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Tuniu Corp

Tuniu CorpTOUR财报

Nasdaq · 可选消费 · 运输服务

Tuniu Corporation is a Chinese online travel agency. The company was listed on the Nasdaq Stock Exchange on May 9, 2014. Its headquarters are located in Nanjing, with offices in Shanghai and Beijing.

What changed in Tuniu Corp's 20-F — 2024 vs 2025

Top changes in Tuniu Corp's 2025 20-F

385 paragraphs added · 412 removed · 317 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

140 edited+35 added−34 removed496 unchanged
Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
If Nanjing Tuniu or its shareholders fail to perform their obligations under these contractual arrangements, we may have to resort to litigation or arbitration to enforce our rights, which may be time-consuming, unpredictable, expensive and damaging to our operations and reputation.
If Nanjing Tuniu or its shareholders fail to perform their obligations under these contractual arrangements, we may have to resort to litigation or arbitration to enforce our rights, which may be time-consuming, unpredictable, expensive and damaging to our operations and reputation.
The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction.
As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
Risk Factors—Risks Related to Doing Business in China—PRC regulation of direct investment and loans by offshore holding companies to PRC entities and governmental control of currency conversion may delay or limit us from using the proceeds of our financing activities, or making additional capital contributions or loans to our PRC subsidiaries and the consolidated affiliated entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” Risks Related to Our Business and Industry ● Declines or disruptions in the leisure travel industry may materially and adversely affect our business and results of operations. ● We face risks related to natural disasters and health epidemics. ● If we do not continue to provide competitive travel products and services, we may not be able to attract new customers or retain existing customers, and our business, financial condition and results of operations could suffer. ● Failure to maintain the quality of customer services could harm our reputation and our ability to retain existing customers and attract new customers, which may materially and adversely affect our business, financial condition and results of operations. 16 Table of Contents ● We incurred losses in the past and may not be able to maintain profitability. ● We face intense competition and may not be able to compete successfully against existing and new competitors. ● Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.
Risk Factors—Risks Related to Doing Business in China—PRC regulation of direct investment and loans by offshore holding companies to PRC entities and governmental control of currency conversion may delay or limit us from using the proceeds of our financing activities, or making additional capital contributions or loans to our PRC subsidiaries and the consolidated affiliated entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” Risks Related to Our Business and Industry ● Declines or disruptions in the leisure travel industry may materially and adversely affect our business and results of operations. ● We face risks related to natural disasters and health epidemics. ● If we do not continue to provide competitive travel products and services, we may not be able to attract new customers or retain existing customers, and our business, financial condition and results of operations could suffer. ● Failure to maintain the quality of customer services could harm our reputation and our ability to retain existing customers and attract new customers, which may materially and adversely affect our business, financial condition and results of operations. ● We incurred losses in the past and may not be able to maintain profitability. ● We face intense competition and may not be able to compete successfully against existing and new competitors. ● Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.
We are not an operating company in China but a Cayman Island holding company conducting our operations in China through our PRC subsidiaries and the consolidated affiliated entities. Holders of our ADSs hold equity interest in Tuniu Corporation, our Cayman Islands holding company, and do not have direct or indirect equity interest in the VIE.
We are not an operating company in China but a Cayman Islands holding company conducting our operations in China through our PRC subsidiaries and the consolidated affiliated entities. Holders of our ADSs hold equity interest in Tuniu Corporation, our Cayman Islands holding company, and do not have direct or indirect equity interest in the VIE.
Furthermore, if future laws, administrative regulations or rules mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face substantial uncertainties as to whether we are able to complete such actions in a timely manner, or at all.
Furthermore, if future laws, administrative regulations or rules mandate further actions to be taken by companies with respect to existing contractual arrangements, we may face uncertainties as to whether we are able to complete such actions in a timely manner, or at all.
See “—Risks Related to Our Corporate Structure—Substantial uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating to restrictions on foreign investment in value-added telecommunications and travel companies in China.
See “—Risks Related to Our Corporate Structure—Uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating to restrictions on foreign investment in value-added telecommunications and travel companies in China.
Risk Factors—Risks Related to Doing Business in China—The approval of or filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.” The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Risk Factors—Risks Related to Doing Business in China—The approval of or filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.” 5 Table of Contents The Holding Foreign Companies Accountable Act Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, if the Securities and Exchange Commission, or the SEC, determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspections by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the SEC will prohibit our shares or the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.
Risks Related to Our Corporate Structure Substantial uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating to restrictions on foreign investment in value-added telecommunications and travel companies in China.
Risks Related to Our Corporate Structure Uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating to restrictions on foreign investment in value-added telecommunications and travel companies in China.
If our operations do not comply with these new regulations at the time they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties. 24 Table of Contents ● The PRC Tourism Law and the Measures for the Administration of the Overseas Tours of Chinese Citizens promulgated by the State Council impose stringent restrictions on tour operators, pursuant to which, tour operators are prohibited from arranging compulsory shopping or other activities which charge additional fees on top of the contract prices that the tourist has already paid, unless it is agreed upon by both parties through consultation or requested by the tourist and does not affect the itinerary of other tourists.
If our operations do not comply with these new regulations at the time they become effective, or if we fail to obtain any licenses required under these new laws and regulations, we could be subject to penalties. ● The PRC Tourism Law and the Measures for the Administration of the Overseas Tours of Chinese Citizens promulgated by the State Council impose stringent restrictions on tour operators, pursuant to which, tour operators are prohibited from arranging compulsory shopping or other activities which charge additional fees on top of the contract prices that the tourist has already paid, unless it is agreed upon by both parties through consultation or requested by the tourist and does not affect the itinerary of other tourists.
Our PRC counsel, Fangda Partners, has advised us that, based on its understanding of the current PRC laws, rules and regulations, we are not required to submit an application to the CSRC for its approval of the initial public offering and listing of our ADSs on the Nasdaq Global Market, because: ● the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like our initial public offering are subject to CSRC’s approval under the M&A Rules; 21 Table of Contents ● our wholly owned PRC subsidiaries were established by means of foreign direct investment, rather than through a merger or acquisition of domestic companies, as defined under the M&A Rules; and ● there is no provision in the M&A Rules that explicitly classifies contractual arrangements as a type of transaction subject to the M&A Rules.
Our PRC counsel, Fangda Partners, has advised us that, based on its understanding of the current PRC laws, rules and regulations, we are not required to submit an application to the CSRC for its approval of the initial public offering and listing of our ADSs on the Nasdaq Global Market, because: ● the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like our initial public offering are subject to CSRC’s approval under the M&A Rules; ● our wholly owned PRC subsidiaries were established by means of foreign direct investment, rather than through a merger or acquisition of domestic companies, as defined under the M&A Rules; and ● there is no provision in the M&A Rules that explicitly classifies contractual arrangements as a type of transaction subject to the M&A Rules.
According to current PRC laws and regulations, we can provide funding to our PRC subsidiaries through loans of up to either (i) the amount of the difference between the respective registered total investment amount and registered capital of each of our PRC subsidiaries, or the Total Investment and Registered Capital Balance, or (ii) two times, or the then applicable statutory multiple, the amount of their respective net assets, calculated in accordance with PRC GAAP, or the Net Assets Limit, at our election.
According to current PRC laws and regulations, we can provide funding to our PRC subsidiaries through loans of up to either (i) the amount of the difference between the respective registered total investment amount and registered capital of each of our PRC subsidiaries, or the Total Investment and Registered Capital Balance, or (ii) the then applicable statutory multiple, the amount of their respective net assets, calculated in accordance with PRC GAAP, or the Net Assets Limit, at our election.
We are subject to the Sarbanes-Oxley Act of 2002, or SOX. Section 404 of the SOX requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2024.
We are subject to the Sarbanes-Oxley Act of 2002, or SOX. Section 404 of the SOX requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2025.
Key Information—Risk Factors— Risks Related to Doing Business in China—Any failure or perceived failure by us to comply with the anti-monopoly and unfair competition laws and regulations may result in penalties against us and could have an adverse effect on our business, financial condition and results of operations.” 4 Table of Contents Risks and uncertainties arising from the legal system in mainland China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in mainland China, could result in a material adverse change in our operations and the value of our ADSs.
Key Information—Risk Factors— Risks Related to Doing Business in China—Any failure or perceived failure by us to comply with the anti-monopoly and unfair competition laws and regulations may result in penalties against us and could have an adverse effect on our business, financial condition and results of operations.” Risks and uncertainties arising from the legal system in mainland China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in mainland China, could result in a material adverse change in our operations and the value of our ADSs.
In particular, we face a number of challenges relating to data from transactions and other activities on our platforms, including: ● protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use by our employees; ● addressing concerns related to privacy and sharing, safety, security and other factors; and 42 Table of Contents ● complying with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure and security of personal information, including any requests from regulatory and government authorities relating to these data.
In particular, we face a number of challenges relating to data from transactions and other activities on our platforms, including: ● protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use by our employees; ● addressing concerns related to privacy and sharing, safety, security and other factors; and ● complying with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure and security of personal information, including any requests from regulatory and government authorities relating to these data.
Risk Factors—Risks Related to Doing Business in China—The approval of or filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.” ● Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or fully investigate auditors located in China.
Risk Factors—Risks Related to Doing Business in China—The approval of or filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.” 15 Table of Contents ● Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or fully investigate auditors located in China.
We also adopted the 2014 Plan, which permits the granting of options to purchase our ordinary shares, restricted shares and restricted share units.
We adopted the 2008 Plan, which permits the granting of options to purchase our ordinary shares and restricted shares. We also adopted the 2014 Plan, which permits the granting of options to purchase our ordinary shares, restricted shares and restricted share units.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year.
Risk Factors—Risks Related to Our Corporate Structure—Substantial uncertainties exist with respect to the interpretation and implementation of adopted PRC Foreign Investment Law and its implementation rules and how they may impact the viability of our current corporate structure, corporate governance and business operations.” 15 Table of Contents Risks Related to Doing Business in China ● Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs.
Risk Factors—Risks Related to Our Corporate Structure—Substantial uncertainties exist with respect to the interpretation and implementation of adopted PRC Foreign Investment Law and its implementation rules and how they may impact the viability of our current corporate structure, corporate governance and business operations.” Risks Related to Doing Business in China ● Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2023, and we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for the fiscal year ended December 31, 2024.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2023, 2024 or 2025, and we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for the fiscal year ended December 31, 2025.
Risk Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs.” The PRC regulatory and enforcement regime with regard to data security and privacy is evolving and may be subject to different interpretations or significant changes without prior notice.
Risk Factors—Risks Related to Doing Business in China—The PRC government’s significant oversight over our business operation could result in a material adverse change in our operations and the value of our ADSs.” 3 Table of Contents The PRC regulatory and enforcement regime with regard to data security and privacy is evolving and may be subject to different interpretations or significant changes without prior notice.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; 49 Table of Contents ● the sections of the Exchange Act requiring principal shareholders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
For the years ended December 31, 2022, 2023 and 2024, Tuniu Corporation did not make any capital contribution to our intermediate holding companies and subsidiaries. For the years ended December 31, 2022, 2023 and 2024, our intermediate holding companies and subsidiaries and the consolidated affiliated entities received no capital contribution or loan investment from Tuniu Corporation.
