TOUR [Tuniu] 20-F: (Original Filing)

[* Not for trading, but only in connection with the listing on The NASDAQ Global Market of American depositary shares. None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 82,487,876 Class A] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Tuniu Corporation Company , a company incorporated in the Cayman Islands (the “ (2) the purchasers listed on Schedule I hereto (the “Purchasers,” and each a “Purchaser”). Party, Parties The Purchasers and the Company are sometimes each referred to herein as a “ W I T N E S] [List of Principal Subsidiaries and Consolidated Affiliated Entities Name of Subsidiaries and VIE Place of Percentage of Wholly Owned Subsidiaries of the Company: Tuniu (HK) Limited Hong Kong 100 % Tuniu (Nanjing) Information Technology Co., Ltd. PRC 100 % Beijing Tuniu Technology Co., Ltd. (“Beijing Tuniu”) PRC 100 % Variable Interest Entity (“VIE”) Nanjing Tuniu Technology Co., Ltd. (“Nanjing Tuniu”)] [I, Dunde Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Tuniu Corporation.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [Certification by the Principal Financial Officer I, Conor Chia-hung Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Tuniu Corporation.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 17, 2015 Dunde Yu Chief Executive Officer EX-13.1 6 a15-6056_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 17, 2015 Conor Chia-hung Yang Chief Financial Officer EX-13.2 7 a15-6056_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-198111) of Tuniu Corporation of our report dated April 17, 2015 relating to the financial statements and financial statement schedule , which appears in this Form 20-F . Shanghai , the People’s Republic of China April 17 ,] [Office: +852 2801 6066 Mobile: +852 6621 8994 rthorp@traversthorpalberga.com Tuniu Corporation. Tuniu Building No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 The People’s Republic of China 17 April 2015 Dear Sirs Company SEC Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to Tuniu Corporation, an exempted limited liability company incorporated in] [Consent of Jun He Law Offices April 17, 2015 Tuniu Corporation. Tuniu Building No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 The People’s Republic of China Dear Sirs: We hereby consent to the references to us by Tuniu Corporation under the headings, “Item 3.D. Key Information—Risk Factors” and “Item 4.B. Information on the Company—Business Overview—PRC Regulation” in Tuniu Corporation’s]

By | 2016-03-18T05:41:35+00:00 April 17th, 2015|Categories: Chinese Stocks, SEC Original, TOUR|Tags: , , , , , |0 Comments
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TOUR [Tuniu] 20-F: * Not for trading, but only in connection

[* Not for trading, but only in connection with the listing on The NASDAQ Global Market of American depositary shares. None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 82,487,876 Class A] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Tuniu Corporation Company , a company incorporated in the Cayman Islands (the “ (2) the purchasers listed on Schedule I hereto (the “Purchasers,” and each a “Purchaser”). Party, Parties The Purchasers and the Company are sometimes each referred to herein as a “ W I T N E S] [List of Principal Subsidiaries and Consolidated Affiliated Entities Name of Subsidiaries and VIE Place of Percentage of Wholly Owned Subsidiaries of the Company: Tuniu (HK) Limited Hong Kong 100 % Tuniu (Nanjing) Information Technology Co., Ltd. PRC 100 % Beijing Tuniu Technology Co., Ltd. (“Beijing Tuniu”) PRC 100 % Variable Interest Entity (“VIE”) Nanjing Tuniu Technology Co., Ltd. (“Nanjing Tuniu”)] [I, Dunde Yu, certify that: 1. I have reviewed this annual report on Form 20-F of Tuniu Corporation.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [Certification by the Principal Financial Officer I, Conor Chia-hung Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Tuniu Corporation.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 17, 2015 Dunde Yu Chief Executive Officer EX-13.1 6 a15-6056_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 17, 2015 Conor Chia-hung Yang Chief Financial Officer EX-13.2 7 a15-6056_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-198111) of Tuniu Corporation of our report dated April 17, 2015 relating to the financial statements and financial statement schedule , which appears in this Form 20-F . Shanghai , the People’s Republic of China April 17 ,] [Office: +852 2801 6066 Mobile: +852 6621 8994 rthorp@traversthorpalberga.com Tuniu Corporation. Tuniu Building No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 The People’s Republic of China 17 April 2015 Dear Sirs Company SEC Form 20-F We have acted as legal advisers as to the laws of the Cayman Islands to Tuniu Corporation, an exempted limited liability company incorporated in] [Consent of Jun He Law Offices April 17, 2015 Tuniu Corporation. Tuniu Building No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 The People’s Republic of China Dear Sirs: We hereby consent to the references to us by Tuniu Corporation under the headings, “Item 3.D. Key Information—Risk Factors” and “Item 4.B. Information on the Company—Business Overview—PRC Regulation” in Tuniu Corporation’s]

