Amendment: SEC Form SCHEDULE 13D/A filed by Tuniu Corporation
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Transportation Services
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Tuniu Corporation (Name of Issuer) |
Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
89977P106 (CUSIP Number) |
JD.com, Inc. 20th Fl, Build A, No.18 Kechuang 11 St, Yizhuang Eco & Tech Dev Zone, Daxing Dis Beijing, F4, 101000 86 10 8911-8888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/05/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 89977P106 |
| 1 |
Name of reporting person
JD.com, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
78,061,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
The percentage is calculated based on 335,612,696 ordinary shares of the Issuer outstanding as of September 30, 2025, including 17,373,500 Class B ordinary shares outstanding and 318,239,196 Class A ordinary shares outstanding, as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2025. 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.
SCHEDULE 13D
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| CUSIP No. | 89977P106 |
| 1 |
Name of reporting person
JD.com Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(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
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,061,780.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
23.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
The percentage is calculated based on 335,612,696 ordinary shares of the Issuer outstanding as of September 30, 2025, including 17,373,500 Class B ordinary shares outstanding and 318,239,196 Class A ordinary shares outstanding, as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2025. 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.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Tuniu Corporation | |
| (c) | Address of Issuer's Principal Executive Offices:
6, 8-12 Floor, Building 6-A, Juhuiyuan, No. 108 Xuanwudadao, Xuanwu District, Nanjing,
CHINA
, 210023. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on December 27, 2023 (the "Original Schedule 13D"), as amended by an amendment No. 1 on December 6, 2024 (the "Amendment No. 1" and together with the Original Schedule 13D, the "Statement") filed by JD.com, Inc. ("JD") and JD.com Investment Limited ("JD Investment BVI") (individually, each a "Reporting Person" and collectively, "Reporting Persons"), with respect to Class A ordinary shares, par value $0.0001 per share, of Tuniu Corporation, a company organized under the laws of the Cayman Islands (the "Issuer").
Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Statement. Capitalized terms used but not defined in this Amendment No. 2 have the meanings ascribed to them in the Statement. | ||
| Item 2. | Identity and Background | |
| (a) | Schedule A (attached as Exhibit 99.A) is hereby amended and restated in its entirety and Item 2(d)-(e) of the Schedule 13D is hereby restated in its entirety as follows:
(d)-(e) During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the persons listed in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (d) | See Item 2(a) above | |
| (e) | See Item 2(a) above | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended and supplemented by adding the following:
Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2025, the Reporting Persons' shareholding percentage in the Issuer was approximately 23.3%. The Reporting Persons continued to hold 78,061,780 Class A ordinary shares of the Issuer.
Except as described above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Statement is hereby amended and supplemented by the following:
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 1 and the information set forth or incorporated in Items 2, 4, and 6 are hereby incorporated herein by reference in this Item 5.
Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any ordinary shares of the Issuer or has the right to acquire any ordinary shares of the Issuer. | |
| (b) | Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the ordinary shares of the Issuer that they may be deemed to beneficially own. | |
| (c) | Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the ordinary shares of the Issuer during the past 60 days. | |
| (d) | Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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