For the years ended December 31, 2023, 2024 and 2025, Tuniu Corporation did not make any capital contribution to our intermediate holding companies and subsidiaries. For the years ended December 31, 2023, 2024 and 2025, our intermediate holding companies and subsidiaries and the consolidated affiliated entities received no capital contribution or loan investment from Tuniu Corporation.
The PRC government has recently published new policies that significantly affected certain industries and we cannot rule out the possibility that it will in the future release regulations or policies that directly or indirectly affect our industry or require us to seek additional permission to continue our operations, which could result in a material adverse change in our operation and/or the value of our ADSs.
The PRC government published policies that significantly affected certain industries and we cannot rule out the possibility that it will in the future release regulations or policies that directly or indirectly affect our industry or require us to seek additional permission to continue our operations, which could result in a material adverse change in our operation and/or the value of our ADSs.
However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we and investors in our ADSs would be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in the ADSs to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.
However, if the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong, and we use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the Securities and Exchange Commission, we and investors in our ADSs would be deprived of the benefits of such PCAOB inspections again, which could cause investors and potential investors in the ADSs to lose confidence in our audit procedures and reported financial information and the quality of our financial statements.
See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Travel Companies.” If travel suppliers fail to comply with these restrictions, our reputation and brand may be negatively affected. ● The PRC E-Commerce Law strengthens the regulation of e-commerce operators relating to consumer protection, personal data protection and intellectual property rights protection.
See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Travel Companies.” If travel suppliers fail to comply with these restrictions, our reputation and brand may be negatively affected. 24 Table of Contents ● The PRC E-Commerce Law strengthens the regulation of e-commerce operators relating to consumer protection, personal data protection and intellectual property rights protection.
For a discussion of significant differences between the provisions of the Companies Act of the Cayman Islands (Revised) and the laws applicable to companies incorporated in the United States and their shareholders, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Differences in Corporate Law.” Judgments obtained against us by our shareholders may not be enforceable.
For a discussion of significant differences between the provisions of the Companies Act of the Cayman Islands (Revised) and the laws applicable to companies incorporated in the United States and their shareholders, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Differences in Corporate Law.” 48 Table of Contents Judgments obtained against us by our shareholders may not be enforceable.
Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects. 23 Table of Contents Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.
Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects. Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.
Failure to take timely and appropriate measures to respond to any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, business, financial condition and results of operations. The PRC Foreign Investment Law requires foreign investors or applicable foreign investment enterprises to report investment information to government authority.
Failure to take timely and appropriate measures to respond to any of these or similar regulatory compliance challenges could materially and adversely affect our current corporate structure, business, financial condition and results of operations. 18 Table of Contents The PRC Foreign Investment Law requires foreign investors or applicable foreign investment enterprises to report investment information to government authority.
Moreover, if we are not able to renew services agreements with the telecommunications carriers when they expire and are not able to enter into agreements with alternative carriers on commercially reasonable terms or at all, the quality and stability of our online platform may be adversely affected. 41 Table of Contents We are subject to payment-related risks.
Moreover, if we are not able to renew services agreements with the telecommunications carriers when they expire and are not able to enter into agreements with alternative carriers on commercially reasonable terms or at all, the quality and stability of our online platform may be adversely affected. We are subject to payment-related risks.
Any of these factors may result in large and sudden changes in the volume and price at which our ADSs trade. 46 Table of Contents If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the market price for our ADSs and trading volume could decline.
Any of these factors may result in large and sudden changes in the volume and price at which our ADSs trade. If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the market price for our ADSs and trading volume could decline.
These could disrupt our operations and result in significant relocation expenses, as well as may result in litigation or claims against us, which could adversely affect our business, financial condition and results of operations. 34 Table of Contents It may be difficult for overseas regulators to conduct investigation or collect evidence within China.
These could disrupt our operations and result in significant relocation expenses, as well as may result in litigation or claims against us, which could adversely affect our business, financial condition and results of operations. It may be difficult for overseas regulators to conduct investigation or collect evidence within China.
For a detailed description of risks related to doing business in China, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.” Permissions Required from the PRC Authorities for Our Operations We conduct our business in China through our subsidiaries and the consolidated affiliated entities in China.
For a detailed description of risks related to doing business in China, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China.” 4 Table of Contents Permissions Required from the PRC Authorities for Our Operations We conduct our business in China through our subsidiaries and the consolidated affiliated entities in China.
Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. ​ 14 Table of Contents D. Risk Factors Summary of Risk Factors Investing in our ADSs involves significant risks. You should carefully consider all of the information in this annual report before making an investment in our ADSs.
Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Summary of Risk Factors Investing in our ADSs involves significant risks. You should carefully consider all of the information in this annual report before making an investment in our ADSs.
If we are required to comply with these requirements and fail to do so on a timely basis, if at all, our business operations, financial conditions and business prospects may be adversely and materially affected. In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us.
If we are required to comply with these requirements and fail to do so on a timely basis, if at all, our business operations, financial conditions and business prospects may be adversely and materially affected. 21 Table of Contents In addition, we cannot assure you that any new rules or regulations promulgated in the future will not impose additional requirements on us.
Business Overview—PRC Regulation—Foreign Investment in Value-Added Telecommunications Services.” 19 Table of Contents We rely on contractual arrangements with Nanjing Tuniu and its shareholders for the operation of our business, which may not be as effective as direct ownership.
Business Overview—PRC Regulation—Foreign Investment in Value-Added Telecommunications Services.” We rely on contractual arrangements with Nanjing Tuniu and its shareholders for the operation of our business, which may not be as effective as direct ownership.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2023, and we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for the fiscal year ended December 31, 2024.
For this reason, we were not identified as a Commission-Identified Issuer under the HFCAA after we filed our annual report on Form 20-F for the fiscal year ended December 31, 2022, 2023 or 2024, and we do not expect to be identified as a Commission-Identified Issuer under the HFCAA after we file this annual report on Form 20-F for the fiscal year ended December 31, 2025.
Furthermore, we may need to incur additional costs and use additional management and other resources in an effort to comply with Section 404 of the SOX and other requirements going forward. 44 Table of Contents We have limited business insurance coverage in China. Insurance companies in China offer limited business insurance products.
Furthermore, we may need to incur additional costs and use additional management and other resources in an effort to comply with Section 404 of the SOX and other requirements going forward. We have limited business insurance coverage in China. Insurance companies in China offer limited business insurance products.
Relatedly, On September 6, 2024, the National Development and Reform Commission and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version), or the 2024 Negative List, which became effective on November 1, 2024, to supersede the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version).
Relatedly, On September 6, 2024, the National Development and Reform Commission and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version), or the 2024 Negative List, which became effective on November 1, 2024.
Risk Factors—Risks Related to Our Corporate Structure.” 3 Table of Contents The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
Risk Factors—Risks Related to Our Corporate Structure.” The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
Our reputation and brand will be negatively affected if travel suppliers fail to provide quality travel products and services. 36 Table of Contents The actions we take to monitor and enhance the performance of travel suppliers may be inadequate in the timely discovery of quality issues.
Our reputation and brand will be negatively affected if travel suppliers fail to provide quality travel products and services. The actions we take to monitor and enhance the performance of travel suppliers may be inadequate in the timely discovery of quality issues.
(5) It represents the elimination of the intercompany transactions at the consolidation level, as follows: Charges to the VIE (i) Technology consulting service fees, platform service fees and group management fees charged by other subsidiaries and the primary beneficiary of the VIE to the VIE and its subsidiaries, in aggregate amounting to RMB6.2 million, RMB41.3 million and RMB48.2 million for the years ended 2022, 2023 and 2024, respectively.
(5) It represents the elimination of the intercompany transactions at the consolidation level, as follows: Charges to the VIE (i) Technology consulting service fees, platform service fees and group management fees charged by other subsidiaries and the primary beneficiary of the VIE to the VIE and its subsidiaries, in aggregate amounting to RMB41.3 million, RMB48.2 million and RMB58.9 million for the years ended 2023, 2024 and 2025, respectively.
Any claims, with or without merit, could be time-consuming to defend, result in litigation and divert management’s attention and resources. The successful operation of our business depends upon the performance and reliability of the internet infrastructure and telecommunications networks in China. Our business depends on the performance and reliability of the internet infrastructure and telecommunications networks in China.
Any claims, with or without merit, could be time-consuming to defend, result in litigation and divert management’s attention and resources. 40 Table of Contents The successful operation of our business depends upon the performance and reliability of the internet infrastructure and telecommunications networks in China.
Business Overview—PRC Regulation—Regulations on Value-Added Telecommunication Services” and “—Foreign Investment in Value-Added Telecommunications Services.” 17 Table of Contents We are a Cayman Islands company and our wholly owned PRC subsidiary, Beijing Tuniu, is a foreign invested enterprise.
Business Overview—PRC Regulation—Regulations on Value-Added Telecommunication Services” and “—Foreign Investment in Value-Added Telecommunications Services.” We are a Cayman Islands company and our wholly owned PRC subsidiary, Beijing Tuniu, is a foreign invested enterprise.
GAAP. ​ 18 Table of Contents Substantial uncertainties exist with respect to the interpretation and implementation of adopted PRC Foreign Investment Law and its implementation rules and how they may impact the viability of our current corporate structure, corporate governance and business operations.
GAAP. Uncertainties exist with respect to the interpretation and implementation of adopted PRC Foreign Investment Law and its implementation rules and how they may impact the viability of our current corporate structure, corporate governance and business operations.
These charges are recognized as operating expenses by the VIE and its subsidiaries. 13 Table of Contents (ii) Revenue was recognized by other subsidiaries for interest on loans to the VIE and its subsidiaries, in the amounts of RMB1.4 million, nil and nil for the years ended 2022, 2023 and 2024, respectively.
These charges are recognized as operating expenses by the VIE and its subsidiaries. 13 Table of Contents (ii) Revenue was recognized by other subsidiaries for interest on loans to the VIE and its subsidiaries, in the amounts of nil, nil and nil for the years ended 2023, 2024 and 2025, respectively.
Charges by the VIE (i) Royalty fees charged by the VIE and its subsidiaries to other subsidiaries and the primary beneficiary of the VIE for the usage of software owned by the VIE and its subsidiaries in the amounts of RMB27.6 million, RMB5.3 million and RMB3.8 million for the years ended 2022, 2023 and 2024, respectively.
Charges by the VIE (i) Royalty fees charged by the VIE and its subsidiaries to other subsidiaries and the primary beneficiary of the VIE for the usage of software owned by the VIE and its subsidiaries in the amounts of RMB5.3 million, RMB3.8 million and RMB5.5 million for the years ended 2023, 2024 and 2025, respectively.
In addition to the PRC Anti-Monopoly Law amended in 2022, these include the PRC Anti-Unfair Competition Law and its interpretations issued in 2022, the Interim Measures on Online Anti-unfair Competition, which came into effect in September 2024, the Guidelines on Anti-Monopoly Issues in Platform Economy published in 2021, the Provisions on the Prohibition of Monopoly Agreements released in 2023 and the Provisions on the Review of Concentration of Undertakings released in 2024.