By | 2016-03-18T05:42:23+00:00 April 17th, 2015|Categories: Chinese Stocks, TOUR, Webplus ver|Tags: , , , , , |0 Comments
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LONG [eLong] 20-F: (Original Filing)

[TABLE OF CONTENTS Page PART I 5 Item 1: Identity of Directors, Senior Management and Advisers 5 Item 2: Offer Statistics and Expected Timetable 5 Item 3: Key Information 5 Item 4: Information on the Company 25 Item 4A: Unresolved Staff Comments 38 Item 5: Operating and Financial Review and Prospects 38 Item 6: Directors, Senior Management and Employees 56] [Execution Copy Share and Debt Transfer Agreement This Share and Debt Transfer Agreement is executed on November 10, 2014 by the following parties. eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Zhen Xie (hereinafter “Party B”) Address: ID No.: Guangfu Cui (hereinafter “Party C”) Residence: ID No.: Ding Haochuan (hereinafter “Party D”) Address: ID No.: Whereas: 1. Party] [Execution Copy Power of Attorney China Company I, Ding Haochuan, a citizen of the People’s Republic of China (“ Authorize the Authorized Party to have full rights and authority to represent me, in my name as holder of 12.5% equity interest, according to law and the company’s articles of incorporation, to exercise any and all shareholder rights, including but not] [Execution Copy Declaration and Undertaking To: eLongNet Information Technology (Beijing) Co., Ltd. (“WFOE”) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, Inc. th 4 Declaration and Undertaking This Ding Haochuan (“Party A”) Residence: No. 19, Dongjing Road, Xuanwu District, Beijing ID No.: Wang Yanping (Spouse) (“Party B”) Residence: No. 19, Dongjing Road, Xuanwu District, Beijing ID Number: Whereas: Party] [Execution Copy Seventh Amended and Restated Loan Agreement The Seventh Amended and Restated Loan Agreement is executed on November 10, 2014 by the following parties: eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Guangfu Cui (hereinafter “Party B”) Residence: ID No.: Ding Haochuan (hereinafter “Party C”) Residence: ID No.: Each party hereto shall be called a “Party” and] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of November 10, 2014 by and between the following parties: Pledgee eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Guangfu Cui Address: No.1, Xiang Hongqi Street, Haidian District, Beijing ID No.:] [Execution Copy Seventh Amended and Restated Business Operations Agreement This Seventh Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on November 10, 2014 (the “Effective Date”) among the following parties: Party A: Address: Legal Representative: Party B: Address: Legal Representative: Party C: Address: ID No.: Party D: Address: ID No.: WHEREAS: (1) Party A is a wholly] [Execution Copy Seventh Amended and Restated Exclusive Purchase Right Agreement Party A: eLong, Inc. Registered Address: Party B (collectively): Guangfu Cui ID No.: Address: Ding Haochuan Address: ID No.: Party C: Beijing eLong Information Technology Co., Ltd. Registered Address: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing) Co., Ltd. Registered Address: Legal Representative: Each party hereto shall be] [Subsidiaries • eLongNet Information Technology (Beijing) Co., Ltd., a PRC company. • eLong Information Technology (Hefei) Co., Ltd., a PRC company. Consolidated Affiliated Entities • Beijing eLong Information Technology Co., Ltd., a PRC company. • Beijing eLong Air Services Co., Ltd., a PRC company. • Beijing eLong International Travel Co., Ltd., a PRC company. • Beijing Asia Media Interactive Advertising] [I, Guangfu Cui, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Philip Yang, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [eLong, Inc. Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the year ended December 31, 2014. Guangfu Cui Chief Executive Officer March 13, 2015] [eLong, Inc. Certification of Principal Financial Officer Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the year ended December 31, 2014. Philip Yang Chief Financial Officer March 13, 2015] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-126381), filed on July 5, 2005, pertaining to the eLong, Inc. Stock Option Plan dated April 18, 2001 and the eLong, Inc. Stock and Annual Incentive Plan dated July 23, 2004; (2) Registration Statement (Form] [Consent of DaHui Lawyers [Letterhead of DaHui Lawyers] March 13, 2015 eLong, Inc. Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100015 People’s Republic of China Dear Sirs: Yours faithfully,]

By | 2016-03-28T09:19:48+00:00 March 13th, 2015|Categories: Chinese Stocks, LONG, SEC Original|Tags: , , , , , |0 Comments
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LONG [eLong] 20-F: TABLE OF CONTENTS Page PART I 5 Item

[TABLE OF CONTENTS Page PART I 5 Item 1: Identity of Directors, Senior Management and Advisers 5 Item 2: Offer Statistics and Expected Timetable 5 Item 3: Key Information 5 Item 4: Information on the Company 25 Item 4A: Unresolved Staff Comments 38 Item 5: Operating and Financial Review and Prospects 38 Item 6: Directors, Senior Management and Employees 56] [Execution Copy Share and Debt Transfer Agreement This Share and Debt Transfer Agreement is executed on November 10, 2014 by the following parties. eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Zhen Xie (hereinafter “Party B”) Address: ID No.: Guangfu Cui (hereinafter “Party C”) Residence: ID No.: Ding Haochuan (hereinafter “Party D”) Address: ID No.: Whereas: 1. Party] [Execution Copy Power of Attorney China Company I, Ding Haochuan, a citizen of the People’s Republic of China (“ Authorize the Authorized Party to have full rights and authority to represent me, in my name as holder of 12.5% equity interest, according to law and the company’s articles of incorporation, to exercise any and all shareholder rights, including but not] [Execution Copy Declaration and Undertaking To: eLongNet Information Technology (Beijing) Co., Ltd. (“WFOE”) No. 10 Middle Jiuxianqiao Road, Chaoyang District, Beijing eLong, Inc. th 4 Declaration and Undertaking This Ding Haochuan (“Party A”) Residence: No. 19, Dongjing Road, Xuanwu District, Beijing ID No.: Wang Yanping (Spouse) (“Party B”) Residence: No. 19, Dongjing Road, Xuanwu District, Beijing ID Number: Whereas: Party] [Execution Copy Seventh Amended and Restated Loan Agreement The Seventh Amended and Restated Loan Agreement is executed on November 10, 2014 by the following parties: eLong, Inc. (hereinafter “Party A”) Legal Address: Cayman, Cayman Islands Guangfu Cui (hereinafter “Party B”) Residence: ID No.: Ding Haochuan (hereinafter “Party C”) Residence: ID No.: Each party hereto shall be called a “Party” and] [Execution Copy Equity Interests Pledge Agreement This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of November 10, 2014 by and between the following parties: Pledgee eLongNet Information Technology (Beijing) Co., Ltd. Address: 10 Jiuxianqiao Road, Chaoyang District, Beijing Legal Representative: Guangfu Cui Pledgor Guangfu Cui Address: No.1, Xiang Hongqi Street, Haidian District, Beijing ID No.:] [Execution Copy Seventh Amended and Restated Business Operations Agreement This Seventh Amended and Restated Business Operations Agreement (the “Agreement”) is entered into on November 10, 2014 (the “Effective Date”) among the following parties: Party A: Address: Legal Representative: Party B: Address: Legal Representative: Party C: Address: ID No.: Party D: Address: ID No.: WHEREAS: (1) Party A is a wholly] [Execution Copy Seventh Amended and Restated Exclusive Purchase Right Agreement Party A: eLong, Inc. Registered Address: Party B (collectively): Guangfu Cui ID No.: Address: Ding Haochuan Address: ID No.: Party C: Beijing eLong Information Technology Co., Ltd. Registered Address: nd , Legal Representative: Party D: eLongNet Information Technology (Beijing) Co., Ltd. Registered Address: Legal Representative: Each party hereto shall be] [Subsidiaries • eLongNet Information Technology (Beijing) Co., Ltd., a PRC company. • eLong Information Technology (Hefei) Co., Ltd., a PRC company. Consolidated Affiliated Entities • Beijing eLong Information Technology Co., Ltd., a PRC company. • Beijing eLong Air Services Co., Ltd., a PRC company. • Beijing eLong International Travel Co., Ltd., a PRC company. • Beijing Asia Media Interactive Advertising] [I, Guangfu Cui, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Philip Yang, certify that: 1. I have reviewed this annual report on Form 20-F of eLong, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [eLong, Inc. Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the year ended December 31, 2014. Guangfu Cui Chief Executive Officer March 13, 2015] [eLong, Inc. Certification of Principal Financial Officer Company Report (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of December 31, 2014 and results of operations of the Company for the year ended December 31, 2014. Philip Yang Chief Financial Officer March 13, 2015] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-126381), filed on July 5, 2005, pertaining to the eLong, Inc. Stock Option Plan dated April 18, 2001 and the eLong, Inc. Stock and Annual Incentive Plan dated July 23, 2004; (2) Registration Statement (Form] [Consent of DaHui Lawyers [Letterhead of DaHui Lawyers] March 13, 2015 eLong, Inc. Block B, Xingke Plaza Building 10 Middle Jiuxianqiao Road Chaoyang District, Beijing 100015 People’s Republic of China Dear Sirs: Yours faithfully,]

By | 2016-03-28T09:21:03+00:00 March 13th, 2015|Categories: Chinese Stocks, LONG, Webplus ver|Tags: , , , , , |0 Comments
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TOUR [Tuniu] 6-K: (Original Filing)

[Tuniu Announces the Acquisitions of Two Travel Agencies Tuniu obtains license to operate Taiwan tours in mainland China NANJING, China, March 9, 2015 — Tuniu Corporation (NASDAQ: TOUR) (“Tuniu” or the “Company”), a leading online leisure travel company in China, today announced the acquisition of majority stakes in each of Zhejiang Zhongshan International Travel Services Co., LTD (“Zhongshan”), a Hangzhou-based] [Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Form 20-F x Form 40-F o o o Tuniu Corporation]

By | 2016-03-18T05:43:25+00:00 March 10th, 2015|Categories: Chinese Stocks, SEC Original, TOUR|Tags: , , , , , |0 Comments
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TOUR [Tuniu] 6-K: Tuniu Announces the Acquisitions of Two Travel Agencies

[Tuniu Announces the Acquisitions of Two Travel Agencies Tuniu obtains license to operate Taiwan tours in mainland China NANJING, China, March 9, 2015 — Tuniu Corporation (NASDAQ: TOUR) (“Tuniu” or the “Company”), a leading online leisure travel company in China, today announced the acquisition of majority stakes in each of Zhejiang Zhongshan International Travel Services Co., LTD (“Zhongshan”), a Hangzhou-based] [Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Form 20-F x Form 40-F o o o Tuniu Corporation]

By | 2016-03-18T05:44:22+00:00 March 10th, 2015|Categories: Chinese Stocks, TOUR, Webplus ver|Tags: , , , , , |0 Comments
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TOUR [Tuniu] 6-K: (Original Filing)

[Tuniu Announces Unaudited Fourth Quarter and Fiscal Year 2014 Financial Results Net revenues in Q4 2014 increased by 90.9% year-over-year Gross margin in Q4 2014 increased 300 basis points year-over-year to 6.6% NANJING, China, March 4, 2015 — Tuniu Corporation (NASDAQ:TOUR) (“Tuniu” or the “Company”), a leading online leisure travel company in China, today announced its unaudited financial results for] [Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Form 20-F x Form 40-F o o o Tuniu Corporation]

By | 2016-03-18T05:45:37+00:00 March 5th, 2015|Categories: Chinese Stocks, SEC Original, TOUR|Tags: , , , , , |0 Comments
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TOUR [Tuniu] SC 13G: JOINT FILING AGREEMENT Dated: February 13, 2015 Gobi

[JOINT FILING AGREEMENT Dated: February 13, 2015 Gobi Fund II, L.P. Gobi Ventures, Inc. Wai Kit Lau] [(1) This CUSIP number applies to the American Depositary Shares of Tuniu Corporation, each representing three Class A ordinary shares. 1 Names of Reporting Persons 2 Check the Appropriate Box if a Member of a Group]

By | 2016-03-18T05:48:24+00:00 February 13th, 2015|Categories: Chinese Stocks, TOUR, Webplus ver|Tags: , , , , , |0 Comments
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TOUR [Tuniu] SC 13G/A: (Original Filing)

[a reporting person 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 or otherwise subject to the liabilities]

By | 2016-03-18T05:49:41+00:00 February 13th, 2015|Categories: Chinese Stocks, SEC Original, TOUR|Tags: , , , , , |0 Comments
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