[PROSPECTUS (Subject to Completion) Issued April 28, 2014 8,000,000 American Depositary Shares Tuniu Corporation REPRESENTING 24,000,000 CLASS A ORDINARY SHARES US$ US$ US$ Tuniu Corporation is offering 7,380,000 American depositary shares, or ADSs, and the selling shareholders are offering 620,000 ADSs. Each ADS represents three Class A ordinary shares, par value US$ Upon completion of this offering, we will have] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 2 (g) Deposited Securities 2 (h) Direct Registration System 2 (i) Holder 2 (j) Securities Act of 1933 2 2 (l) Shares] [Employment Agreement Article 1 Term of employment The Parties agree to use (1) below to determine the term of employment: 1.1 Fixed term of employment: From to , including a probation period from to . The Parties may agree to renew this Agreement upon its expiry. This Agreement shall terminate if one of the Parties does not agree to renew.] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Tuniu Corporation, a company incorporated in the Cayman Islands (the “ (2) Purchaser Party, Parties DCM Hybrid RMB Fund, L.P., a Cayman Islands Exempted Limited Partnership (the “ W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Tuniu Corporation, a company incorporated in the Cayman Islands (the “ (2) Purchaser Party, Parties Qihoo 360 Technology Co. Ltd., an exempted limited liability company incorporated in the Cayman Islands (the “ W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Tuniu Corporation, a company incorporated in the Cayman Islands (the “ (2) Purchaser Party, Parties Ctrip Investment Holding Ltd., an exempted limited liability company incorporated in the Cayman Islands (the “ W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Tuniu Corporation of our report dated March 6, 2014, except for the stock option grant, the adoption of the 2014 Share Incentive Plan, the private placement and the modifications to the Company’s Memorandum and Articles of Association and Series] [TUNIU CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal reporting of]