In addition to the PRC Anti-Monopoly Law amended in 2022, these include the PRC Anti-Unfair Competition Law as most recently amended in October 2025 and its interpretations issued in 2022, the Interim Measures on Online Anti-unfair Competition, which came into effect in September 2024, the Guidelines on Anti-Monopoly Issues in Platform Economy published in 2021, the Provisions on the Prohibition of Monopoly Agreements released in 2023, as amended in December 2025, as well as the Provisions on the Review of Concentration of Undertakings released in 2024.
The qualification as a HNTE is generally effective for a term of three years and the renewal of such qualification is subject to review by the authorities in China. Nanjing Tuniu originally obtained its HNTE certificate in 2010 and successfully obtained its third renewal of such a certificate in December 2022, which expires in 2025.
The qualification as a HNTE is generally effective for a term of three years and the renewal of such qualification is subject to review by the authorities in China. Nanjing Tuniu originally obtained its HNTE certificate in 2010 and successfully obtained its fourth renewal of such a certificate in November 2025, which expires in 2028.
Our board of directors has declared a cash dividend of US$0.012 per ordinary share, or US$0.036 per ADS, to holders of ordinary shares and holders of ADSs of record as of the close of business on March 27, 2025.
In March 2025, our board of directors declared a cash dividend of US$0.012 per ordinary share to holders of ordinary shares and holders of ADSs of record as of the close of business on March 27, 2025.
Among these shares, 140,096,997 Class A ordinary shares are in the form of ADSs, which are freely transferable by persons other than our affiliates without restriction or additional registration under the Securities Act.
Among these shares, 127,023,885 Class A ordinary shares are in the form of ADSs, which are freely transferable by persons other than our affiliates without restriction or additional registration under the Securities Act.
Our business is dependent on our ability to maintain our relationships and arrangements with existing travel suppliers. For most of our suppliers, we do not prohibit them from developing business relationships with our competitors or selling, through their direct sales, travel products that are the same as or similar to those they supply to us.
For most of our suppliers, we do not prohibit them from developing business relationships with our competitors or selling, through their direct sales, travel products that are the same as or similar to those they supply to us.
Risk Factors—Risks Related to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulations of internet and related business and companies.” Furthermore, in connection with our previous issuance of securities to foreign investors, under the currently effective PRC laws and regulations, as of the date of this annual report, we are not aware of, after consulting our PRC legal counsel, Fangda Partners, any PRC laws or regulations which explicitly require us to obtain any permission from or complete any filing with the CSRC or go through a cybersecurity review by the Cyberspace Administration of China, and we, our PRC subsidiaries and the VIE, (i) have not received any requirement from competent PRC authorities to obtain permissions from the CSRC, (ii) have not received any requirement from competent PRC authorities to go through cybersecurity review by the Cyberspace Administration of China, and (iii) have not received or were denied such requisite permissions by any PRC authority. 5 Table of Contents However, the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers.
Risk Factors—Risks Related to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulations of internet and related business and companies.” Furthermore, in connection with our previous issuance of securities to foreign investors, under the currently effective PRC laws and regulations, as of the date of this annual report, we are not aware of, after consulting our PRC legal counsel, Fangda Partners, any PRC laws or regulations which explicitly require us to obtain any permission from or complete any filing with the CSRC or go through a cybersecurity review by the Cyberspace Administration of China, and we, our PRC subsidiaries and the VIE, (i) have not received any requirement from competent PRC authorities to obtain permissions from the CSRC, (ii) have not received any requirement from competent PRC authorities to go through cybersecurity review by the Cyberspace Administration of China, and (iii) have not received or were denied such requisite permissions by any PRC authority.
These international gateways are the only channels through which domestic users can connect to the internet. We rely on a limited number of telecommunications service providers, primarily China Telecom and China Unicom, to provide us with data communications capacity.
In addition, the national networks in China are connected to the internet through international gateways controlled by the PRC government. These international gateways are the only channels through which domestic users can connect to the internet. We rely on a limited number of telecommunications service providers, primarily China Telecom and China Unicom, to provide us with data communications capacity.
In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or record-filings on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or any consolidated affiliated entity or future capital contributions by us to our wholly foreign-owned subsidiaries in mainland China.
Meanwhile, we may not be able to finance the activities of the consolidated affiliated entities by means of capital contributions given the restrictions on foreign investment in the businesses that are currently conducted by the consolidated affiliated entities. 26 Table of Contents In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or record-filings on a timely basis, if at all, with respect to future loans to our PRC subsidiaries or any consolidated affiliated entity or future capital contributions by us to our wholly foreign-owned subsidiaries in mainland China.
The VIE and its subsidiaries repaid financing from external banks for their operations with the amount of RMB21.0 million for the year ended December 31, 2023, and obtained financing with the amount of RMB2.1 million for the years ended December 31, 2022 and RMB1.0 million for the year ended December 31, 2024.
The VIE and its subsidiaries repaid financing from external banks for their operations with the amount of RMB21.0 million and nil for the year ended December 31, 2023 and 2025, respectively, and obtained financing with the amount of RMB1.0 million for the year ended December 31, 2024.
A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect the leisure travel industry and our business, results of operations and financial condition. COVID-19 had a severe and negative impact on the Chinese and the global economy from 2020 to 2022, and the global macroeconomic environment still faces numerous challenges after 2022.
A severe or prolonged downturn in the Chinese or global economy could materially and adversely affect the leisure travel industry and our business, results of operations and financial condition. The global macroeconomic environment still faces numerous challenges after 2022.
If the VIE structure, contractual arrangements and business of our company, our PRC subsidiaries or the consolidated affiliated entities are found to be in violation of any existing or future PRC laws or regulations, or we fail to obtain or maintain any of the required permits or approvals, the relevant government authorities would have broad discretion in dealing with such violations, including levying fines, confiscating our income or the income of our PRC subsidiaries or the consolidated affiliated entities, revoking the business licenses or operating licenses of our PRC subsidiaries or the consolidated affiliated entities, shutting down our servers or blocking our online platform, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from our financing activities, such as our private placements, to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business.
We are also advised by our PRC counsel, Fangda Partners, that there are uncertainties regarding the interpretation and application of current or future PRC laws and regulations and there can be no assurance that the PRC government will ultimately take a view that is consistent with the opinion of our PRC counsel stated above. 17 Table of Contents If the VIE structure, contractual arrangements and business of our company, our PRC subsidiaries or the consolidated affiliated entities are found to be in violation of any existing or future PRC laws or regulations, or we fail to obtain or maintain any of the required permits or approvals, the relevant government authorities would have broad discretion in dealing with such violations, including levying fines, confiscating our income or the income of our PRC subsidiaries or the consolidated affiliated entities, revoking the business licenses or operating licenses of our PRC subsidiaries or the consolidated affiliated entities, shutting down our servers or blocking our online platform, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from our financing activities, such as our private placements, to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business.
As a result, we may fail to attract and retain a significant portion of the growing number of customers who search for and book travel products and services through mobile devices.
As a result, we may fail to attract and retain a significant portion of the growing number of customers who search for and book travel products and services through mobile devices. We may also experience difficulties monetizing customer traffic to our mobile platform.
Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company, except that we could exercise our purchase option under the purchase option agreement with these shareholders to request them to transfer all of their equity interests in Nanjing Tuniu to a PRC entity or individual designated by us, to the extent permitted by PRC laws.
We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor. 19 Table of Contents Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our company, except that we could exercise our purchase option under the purchase option agreement with these shareholders to request them to transfer all of their equity interests in Nanjing Tuniu to a PRC entity or individual designated by us, to the extent permitted by PRC laws.
Business Overview—PRC Regulation—Regulations on Information Security and Censorship” for more detailed discussion. 22 Table of Contents Our PRC counsel has advised us based on their understanding of the current PRC laws, rules and regulations that no permission is required from any Chinese authorities (including the CSRC and the Cyberspace Administration of China) for our previous offshore offerings as of the date of this annual report.
Our PRC counsel has advised us based on their understanding of the current PRC laws, rules and regulations that no permission is required from any Chinese authorities (including the CSRC and the Cyberspace Administration of China) for our previous offshore offerings as of the date of this annual report.
Revenues contributed by the VIE accounted for 86.5%, 78.2% and 80.9% of our total revenues for the years of 2022, 2023 and 2024, respectively.
Revenues contributed by the VIE accounted for 78.2%, 80.9% and 90.8% of our total revenues for the years of 2023, 2024 and 2025, respectively.
As of February 28, 2025, our directors and officers beneficially own an aggregate of 61.9% of our outstanding shares representing 61.3% of our total voting power.
As of February 28, 2026, our directors and officers beneficially own an aggregate of 61.8% of our outstanding shares representing 61.2% of our total voting power.
Any uncertainties or negative publicity regarding such requirement could materially and adversely affect our business, prospect, financial condition, reputation, and the trading price of our ADSs. See “Item 4. Information on the Company—B.
Any uncertainties or negative publicity regarding such requirement could materially and adversely affect our business, prospect, financial condition, reputation, and the trading price of our ADSs. See “Item 4. Information on the Company—B. Business Overview—PRC Regulation—Regulations on Information Security and Censorship” for more detailed discussion.
See “Item 16G. Corporate Governance.” As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer. It remains unclear if we will pay dividends in the foreseeable future.
See “Item 16G. Corporate Governance.” As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer.
If we fail to consistently source quality travel products and services tailored to accommodate our customers’ changing needs and preferences, we may not be able to sell additional products and services to our current customers, retain our current customers or attract new customers, and our business, financial condition and results of operations will be materially and adversely affected.
If we fail to consistently source quality travel products and services tailored to accommodate our customers’ changing needs and preferences, we may not be able to sell additional products and services to our current customers, retain our current customers or attract new customers, and our business, financial condition and results of operations will be materially and adversely affected. 35 Table of Contents Failure to maintain the quality of customer services could harm our reputation and our ability to retain existing customers and attract new customers, which may materially and adversely affect our business, financial condition and results of operations.
The following is a summary of cash transfers that have occurred between our subsidiaries and the VIE and its subsidiaries (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB Cash paid by our subsidiaries to the VIE and its subsidiaries for royalties 5,776 ​ 7,731 ​ 4,045 Cash paid by the VIE and its subsidiaries to our subsidiaries under service agreements ​ (8,169) ​ (11,604) ​ (32,780) Cash paid by the VIE and its subsidiaries to our subsidiaries for intra-Tuniu financing (36,759) ​ (92,626) ​ (154,344) Cash received by the VIE and its subsidiaries from our subsidiaries for intra-Tuniu financing ​ — ​ — ​ — Cash paid by our subsidiaries to the VIE and its subsidiaries for purchase of intangible assets (78,000) ​ — ​ — ​ A.[Reserved] B.
The following is a summary of cash transfers that have occurred between our subsidiaries and the VIE and its subsidiaries (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ ​ ​ RMB Cash paid by our subsidiaries to the VIE and its subsidiaries for royalties 7,731 ​ 4,045 ​ 5,460 Cash paid by the VIE and its subsidiaries to our subsidiaries under service agreements ​ (11,604) ​ (32,780) ​ (42,389) Cash paid by the VIE and its subsidiaries to our subsidiaries for intra-Tuniu financing (92,626) ​ (154,344) ​ (11,578) ​ A.[Reserved] B.
We incurred losses in the past and may not be able to maintain profitability. We historically incurred net losses, including net losses of RMB203.0 million and RMB101.1 millioin 2022 and 2023, respectively. Our such net losses were partially attributable to the COVID-19 pandemic and impairment of goodwill. We recorded net profit of RMB83.7million in 2024.
We incurred losses in the past and may not be able to maintain profitability. We historically incurred net losses, including net losses of RMB101.1 million in 2023. Our such net losses were partially attributable to impairment of goodwill. We recorded net income of RMB83.7million and RMB29.7 in 2024 and 2025, respectively.
If Nasdaq determines to delist our ADSs, or if we fail to list our ADSs on other stock exchanges or find alternative trading venue for our ADSs, the market liquidity and the value of an investment in our ADSs will be materially and adversely affected.
If Nasdaq determines to delist our ADSs, or if we fail to list our ADSs on other stock exchanges or find alternative trading venue for our ADSs, the market liquidity and the value of an investment in our ADSs will be materially and adversely affected. 45 Table of Contents The trading price of our ADSs have fluctuated and may continue to be volatile regardless of our operating performance.
Due to the disparate voting powers attached to these two classes of ordinary shares, holders of our Class B ordinary shares collectively beneficially owned approximately 4.99% of our outstanding ordinary shares as of February 28, 2025, representing 34.44% of our total voting power.
Due to the disparate voting powers attached to these two classes of ordinary shares, holders of our Class B ordinary shares collectively beneficially owned approximately 5.33% of our outstanding ordinary shares as of February 28, 2026, representing 36.02% of our total voting power.
These risks are discussed more fully in Item 3. Key Information—D. Risk Factors. Risks Related to Our Corporate Structure ● Tuniu Corporation is a Cayman Islands holding company with no equity ownership in the VIE, and we conduct our operations in China primarily through (i) our PRC subsidiaries and (ii) the VIE with which we have maintained contractual arrangements.
Risk Factors. 14 Table of Contents Risks Related to Our Corporate Structure ● Tuniu Corporation is a Cayman Islands holding company with no equity ownership in the VIE, and we conduct our operations in China primarily through (i) our PRC subsidiaries and (ii) the VIE with which we have maintained contractual arrangements.
The leisure travel industry is dependent on personal discretionary spending levels, which may be materially and adversely affected by economic downturns and recessions.
We are dependent on the leisure travel industry for substantially all of our revenues. The leisure travel industry is dependent on personal discretionary spending levels, which may be materially and adversely affected by economic downturns and recessions.
In particular, there is significant uncertainty about the future relationship between the United States and China with respect to a wide range of issues including trade policies, treaties, government regulations and tariffs.
There have also been concerns about the relationship between China and other countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China with respect to a wide range of issues including trade policies, treaties, government regulations and tariffs.
However, if certain laws and regulations in Hong Kong or Macau were to result in oversight over data security that impacts our business in these regions, we may be required to incur additional cost to ensure our compliance to such laws and regulations, and any violation could result in a material adverse impact on our business, reputation and results of operations.
However, if certain laws and regulations in Hong Kong or Macau were to result in oversight over data security that impacts our business in these regions, we may be required to incur additional cost to ensure our compliance to such laws and regulations, and any violation could result in a material adverse impact on our business, reputation and results of operations. 43 Table of Contents Our use of open source software could adversely affect our ability to offer our products and services and subject us to possible litigation.
If we are not successful in protecting our intellectual property, our business, financial condition and results of operations may be materially and adversely affected. 40 Table of Contents Claims by third parties that we infringe on their intellectual property rights could lead to government administrative actions and result in significant costs and have a material adverse effect on our business, financial condition and results of operations.
Claims by third parties that we infringe on their intellectual property rights could lead to government administrative actions and result in significant costs and have a material adverse effect on our business, financial condition and results of operations.
See also “—Risks Related to Our ADSs and Class A Ordinary Shares—You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law” for risks associated with investing in us as a Cayman Islands company.
See also “—Risks Related to Our ADSs and Class A Ordinary Shares—You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law” for risks associated with investing in us as a Cayman Islands company. 34 Table of Contents Risks Related to Our Business and Industry Declines or disruptions in the leisure travel industry may materially and adversely affect our business and results of operations.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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As a result of these contractual arrangements, we are the primary beneficiary of Nanjing Tuniu, and we treat it and its subsidiaries as consolidated affiliated entities under U.S. GAAP. We have consolidated the financial results of Nanjing Tuniu and its subsidiaries in our consolidated financial statements in accordance with U.S.
As a result of these contractual arrangements, we are the primary beneficiary of Nanjing Tuniu, and we treat it and its subsidiaries as consolidated affiliated entities under U.S. GAAP. We have consolidated the financial results of Nanjing Tuniu and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.
Risk Factors—Risks Related to Our Business and Industry—We may not be able to adequately control and ensure the quality of travel products and services sourced from travel suppliers.
Risk Factors—Risks Related to Our Business and Industry—We may not be able to adequately control and ensure the quality of travel products and services sourced from travel suppliers.
This circular, as amended, allows foreign-invested enterprises of non-investment nature to use their capital funds to make equity investments in China, provided that such investments do not violate the effective special entry management measures for foreign investment (negative list) and the target investment projects are genuine and in compliance with laws.
This Circular 28, as amended, allows foreign-invested enterprises of non-investment nature to use their capital funds to make equity investments in China, provided that such investments do not violate the effective special entry management measures for foreign investment (negative list) and the target investment projects are genuine and in compliance with laws.
From 2016 to 2019, we acquired controlling interests in several offline travel agencies and an online travel agency to further expand our overseas tourism market and promote our destination service. In 2022, we disposed the controlling interests in these subsidiaries and retained non-controlling interests in the same subsidiaries after the disposals.
From 2016 to 2019, we acquired controlling interests in several offline travel agencies and an online travel agency to further expand our overseas tourism market and promote our destination service. In 2022 and 2024, we disposed the controlling interests in these subsidiaries and retained non-controlling interests in the same subsidiaries after the disposals.
Moreover, pursuant to this circular, domestic entities must explain in detail the sources of capital and how the capital will be used, and provide board resolutions, contracts and other proof as a part of the registration procedure for outbound investment. 80 Table of Contents On October 23, 2019, SAFE issued Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment, which took effect on the same day and was further amended on December 4, 2023.
Moreover, pursuant to this circular, domestic entities must explain in detail the sources of capital and how the capital will be used, and provide board resolutions, contracts and other proof as a part of the registration procedure for outbound investment. 80 Table of Contents On October 23, 2019, SAFE issued Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment, or Circular 28, which took effect on the same day and was further amended on December 4, 2023.
PRC Regulation This section sets forth a summary of the significant regulations or requirements that affect our business activities in mainland China or our shareholders’ rights to receive dividends and other distributions from us. 60 Table of Contents Regulations on Value-Added Telecommunication Services The PRC government extensively regulates the telecommunications industry, including the internet sector.
PRC Regulation This section sets forth a summary of the significant regulations or requirements that affect our business activities in mainland China or our shareholders’ rights to receive dividends and other distributions from us. Regulations on Value-Added Telecommunication Services The PRC government extensively regulates the telecommunications industry, including the internet sector.
Our PRC subsidiaries have obligations to file documents related to employee share options with the tax authorities and to withhold individual income taxes of those employees who exercise their share options. 81 Table of Contents Regulations on Employment The PRC Labor Law, the PRC Labor Contract Law and its implementation rules provide requirements concerning employment contracts between an employer and its employees.
Our PRC subsidiaries have obligations to file documents related to employee share options with the tax authorities and to withhold individual income taxes of those employees who exercise their share options. Regulations on Employment The PRC Labor Law, the PRC Labor Contract Law and its implementation rules provide requirements concerning employment contracts between an employer and its employees.
Based on Tuniu’s direct procurement and integration with the supply chain, Difeng Cloud scaled by offering Tuniu’s products and resources to other distributors within the leisure travel industry. Difeng Cloud offers travel products including packaged tours and other travel-related products such as air ticketing, hotel reservations, attraction tickets, visa applications and insurance products.
Based on Tuniu’s direct procurement and integration with the supply chain, Difeng Cloud scaled by offering Tuniu’s products and resources to other distributors within the leisure travel industry. Difeng Cloud offers travel products including packaged tours and other travel-related products such as hotel reservations, attraction tickets and visa applications.
Regulations on Taxation For a discussion of applicable PRC tax regulations, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Taxation.” C. Organizational Structure We restructured the organizational structure of Nanjing Tuniu in February 2021, during which the shareholders of Nanjing Tuniu other than Mr.
Regulations on Taxation For a discussion of applicable PRC tax regulations, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Taxation.” 82 Table of Contents C. Organizational Structure We restructured the organizational structure of Nanjing Tuniu in February 2021, during which the shareholders of Nanjing Tuniu other than Mr.
GAAP. 52 Table of Contents Our principal executive offices are located at 6, 8-12th floor, building 6-A, Juhuiyuan, NO. 108 Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210023, the People’s Republic of China. Our telephone number at this address is +86 (25) 8685-3969. Our registered office in the Cayman Islands is located at International Corporation Services Ltd, P.O.
Our principal executive offices are located at 6, 8-12th floor, building 6-A, Juhuiyuan, NO. 108 Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210023, the People’s Republic of China. Our telephone number at this address is +86 (25) 8685-3969. Our registered office in the Cayman Islands is located at International Corporation Services Ltd, P.O.
For instance, we cooperated with several major banks in China and launched co-branded credit cards, through which cardholders may book with us and are entitled to discounts, bonus points and certain other privileges. 59 Table of Contents Furthermore, our customer loyalty program allows our customers to accumulate membership points and coupons as they purchase travel products and services.
For instance, we cooperated with several major banks in China and launched co-branded credit cards, through which cardholders may book with us and are entitled to discounts, bonus points and certain other privileges. Furthermore, our customer loyalty program allows our customers to accumulate membership points and coupons as they purchase travel products and services.
We have also built a streaming data processing pipeline based on our big data platform to view the browsing history of the users of our online platform and to allow travel suppliers to review their performance data near real-time. 58 Table of Contents Web Content Mining .
We have also built a streaming data processing pipeline based on our big data platform to view the browsing history of the users of our online platform and to allow travel suppliers to review their performance data near real-time. Web Content Mining .
As of December 31, 2024, we had 165 registered computer software copyrights in China. 79 Table of Contents Patents Patents are protected under the PRC Patent Law adopted by the National People’s Congress in 1984, as amended in 1992, 2000, 2008 and 2020, as well as its implementation rules adopted by the State Council in 1985, as amended in 1992, 2001, 2002, 2010 and 2023.
As of December 31, 2025, we had 175 registered computer software copyrights in China. 79 Table of Contents Patents Patents are protected under the PRC Patent Law adopted by the National People’s Congress in 1984, as amended in 1992, 2000, 2008 and 2020, as well as its implementation rules adopted by the State Council in 1985, as amended in 1992, 2001, 2002, 2010 and 2023.
As of December 31, 2024, we had 92 registered domain names, including www.tuniu.com . Copyright Works are protected under the PRC Copyright Law adopted by the National People’s Congress in 1990, as amended in 2001, 2010 and 2020, as well as its implementation rules adopted by the State Council in 1991, as amended in 2002, 2011 and 2013.
As of December 31, 2025, we had 99 registered domain names, including www.tuniu.com . Copyright Works are protected under the PRC Copyright Law adopted by the National People’s Congress in 1990, as amended in 2001, 2010 and 2020, as well as its implementation rules adopted by the State Council in 1991, as amended in 2002, 2011 and 2013.
We organize targeted campaigns, make promotional and seasonal offers and cooperate with domestic and foreign tourism boards and bureaus in holding promotional events and marketing campaigns. While our offline advertising plays an important role in promoting our brand image, we complement our branding campaigns through mobile and online channels.
We organize targeted campaigns, make promotional and seasonal offers and cooperate with domestic and foreign tourism boards and bureaus in holding promotional events and marketing campaigns. 59 Table of Contents While our offline advertising plays an important role in promoting our brand image, we complement our branding campaigns through mobile and online channels.
This has been suspended since 2020. However, we regularly communicate with travel suppliers, mainly through our product procurement team and our proprietary N-Booking system, to keep them informed of any changes to the supply outlook so that they can respond to customer demand in a timely manner. This helps us and the travel suppliers make timely adjustments to procurement plans.
However, we regularly communicate with travel suppliers, mainly through our product procurement team and our proprietary N-Booking system, to keep them informed of any changes to the supply outlook so that they can respond to customer demand in a timely manner. This helps us and the travel suppliers make timely adjustments to procurement plans.
In addition, we conduct regular price comparisons for travel products to assess the competitiveness of the pricing of travel products offered on our platform. 56 Table of Contents Supply Management We hosted a major conference event for our travel suppliers and presented to our travel suppliers our projected travel demand trends each year before the outbreak of COVID-19 in 2020.
In addition, we conduct regular price comparisons for travel products to assess the competitiveness of the pricing of travel products offered on our platform. 56 Table of Contents Supply Management We hosted a major conference event for our travel suppliers and presented to our travel suppliers our projected travel demand trends each year before the outbreak of COVID-19 in 2020, which has been suspended since 2020.
Box 472, 2nd Floor, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands.
Box 472, 2nd Floor, North Wing, Harbour Place, 103 South Church Street, George Town, Grand Cayman KY1-1106, Cayman Islands.
Regulations on Offshore Financing Pursuant to the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles issued by SAFE on July 4, 2014, prior registration with the local SAFE branch is required for PRC residents in connection with their direct establish or indirect control of an offshore entity, for the purposes of overseas investment and financing, with assets or equity interests of onshore companies or offshore assets or interests held by such PRC residents, referred to in this circular as a “special purpose vehicle.” The PRC residents are also required to amend the registration or filing with the local SAFE branch in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC residents, share transfer or exchange, merger, division or other material event.
Regulations on Offshore Financing Pursuant to the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles issued by SAFE on July 4, 2014, prior registration with the local SAFE branch is required for PRC residents in connection with their direct establish or indirect control of an offshore entity, for the purposes of overseas investment and financing, with assets or equity interests of onshore companies or offshore assets or interests held by such PRC residents, referred to in this circular as a “special purpose vehicle.” The PRC residents are also required to amend the registration or filing with the local SAFE branch in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC residents, share transfer or exchange, merger, division or other material event. 81 Table of Contents Regulations on Employee Stock Option Plans In February 2012, SAFE promulgated the Stock Option Rules.
In this regard, we rely primarily on a combination of copyright, software registration, trademark, trade secret and unfair competition laws and contractual rights, such as confidentiality agreements with our employees and others. As of December 31, 2024, we had 165 registered computer software copyrights, 29 registered patent and 27 registered artwork copyrights in China.
In this regard, we rely primarily on a combination of copyright, software registration, trademark, trade secret and unfair competition laws and contractual rights, such as confidentiality agreements with our employees and others. As of December 31, 2025, we had 175 registered computer software copyrights, 28 registered patent and 27 registered artwork copyrights in China.
Nanjing Tuniu is not permitted to terminate the agreement in any other event. In 2022, 2023 and 2024, we received service fees of RMB6.2 million, RMB41.3 million and RMB48.2 million (US$6.6 million), respectively, from the consolidated affiliated entities, which were eliminated on consolidated financial statements. D.
Nanjing Tuniu is not permitted to terminate the agreement in any other event. In 2023, 2024 and 2025, we received service fees of RMB41.3 million, RMB48.2 million and RMB58.9 million (US$8.4 million), respectively, from the consolidated affiliated entities, which were eliminated on consolidated financial statements. D.
As of December 31, 2024, we had 498 registered trademarks in different applicable trademark categories and were in the process of applying to register 12 trademarks in China. 78 Table of Contents In addition, pursuant to the PRC Trademark Law, counterfeit or unauthorized production of the label of another person’s registered trademark, or sale of any label that is counterfeited or produced without authorization will be deemed as an infringement to the exclusive right to use a registered trademark.
As of December 31, 2025, we had 494 registered trademarks in different applicable trademark categories in China. 78 Table of Contents In addition, pursuant to the PRC Trademark Law, counterfeit or unauthorized production of the label of another person’s registered trademark, or sale of any label that is counterfeited or produced without authorization will be deemed as an infringement to the exclusive right to use a registered trademark.
In November 2016, the Standing Committee of the National People’s Congress promulgated the PRC Cyber Security Law, which requires, among others, that network operators take security measures to protect the network from interference, damage and unauthorized access and prevent data from being divulged, stolen or tampered with.
In November 2016, the Standing Committee of the National People’s Congress promulgated the PRC Cyber Security Law, as most recently amended in October 2025 with effect as of January 2026, which requires, among others, that network operators take security measures to protect the network from interference, damage and unauthorized access and prevent data from being divulged, stolen or tampered with.
We have a dedicated team in charge of monitoring travel suppliers based on customer feedback, which also provides recommendations for travel suppliers to improve their service quality and the products they supply.
Supplier Quality Control We have developed product and service provision protocols for travel suppliers to follow. We have a dedicated team in charge of monitoring travel suppliers based on customer feedback, which also provides recommendations for travel suppliers to improve their service quality and the products they supply.
N-Booking System Our N-Booking system streamlines the interactions between us and travel suppliers. Our N-Booking system also allows travel suppliers to receive booking information real-time through the web or mobile devices to manage travel products more efficiently and understand customer preferences better.
N-Booking System We have developed a proprietary N-Booking system, accessible via web and mobile, that streamlines the interactions between us and travel suppliers. Our N-Booking system also allows travel suppliers to receive booking information real-time through the web or mobile devices to manage travel products more efficiently and understand customer preferences better.
In addition, as of December 31, 2024, we had 92 registered domain names that were material to our business, including tuniu.com , and 498 registered trademarks, including 途牛 (the Chinese characters of Tuniu). and , and in China. Insurance We maintain various insurance policies to safeguard against risks and unexpected events.
In addition, as of December 31, 2025, we had 99 registered domain names that were material to our business, including tuniu.com , and 494 registered trademarks, including 途牛 (the Chinese characters of Tuniu). and , and in China. 60 Table of Contents Insurance We maintain various insurance policies to safeguard against risks and unexpected events.
Our live streaming shows are mainly conducted and hosted by our employees. In addition, we also collaborate with external agencies that run live streaming sessions in their own channels to promote and sell our products. Competition We compete primarily with all other types of online travel companies. In addition, we compete with traditional travel service providers and tour operators.
In addition to having our own employees conduct and host live streaming shows, we collaborate with external agencies that run live streaming sessions on their own channels to promote and sell our products. Competition We compete primarily with all other types of online travel companies. In addition, we compete with traditional travel service providers and tour operators.
Dunde Yu and Anqiang Chen hold 80.89% and 19.11% equity interests in Nanjing Tuniu, respectively. Among the shareholders of Nanjing Tuniu, Mr. Dunde Yu is our founder, director and an ultimate shareholder of Tuniu Corporation. Mr. Anqiang Chen is our Financial Controller. Agreements that Enable us to Direct the Activities of Nanjing Tuniu Purchase Option Agreement .
Among the shareholders of Nanjing Tuniu, Mr. Dunde Yu is our founder, director and an ultimate shareholder of Tuniu Corporation. Mr. Anqiang Chen is our Financial Controller. Agreements that Enable us to Direct the Activities of Nanjing Tuniu Purchase Option Agreement .
The current industry entry clearance requirements governing investment activities in the PRC by foreign investors are set out in two categories, namely the 2024 Negative List and the Encouraged Industry Catalog for Foreign Investment (2022 version), which were promulgated by the National Development and Reform Commission and the Ministry of Commerce and took effect in January 2023 and November 2024, respectively.
The current industry entry clearance requirements governing investment activities in the PRC by foreign investors are set out in two categories, namely the 2024 Negative List and the Encouraged Industry Catalog for Foreign Investment (2025 version), both promulgated by the National Development and Reform Commission and the Ministry of Commerce.
As a result of these disposals, we recognized a disposal gain of RMB65.0 million in 2022. As of December 31, 2024, we received proceeds of RMB1.0 million (US$0.1 million) with an unpaid amount of RMB5.6 million (US$0.8 million), which we expect to receive by 2027.
As a result of these disposals, we recognized a disposal gain of RMB65.0 million and RMB24.1 million in 2022 and 2024, respectively. As of December 31, 2025, we received proceeds of RMB1.0 million (US$0.1 million) with a discounted unpaid amount of RMB9.3 million (US$1.3 million), which we expect to receive by 2029.
See “—Agreements that Enable us to Direct the Activities of Nanjing Tuniu” below. 82 Table of Contents The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entity and its principal subsidiaries, as of the date of this annual report on Form 20-F: (1) Messrs.
See “—Agreements that Enable us to Direct the Activities of Nanjing Tuniu” below. The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entity and its principal subsidiaries, as of the date of this annual report on Form 20-F: (1) Messrs. Dunde Yu and Anqiang Chen hold 80.89% and 19.11% equity interests in Nanjing Tuniu, respectively.
In addition, our presence in online social media such as WeChat and Weibo helps us maintain engagement with our targeted customers.
We promote our mobile app through advertisements in the mobile app store and various display advertisements. In addition, our presence in online social media such as WeChat and Weibo helps us maintain engagement with our targeted customers.
As such, we are able to deliver real-time information on product availability and provide our customers with prompt booking and order confirmations. Account Management . Travel suppliers can review transaction history details on our N-Booking system. They can also submit requests for early settlement of their account balance with us on a discounted basis. Data Analysis .
As such, we are able to deliver real-time information on product availability, provide our customers with prompt booking and order confirmations, and gain deeper insights into customer preferences. Account Management . Travel suppliers can review transaction history details on our N-Booking system. Data Analysis .
N-Booking System We have developed a proprietary N-Booking system, accessible via web and mobile, that offers travel suppliers the following features: Product Management . Travel suppliers can submit details of their travel products via an easy-to-navigate online interface.
N-Booking System Our N-Booking system streamlines the interactions between us and travel suppliers via web and mobile while offering travel suppliers the following features: Product Management . Travel suppliers can submit details of their travel products via an easy-to-navigate online interface.
Our N-Booking system provides travel suppliers with access to real-time inventory data and gives them a wide range of inventory management tools. Our N-Booking system also notifies travel suppliers of any changes in the inventory level of the travel products we source from them, which enables them to adjust their procurement and sales plans in a timely manner.
Our N-Booking system also notifies travel suppliers of any changes in the inventory level of the travel products we source from them, which enables them to adjust their procurement and sales plans in a timely manner, and allows them to receive booking information real-time through the web or mobile devices to manage travel products more efficiently.
Our product procurement team works closely with travel suppliers to ensure that customers are provided with high-quality travel products.
Product Selection We adopt an open-source procurement strategy to source quality travel products in the destinations we cover. Our product procurement team works closely with travel suppliers to ensure that customers are provided with high-quality travel products.
Since the amendments was released only for soliciting public comments at this stage and their provisions and anticipated adoption or effective date are subject to changes, there still exists substantial uncertainties with respect to the interpretation and implementation of the Cyber Security Law. 67 Table of Contents In August 2019, the Cyberspace Administration of China promulgated Provisions on Online Protection of Children’s Personal Information, which came into effect in October 2019.
Since the amendments recently became effective, there still exists substantial uncertainties with respect to its interpretation and implementation. 67 Table of Contents In August 2019, the Cyberspace Administration of China promulgated Provisions on Online Protection of Children’s Personal Information, which came into effect in October 2019.
Our web content processing system links user generated content which includes customer reviews, travel stories and tips as well as destination guides such as locations, hotels and tourist attractions. This allows users of our online platform to obtain information of different destinations and travel products and services in a user-friendly manner.
Our web content processing system links user generated content which includes customer reviews, travel stories and tips as well as destination guides such as locations, hotels and tourist attractions.
On September 12, 2022, the Cyberspace Administration of China released the Draft Amendments to the Cyber Security Law, which increases the legal liability for violations under the current Cyber Security Law and integrates and unifies the penalties for violation of network operation security protection obligations, violation of critical information infrastructure security protection obligations and violation of personal information protection obligations.
The most recently amended Cyber Security Law increases the legal liability for violations and integrates and unifies the penalties for violation of network operation security protection obligations, violation of critical information infrastructure security protection obligations and violation of personal information protection obligations.
In addition, travel suppliers can participate in biddings for priority listings, prominent placements for biddings and advertising displays on our website for the travel products they supply. Product Selection We adopt an open-source procurement strategy to source quality travel products in the destinations we cover.
In qualifying a potential travel supplier, we focus on its reputation, product quality, track record, credibility and price competitiveness. In addition, travel suppliers can participate in biddings for priority listings, prominent placements for biddings and advertising displays on our website for the travel products they supply.
Typically, we settle payment with travel suppliers on a monthly basis, although travel suppliers can also request for an early settlement on a discounted basis. To date, substantially all of the travel suppliers have sought to pursue continuing cooperation opportunities with us.
Typically, we settle payment with travel suppliers on a weekly basis. To date, substantially all of the travel suppliers have sought to pursue continuing cooperation opportunities with us. We conduct a rigorous process in qualifying travel suppliers and in selecting their travel products and services to be offered on our platform.
T ravel suppliers are able to develop an in-depth understanding of customers’ behaviors and preferences with our data mining and analytics capabilities. 57 Table of Contents Financial Services We operate small online credit companies which historically offered a range of financial services to complement our core leisure travel business, including travel financing products for travellers, loans for travel suppliers and cash lending services.
T ravel suppliers are able to develop an in-depth understanding of customers’ behaviors and preferences with our data mining and analytics capabilities. 57 Table of Contents Technology We have built our technology infrastructure with high levels of performance, reliability, scalability and security to ensure superior customer and supplier experiences.
Removed
We conduct a rigorous process in qualifying travel suppliers and in selecting their travel products and services to be offered on our platform. In qualifying a potential travel supplier, we focus on its reputation, product quality, track record, credibility and price competitiveness.
Added
In November 2025, we transferred the listing of our ADSs from the Nasdaq Global Select Market to Nasdaq Capital Market with trading symbol “Tuniu” unchanged. 52 Table of Contents On March 20, 2026, we announced to change the ratio of the ADSs to our Class A ordinary shares (the “ADS Ratio Change”), from the current ratio of one (1) ADS representing three (3) Class A ordinary shares to a new ratio of one (1) ADS representing thirty (30) Class A ordinary shares.
Removed
Supplier Quality Control We have developed product and service provision protocols for travel suppliers to follow. We have offline retail stores throughout China that help us closely track the performance of travel suppliers in each region.
Added
The ADS Ratio Change will have the same effect as a one-for-ten reverse ADS split and the ADS Ratio Change will be effective on or about April 22, 2026, U.S. Eastern Time, subject to the effectiveness of the post-effective amendment to the ADS Registration Statement on Form F-6 on or before that date.
Removed
We recently adjusted our business operations and reduced the scale of our financial services. At present, we provide loans for travel suppliers and cash lending services. Technology We have built our technology infrastructure with high levels of performance, reliability, scalability and security to ensure superior customer and supplier experiences.
Added
Our N-Booking system provides travel suppliers with access to real-time inventory data and gives them a wide range of inventory management tools.
Removed
We promote our mobile app through advertisements in the mobile app store and various display advertisements. We have also entered into agreements with a number of search engines, pursuant to which we have purchased travel-related keywords or directory links that direct users to our website.
Added
This allows users of our online platform to obtain information of different destinations and travel products and services in a user-friendly manner. 58 Table of Contents Artificial Intelligence (AI) Applications We are exploring the application of AI across various business functions.
Removed
Regulations on Employee Stock Option Plans In February 2012, SAFE promulgated the Stock Option Rules.
Added
In April 2025, we launched our proprietary travel AI agent, “AI Assistant Xiao Niu.” The assistant leverages large language models (LLMs) tailored to travel-specific use cases to provide customers with comprehensive services, including intelligent search, automated price comparison, personalized recommendations, and dynamic packaging. We continue to integrate AI and other technological tools into our daily operations.
Added
These initiatives have improved operational efficiency and helped control operating costs. We have observed growing adoption of our AI tools among both customers and employees.
Added
We have adopted an open-platform strategy by providing external AI agents, such as OpenClaw, with access to the travel booking capabilities available through our app via a Model Context Protocol (MCP) interface, enabling the AI agents to search for and place bookings directly. We intend to continue leveraging AI technologies to support our sustainable, high-quality growth.
Added
On December 18, 2025, the SAMR and the Cyberspace Administration of China jointly issued Measures for the Supervision and Administration of Livestreaming E-commerce, which took effect on Febuary 1, 2026, requiring livestreaming platforms to establish a graded and categorized administration system for livestreamers, strengthen content review mechanisms, and improve systems for handling illegal conducts on the livestreaming e-commerce platforms.
Added
The negative list of usage includes: (i) securities investment or other investment and wealth management (except for wealth management products and structured deposits with risk rating results of not higher than Grade II); (ii) granting loans to non-affiliated enterprises (except for circumstances where it is specified in the scope of business, or in four Pilot Free Trade Zone); or (iii) purchasing residential real estate not for self-use (except for enterprises engaging in real estate development and leasing operation).
Added
The Circular of the State Administration for Foreign Exchange on Deepening of Reform in the Administration of Foreign Exchange for Cross-border Investment and Financingm, or Circular 43 promulgated by SAFE on September 12, 2025 further narrows the negative list governing the use of capital account income originally stipulated under the Circular 28.
Added
Pursuant to the Circular 43, the restriction about funds “shall not be used to purchase residential properties for non-self-use purposes (except for enterprises engaged in real estate development or leasing operations)” has been removed from the negative list, while the remaining three categories of restrictions on the use of capital account income continue to apply.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

79 edited+9 added−44 removed38 unchanged
Sales and marketing expenses primarily comprise marketing and promotional expenses, salaries and other compensation expenses for our sales and marketing personnel, office rental, depreciation and other expenses related to our sales and marketing function.
Sales and marketing expenses . Sales and marketing expenses primarily comprise marketing and promotional expenses, salaries and other compensation expenses for our sales and marketing personnel, office rental, depreciation and other expenses related to our sales and marketing function.
Research and product development expenses primarily comprise salaries and other compensation expenses for our research and product development personnel as well as office rental, depreciation and other expenses related to our research and product development function.
Research and product development expenses primarily comprise salaries and other compensation expenses for our research and product development personnel as well as office rental, depreciation and other expenses related to our research and product development function.
Our net cash provided by investing activities was RMB40.9 million in 2023, primarily attributable to the purchase of short-term and long-term investments of RMB606.9 million and the purchase of property and equipment and intangible assets of RMB9.8 million and cash paid for long-term investments of RMB1.1 million, which were offset by the decrease in loan receivable of RMB75.8 million, the proceeds from maturity of short-term and long-term investments of RMB579.4 million, cash received from disposals of subsidiaries of RMB 3.2 million and cash received from dividend of equity investment of RMB0.2 million.
Our net cash provided by investing activities was RMB40.9 million in 2023, primarily attributable to the purchase of short-term and long-term investments of RMB606.9 million and the purchase of property and equipment and intangible assets of RMB9.8 million and cash paid for long-term investments of RMB1.1 million, which were offset by the decrease in loan receivable of RMB75.8 million, the proceeds from maturity of short-term and long-term investments of RMB579.4 million, cash received from disposals of subsidiaries of RMB 3.2 million and cash received from disposals of equity investments by dividend of RMB0.2 million.
Impairment of non-financial assets We evaluate our non-financial assets, including property and equipment, intangible assets, land use rights and operating lease rights-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Impairment of non-financial assets We evaluate our non-financial assets, including property and equipment, intangible assets, land use rights, prepayments for property and equipment and operating lease rights-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions. 94 Table of Contents E.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2026 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions. 94 Table of Contents E.
The low market capitalization as of December 31, 2024 was considered as an impairment indicator for this asset group and we further performed impairment assessment by comparing the undiscounted cash flow expected to be generated from the usage and eventual disposal of the asset group and the carrying value of the asset group, using the key assumptions including revenue growth rate, gross margin, operating expenses and working capital requirements.
The low market capitalization as of December 31, 2025 was considered as an impairment indicator for this asset group and we further performed impairment assessment by comparing the undiscounted cash flow expected to be generated from the usage and eventual disposal of the asset group and the carrying value of the asset group, using the key assumptions including revenue growth rate, gross margin, operating expenses and working capital requirements.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2024.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2025.
As of December 31, 2024, for the purpose of indebtedness, save as disclosed in our consolidated financial statements included elsewhere in this annual report, we did not have significant contingent liabilities. Holding Company Structure We are a holding company with no operations of our own. We conduct our business in China through our PRC subsidiaries and the consolidated affiliated entities.
As of December 31, 2025, for the purpose of indebtedness, save as disclosed in our consolidated financial statements included elsewhere in this annual report, we did not have significant contingent liabilities. Holding Company Structure We are a holding company with no operations of our own. We conduct our business in China through our PRC subsidiaries and the consolidated affiliated entities.
Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and would have a material adverse effect on our results of operations and the value of your investment.” Pursuant to the applicable PRC tax regulations, any entity conducting business in the service industry is generally required to pay value-added tax, or VAT, at the rate of 6% on the revenues generated from providing such services.
Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and would have a material adverse effect on our results of operations and the value of your investment.” 87 Table of Contents Pursuant to the applicable PRC tax regulations, any entity conducting business in the service industry is generally required to pay value-added tax, or VAT, at the rate of 6% on the revenues generated from providing such services.
Quantitative and Qualitative Disclosures about Market Risk—Foreign Exchange Risk.” Recent Accounting Pronouncements See Note 2(ag) to our consolidated financial statements included elsewhere in this annual report for discussion on recent issued accounting pronouncements. B.
Quantitative and Qualitative Disclosures about Market Risk—Foreign Exchange Risk.” Recent Accounting Pronouncements See Note 2(ah) to our consolidated financial statements included elsewhere in this annual report for discussion on recent issued accounting pronouncements. B.
Research and product development expenses decreased by 7.5% from 57.0 million in 2023 to RMB52.7 million (US$7.2 million) in 2024, primarily due to the decrease in research and product development personnel related expenses. ● Sales and marketing.
Research and product development expenses decreased by 7.5% from 57.0 million in 2023 to RMB52.7 million in 2024, primarily due to the decrease in research and product development personnel related expenses. ● Sales and marketing.
Sales and marketing expenses increased by 53.2% from RMB117.7 million in 2023 to RMB180.3 million (US$24.7 million) in 2024, primarily due to the increase in promotion expenses. ● General and administrative.
Sales and marketing expenses increased by 53.2% from RMB117.7 million in 2023 to RMB180.3 million in 2024, primarily due to the increase in promotion expenses. ● General and administrative.
Therefore, Nanjing Tuniu is eligible to enjoy a preferential tax rate of 15% from 2022 to 2024 to the extent it has taxable income under the Enterprise Income Tax Law, as long as it maintains the HNTE qualification and duly conducts enterprise income tax filing procedures with the tax authority. Tuniu Nanjing Information Technology qualified as an HNTE since 2017.
Therefore, Nanjing Tuniu is eligible to enjoy a preferential tax rate of 15% from 2025 to 2027 to the extent it has taxable income under the Enterprise Income Tax Law, as long as it maintains the HNTE qualification and duly conducts enterprise income tax filing procedures with the tax authority. Tuniu Nanjing Information Technology qualified as an HNTE since 2017.
As a percentage of net revenues, cost of revenues was 33.4% in 2023 compared to 30.3% in 2024. Operating Expenses . Operating expenses decreased by 25.5% from RMB395.6 million in 2023 to RMB294.8 million (US$40.4 million) in 2024, primarily due to the decrease in gain on disposals of subsidiaries. 89 Table of Contents ● Research and product development.
As a percentage of net revenues, cost of revenues was 33.4% in 2023 compared to 30.3% in 2024. Operating Expenses . Operating expenses decreased by 25.5% from RMB395.6 million in 2023 to RMB294.8 million in 2024, primarily due to the decrease in gain on disposals of subsidiaries. ● Research and product development.
Other revenues decreased by 1.6% from RMB107.9 million in 2023 to RMB106.2 million (US$14.5 million) in 2024, primarily due to the decrease in revenues generated from our financial services. Cost of Revenues . Our cost of revenues increased by 5.4% from RMB147.6 million in 2023 to RMB155.6 million (US$21.3 million) in 2024.
Other revenues decreased by 1.6% from RMB107.9 million in 2023 to RMB106.2 million in 2024, primarily due to the decrease in revenues generated from our financial services. Cost of Revenues . Our cost of revenues increased by 5.4% from RMB147.6 million in 2023 to RMB155.6 million in 2024.
Revenues from packaged tours were recognized when the tours depart, except for revenues from our own local tour operator business in which we act as principal, which were recognized over time during the period of packaged tours.
Revenues from packaged tours were recognized when the tours depart, except for revenues for our own brand Niu Tour business in which we act as principal, which were recognized over time during the period of packaged tours.
General and administrative expenses decreased by 22.6% from RMB113.2 million in 2023 to RMB87.7 million (US$12.0 million) in 2024, primarily due to the impairment of property and equipment under the net method of recording in 20 24. ● Other operating income.
General and administrative expenses decreased by 22.6% from RMB113.2 million in 2023 to RMB87.7 million in 2024, primarily due to the impairment of property and equipment under the net method of recording in 2024. ● Other operating income.
The costs and expenses were affected by the level of spending associated with our business operations, including expenses related to regional expansion, branding and advertising campaigns, mobile related initiatives, technology, product development and administrative personnel, such as share-based compensation.
The costs and expenses were affected by the level of spending associated with our business operations, including expenses related to regional expansion, branding and advertising campaigns, mobile related initiatives, technology, product development and administrative personnel, such as share-based compensation. See “Item 3. Key Information—D.
Based on our assessment, the undiscounted cash flow of the asset group was higher than the carrying value of the asset group and hence no impairment of non-financial assets for the core business was recognized during the year ended December 31, 2024.
Based on our assessment, the undiscounted cash flow of the asset group was higher than the carrying value of the asset group and hence no impairment of non-financial assets was recognized during the year ended December 31, 2025.
Risk Factors—Risks Related to Our Business and Industry—We face risks related to natural disasters and health epidemics.” We have resumed normalized operations in 2023. Selected Income Statement Items Revenues We generate revenues primarily from sales of packaged tours, which consist of organized tours and self-guided tours.
Risk Factors—Risks Related to Our Business and Industry—We face risks related to natural disasters and health epidemics.” Selected Income Statement Items Revenues We generate revenues primarily from sales of packaged tours, which consist of organized tours and self-guided tours.
Our other revenues are primarily generated from (i) service fees received from insurance companies, (ii) commission fees from other travel-related products and services, such as tourist attraction tickets, visa application services, accommodation reservation and transportation ticketing, with revenue recognized of RMB46.3 million, RMB44.6 million and RMB47.9 million (US$6.56 million) for the years ended December 31, 2022, 2023 and 2024, respectively, (iii) fees for advertising services that we provide primarily to domestic and foreign tourism boards and bureaus, with revenue recognized of RMB12.2 million, RMB27.6 million and RMB31.3 million (US$4.29 million) for the years ended December 31, 2022, 2023 and 2024, respectively and (iv) sales of merchandises, whereas we are acting as a principal in these transactions and are responsible for fulfilling the promise to provide the specified merchandises, for which revenue is recognized on gross basis with revenue recognized of RMB15.2 million, RMB6.3 million and RMB7.9 million (US$1.1 million) for the years ended December 31, 2022, 2023 and 2024, respectively.
Our other revenues are primarily generated from (i) commission fees from other travel-related products and services, such as tourist attraction tickets, visa application services, accommodation reservation and transportation ticketing, with revenue recognized of RMB44.6 million, RMB47.9 million and RMB37.3million (US$5.3 million) for the years ended December 31, 2023, 2024 and 2025, respectively and (ii) fees for advertising services that we provide primarily to domestic and foreign tourism boards and bureaus, with revenue recognized of RMB27.6 million, RMB31.3 million and RMB29.3 million (US$4.2 million) for the years ended December 31, 2023, 2024 and 2025, respectively and (iii) service fees received from insurance companies, with revenue recognized of RMB8.4 million, RMB11.2 million and RMB10.5 million (US$1.5 million) for the years ended December 31, 2023, 2024 and 2025, respectively and (iv) sales of merchandises, whereas we are acting as a principal in these transactions and are responsible for fulfilling the promise to provide the specified merchandises, for which revenue is recognized on gross basis with revenue recognized of RMB6.3 million, RMB7.9 million and RMB3.6 million (US$0.5 million) for the years ended December 31, 2023, 2024 and 2025, respectively.
In 2022, Nanjing Tuniu obtained a new HNTE certificate, which expires in 2025.
In 2025, Nanjing Tuniu obtained a new HNTE certificate, which expires in 2028.
Generally, our customers pay us upon contract confirmation, which is usually more than one month before the departure dates, and we pay the travel suppliers at a later date, such as at the end of each month.
Generally, our customers pay us upon contract confirmation, which is usually more than one month before the departure dates, and we pay the travel suppliers at a later date.
Operating Results Overview We are an online leisure travel company in China that generates revenue from packaged tours and travel-related services for leisure travelers. We generated net revenues of RMB183.6 million, RMB441.3 million and RMB513.6 million (US$70.3 million) in 2022, 2023 and 2024, respectively.
Operating Results Overview We are an online leisure travel company in China that generates revenue from packaged tours and travel-related services for leisure travelers. We generated net revenues of RMB441.3 million, RMB513.6 million and RMB578.0 million (US$82.6 million) in 2023, 2024 and 2025, respectively.
Packaged tours consist of organized tours and self-guided tours. In 2022, 2023 and 2024, revenues from sales of packaged-tours were RMB70.3 million, RMB333.4 million and RMB407.5 million (US$55.8 million), respectively. Under the organized tour arrangements with the tour operators, our role is an agent that provides tour booking services to the tour operators and travellers.
Packaged tours consist of organized tours and self-guided tours. In 2023, 2024 and 2025, revenues from sales of packaged-tours were RMB333.4 million, RMB407.5 million and RMB493.5 million (US$70.6 million), respectively. Under the organized tour arrangements with the tour operators, our role is an agent that provides tour booking services.
Revenues from packaged tours increased by 22.2% from RMB333.4 million in 2023 to RMB407.5 million (US$55.8 million) in 2024, primarily due to the growth of organized tours as a result of increasing travel demands after the COVID-19 pandemic. ● Other revenues.
Net revenues were RMB441.3 million and RMB513.6 million in 2023 and 2024, respectively. ● Revenues from packaged tours. Revenues from packaged tours increased by 22.2% from RMB333.4 million in 2023 to RMB407.5 million in 2024, primarily due to the growth of organized tours as a result of increasing travel demands after the COVID-19 pandemic. ● Other revenues.
In addition, as of December 31, 2023 and 2024, we obtained cash from banks by discounting of bank acceptance notes with the amount of RMB179.0 million and RMB180.0 million (US$24.7 million), respectively, which are repayable within one year with interests rate ranging from 0.9% to 1.25%.
As of December 31, 2024 and 2025, we obtained cash from banks by discounting of bank acceptance notes with the amount of RMB180.0 million and RMB100.0 million (US$14.3 million), respectively, which are repayable within one year with interest rate ranging from 0.9% to 1.25%.
Our net cash provided by operating activities was RMB232.8 million in 2023, primarily attributable to cash inflows from sales of our travel products and services of RMB3,455.3 million and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB50.8 million, that were offset by cash outflows due to payments to travel suppliers of RMB2,982.1 million, payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB164.2 million, payments for marketing and promotional activities, office rental and utilities and professional services of RMB63.3 million and payments of taxes and levies of RMB19.2 million.
Our net cash provided by operating activities was RMB96.3 million in 2024, primarily attributable to cash inflows from sales of our travel products and services of RMB3,721.7 million and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB54.2 million, that were offset by cash outflows due to payments to travel suppliers of RMB3351.3 million, payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB174.3 million, payments for marketing and promotional activities, office rental and utilities and professional services of RMB138.8 million and payments of taxes and levies of RMB15.2 million.
Our research and product development expenses increased from RMB50.8 million in 2022 to RMB57.0 million in 2023, and decreased to RMB52.7 million (US$7.2 million) million in 2024, primarily due to the decrease in research and development personnel related expenses. D.
Our research and product development expenses decreased from RMB57.0 million in 2023 to RMB52.7 million in 2024, but increased to RMB59.0 million (US$8.4 million) million in 2025, primarily due to the fluctuations in research and development personnel related expenses. D.
Moreover, our sales and marketing expenses increased from RMB103.6 million in 2022 to RMB117.7 million in 2023, primarily due to the increases in promotion expenses and marketing personnel related expenses, and further increased to RMB180.3 million (US$24.7 million) in 2024, primarily due to the increases in promotion expenses and marketing personnel related expenses.
