d), (e), (f) and (g) 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 Purchaser 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 Purchaser without the express written consent of the other Party, except that the Purchaser may assign all or any part of its rights and obligations hereunder to any affiliate of the Purchaser without the consent of the Company, provided that no such assignment shall relieve the 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:

If to the Purchaser, 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 and the other Transaction Documents constitute 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 and the other Transaction Documents.

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 Purchaser 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 and other Transaction Documents or the transactions contemplated hereby and thereby. 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.

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 May 30, 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; provided, that no termination of this Agreement shall relieve any Party hereto of liability for any breach of this Agreement prior to such termination.

Section 5.13 No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, except as expressly provided in this Agreement.

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. Signatures in the form of facsimile or electronically imaged “PDF” shall be deemed to be original signatures for all purposes hereunder.

Section 5.16 Waiver. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy.

[SIGNATURE PAGE FOLLOWS]

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


	FABULOUS JADE GLOBAL LIMITED


	By:	/s/ Qiangdong LIU
	Name:	Qiangdong LIU
	Title:

SCHEDULE I

PURCHASER

Purchaser		Investment Amount		Ordinary Shares to be Purchased(1)		Notice Address
Fabulous Jade Global Limited, a British Virgin Islands company		US$350 million, consisting of (i) $250,000,000 in cash and (ii) $100,000,000 in contribution of certain business resources, as outlined in the Business Cooperation Agreement in Schedule II attached herein		65,625,000 Class A ordinary shares		10th Floor, Building A North Star Century Center 8 Beichen West Street Chaoyang District Beijing 100101, P.R. 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 share capital as of the date of the Agreement (fully diluted)

Class A Ordinary Shares		85,526,210
Class B Ordinary Shares		104,485,144
Outstanding options and restricted shares		24,033,049
Total		214,044,403

Exhibit A

Business Cooperation Agreement

Exhibit B

Investor Rights Agreement

Position with
Fabulous Jade

Present Principal Occupation

Citizenship

Directors:

Ruozhu Wang

General Manager of Investment Department of Caissa Group

P.R. China

Executive Officers: