[CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Proposed (1) offering price Amount of registration fee (2)(3) Class A ordinary shares, par value US$0.0001 per share US$ US$ (1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act. (2) (3) PROSPECTUS (Subject to] [Direct: +852 2801 6066 Cell: +852 6621 8994 E-mail: rthorp@traversthorpalberga.com Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China [ ] 2014 Dear Sirs Tuniu Corporation Company Commission Act Registration Statement Selling Shareholders Shares We have acted as Cayman Islands legal advisers to Tuniu Corporation (the “ 1 Documents Reviewed For the] [KADDEN RPS LATE EAGHER LOM LLP S 300 SOUTH GRAND AVENUE LOS ANGELES, CALIFORNIA 90071-3144 TEL: (213) 687-5000 FAX: (213) 687-5600 www.skadden.com [ ] FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE SYDNEY TOKYO TORONTO VIENNA Tuniu Corporation Tuniu Building, No.] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com [ ], 2014 To: Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Dear Sir or Madam, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement Offering ADSs] [Purchase Option Agreement (2014 Second Amendment) by and between Beijing Tuniu Technology Co., Ltd. as one party and Yu Dunde, Yan Haifeng, Wang Tong, Wang Jiping, Wen Xin, Tan Yongquan and Wang Haifeng collectively as the other party March 19, 2014 Purchase Option Agreement (2014 Second Amendment) Agreement This Purchase Option Agreement (this “ (1) Party A Beijing Tuniu Technology] [Supplemental Agreement to Equity Interest Pledge Agreement Supplemental Agreement th This Supplemental Agreement to Equity Interest Pledge Agreement (this “ (1) Pledgee Beijing Tuniu Technology Co., Ltd., with its registered address at ***, and legal representative being Yu Dunde (“ (2) Yu Dunde, with his domicile at ***, and ID number being ***; (3) Yan Haifeng, with his domicile at] [20/F, China Resources Building 8 Jianguomenbei Avenue Beijing 100005, PRC T: (86-10) 8519-1300 F: (86-10) 8519-1350 junhebj@junhe.com [ ], 2014 To: Tuniu Corporation Tuniu Building, No. 699-32 Xuanwudadao, Xuanwu District Nanjing, Jiangsu Province 210042 People’s Republic of China Re: PRC Legal Opinion on Certain PRC Law Matters PRC We are lawyers qualified in the People’s Republic of China (the “]