Moreover, our sales and marketing expenses increased from RMB117.7 million in 2023 to RMB180.3 million in 2023 and further increased to RMB193.9 million (US$27.7 million) in 2025, primarily due to the increases in promotion expenses and marketing personnel related expenses.
Our ability to achieve and maintain profitability depends on our ability to effectively reduce our costs and expenses as a percentage of our net revenues. Our cost of revenues were RMB94.1 million, RMB147.6 million and RMB155.6 million (US$21.3 million) in 2022, 2023 and 2024, respectively, representing 51%, 33% and 30% of our revenues, respectively.
Our ability to achieve and maintain profitability depends on our ability to effectively reduce our costs and expenses as a percentage of our net revenues. Our cost of revenues were RMB147.6 million, RMB155.6 million and RMB243.0 million (US$34.7 million) in 2023, 2024 and 2025, respectively, representing 33%, 30% and 42% of our revenues, respectively.
As a result of the foregoing, net loss decreased from RMB203.0 million in 2022 to RMB101.1 million in 2023. 90 Table of Contents Foreign Currency For the year ended December 31, 2024, we recorded RMB8.0 million (US$1.1 million) of net foreign currency translation gain in accumulated other comprehensive income as a component of shareholders’ equity.
As a result of the foregoing, there is a net income of RMB83.7 million in 2024, compared to a loss of RMB101.1 million in 2023. 90 Table of Contents Foreign Currency For the year ended December 31, 2025, we recorded RMB6.0 million (US$0.9 million) of net foreign currency translation loss in accumulated other comprehensive income as a component of shareholders’ equity.
Our net cash used in financing activities in 2023 was RMB22.6 million, primarily attributable to RMB400.8 million for repayments of short-term and long-term borrowings and RMB0.6 million for acquisition of noncontrolling interests of subsidiaries, which were partially offset by RMB8,849.9 of proceeds from employees exercising stock options, RMB378.0 million of proceeds from short-term and long-term borrowings and cash contribution from noncontrolling interests of RMB0.8 million.
Our net cash used in financing activities in 2023 was RMB22.6 million, primarily attributable to RMB400.8 million for repayments of short-term and long-term borrowings, which were partially offset by RMB378.0 million of proceeds from short-term and long-term borrowings.
The issuance of notes payable is pledged by our company’s bank deposits of RMB179.0 million and RMB180.0 million as of December 31, 2023 and 2024, which were recorded in short-term investments. We had net losses of RMB203.0 million, RMB101.1 million and net income of RMB83.7 million (US$11.5 million), for the years ended December 31, 2022, 2023 and 2024, respectively.
The issuance of notes payable is pledged by our company’s bank deposits of RMB180.0 million and RMB100.0 million (US$14.3 million) as of December 31, 2024 and 2025, which were recorded in short-term investments. 91 Table of Contents We had net loss of RMB101.1 million and net income of RMB83.7 million and RMB29.7 million (US$4.2 million), for the years ended December 31, 2023, 2024 and 2025, respectively.
Our net cash used in operating activities was RMB143.0 million for the years ended December 31, 2022, and our net cash provided by operating activities was RMB232.8 million and RMB96.3 million (US$13.2 million) for the year ended December 31, 2023 and 2024, respectively.
Our net cash provided by operating activities was RMB232.8 million and RMB96.3 million for the year ended December 31, 2023 and 2024 respectively, and our net cash used in operating activities was RMB109.1 million (US$15.6 million) for the year ended December 31, 2025.
Therefore, Tuniu Nanjing Information Technology is eligible to enjoy a preferential tax rate of 15% from 2023 to 2025 to the extent it has taxable income under the Enterprise Income Tax Law, as long as it maintains the HNTE qualification and duly conducts enterprise income tax filing procedures with the tax authority. 87 Table of Contents Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income, which became effective on December 8, 2006, a company incorporated in Hong Kong, such as Tuniu (HK) Limited, will be subject to withholding income tax at a rate of 5% on dividends it receives from its PRC subsidiaries, if it holds a 25% or more interest in that particular PRC subsidiary, or 10% if it holds less than a 25% interest in that PRC subsidiary.
Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income, which became effective on December 8, 2006, a company incorporated in Hong Kong, such as Tuniu (HK) Limited, will be subject to withholding income tax at a rate of 5% on dividends it receives from its PRC subsidiaries, if it holds a 25% or more interest in that particular PRC subsidiary, or 10% if it holds less than a 25% interest in that PRC subsidiary.
Financing Activities Our net cash used in financing activities in 2024 was RMB74.0 million (US$10.1 million), primarily attributable to RMB361.0 million (US$49.5 million) for repayments of short-term and long-term borrowings and RMB27.2 million (US$3.7 million) for repurchase of redeemable noncontrolling interests and RMB44.9 million (US$6.2 million) for payment of share repurchase, which were partially offset by RMB29,500.0 (US$4,041.5) of proceeds from employees exercising stock options, RMB359.0 million (US$49.2 million) of proceeds from short-term and long-term borrowings and cash contribution from noncontrolling interests of RMB52,500.0 (US$7,192.5).
Our net cash used in financing activities in 2024 was RMB74.0 million, primarily attributable to RMB361.0 million for repayments of short-term and long-term borrowings and RMB27.2 million for repurchase of redeemable noncontrolling interests and RMB44.9 million for payment of share repurchase, which were partially offset by RMB359.0 million of proceeds from short-term and long-term borrowings.
Material Cash requirements Our material cash requirements as of December 31, 2024 mainly include debt obligations, operating lease obligations and capital expenditure commitments, as below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by Period ​ ​ ​ ​ Less Than ​ ​ ​ ​ ​ More Than ​ Total 1 Year 1-3 Years 3-5 Years 5 Years ​ (In RMB thousands) Operating Lease Obligations 5,952 ​ 2,038 ​ 2,984 ​ 420 ​ 510 Bank Borrowings 36 ​ 36 ​ — ​ — ​ — Capital Commitments 1,079 ​ 1,079 ​ — ​ — ​ — ​ Our operating lease obligations represent our obligations for the leased premises of our headquarter and offline retail stores.
Material Cash requirements Our material cash requirements as of December 31, 2025 mainly include debt obligations, operating lease obligations and capital expenditure commitments, as below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by Period ​ ​ ​ ​ Less Than ​ ​ ​ ​ ​ More Than ​ ​ ​ ​ Total ​ ​ ​ 1 Year ​ ​ ​ 1-3 Years ​ ​ ​ 3-5 Years ​ ​ ​ 5 Years ​ ​ ​ ​ (In RMB thousands) Operating Lease Obligations 5,612 ​ 2,207 ​ 2,110 ​ 228 ​ 1,067 Bank Borrowings 35 ​ 35 ​ — ​ — ​ — Capital Commitments 1,040 ​ 1,040 ​ — ​ — ​ — ​ Our operating lease obligations primarily represent our obligations for the leased premises of our headquarter.
The following table sets forth the components of our revenues in absolute amounts and as percentages of our net revenues for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Revenues: Packaged tours 70,314 ​ 38.3 ​ 333,357 ​ 75.5 ​ 407,462 ​ 55,822 ​ 79.3 Others 113,306 ​ 61.7 ​ 107,913 ​ 24.5 ​ 106,160 ​ 14,544 ​ 20.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues 183,620 ​ 100.0 ​ 441,270 ​ 100.0 ​ 513,622 ​ 70,366 ​ 100.0 ​ 85 Table of Contents Packaged tours .
The following table sets forth the components of our revenues in absolute amounts and as percentages of our net revenues for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except percentages) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Packaged tours 333,357 ​ 75.5 ​ 407,462 ​ 79.3 ​ 493,481 ​ 70,567 ​ 85.4 Others 107,913 ​ 24.5 ​ 106,160 ​ 20.7 ​ 84,493 ​ 12,082 ​ 14.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues 441,270 ​ 100.0 ​ 513,622 ​ 100.0 ​ 577,974 ​ 82,649 ​ 100.0 ​ Packaged tours .
Research and product development expenses also include expenses that are incurred in connection with the planning and implementation phases of development and costs that are associated with the maintenance of our online platform or software for internal use.
Research and product development expenses also include expenses that are incurred in connection with the planning and implementation phases of development and costs that are associated with the maintenance of our online platform or software for internal use. Research and product development expenses were RMB57.0 million, RMB52.7 million and RMB59.0 million (US$8.4 million) in 2023, 2024 and 2025, respectively.
When our assumptions related to the estimates of the fair value of the investments decreased/increased by 5% while holding all other estimates constant, there would be no significant impact to our consolidated results of operations. Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired in business combinations.
When our assumptions related to the estimates of the fair value of the investments decreased/increased by 5% while holding all other estimates constant, there would be no significant impact to our consolidated results of operations.
On May 6, 2016, the State Taxation Administration issued the Administrative Measures for Value Added Tax Exemption on Cross-border Taxable Activities under the Program for the Collection of Value Added-Tax Instead of Business Tax, which was most recently amended on June 15, 2018, pursuant to which the tourism services provided overseas are exempted from VAT. ​ 88 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations in absolute amounts and as percentages of our net revenues for the periods indicated.
On May 6, 2016, the State Taxation Administration issued the Administrative Measures for Value Added Tax Exemption on Cross-border Taxable Activities under the Program for the Collection of Value Added-Tax Instead of Business Tax, which was most recently amended on June 15, 2018, pursuant to which the tourism services provided overseas are exempted from VAT.
The following table sets forth a summary of our cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ (in thousands, except percentages) Net cash (used in)/provided by operating activities (142,991) ​ 232,838 ​ 96,281 ​ 13,189 Net cash (used in)/provided by investing activities (51,828) ​ 40,930 ​ 26,661 ​ 3,654 Net cash used in by financing activities (486) ​ (22,579) ​ (73,979) ​ (10,135) Effect of exchange rate changes on cash, cash equivalents and restricted cash (2,406) ​ (4,183) ​ (2,789) ​ (383) Net (decrease) /increase in cash, cash equivalents and restricted cash (197,711) ​ 247,004 ​ 46,174 ​ 6,325 Cash, cash equivalents and restricted cash at the beginning of year 395,598 ​ 197,887 ​ 444,891 ​ 60,950 Cash, cash equivalents and restricted cash at the end of year 197,887 ​ 444,891 ​ 491,065 ​ 67,275 ​ Operating Activities Our net cash provided by operating activities was RMB96.3 million (US$13.2 million) in 2024, primarily attributable to cash inflows from sales of our travel products and services of RMB3,721.7 million (US$509.9 million) and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB54.2 million (US$7.4 million), that were offset by cash outflows due to payments to travel suppliers of RMB3351.3 million (US$459.1 million), payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB174.3 million (US$23.9 million), payments for marketing and promotional activities, office rental and utilities and professional services of RMB138.8million (US$19.0 million) and payments of taxes and levies of RMB15.2 million (US$2.1 million).
The following table sets forth a summary of our cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ RMB ​ RMB ​ ​ ​ US$ ​ ​ ​ ​ (in thousands, except percentages) Net cash provided by/ (used in) operating activities 232,838 ​ 96,281 ​ (109,068) ​ (15,598) Net cash provided by investing activities 40,930 ​ 26,661 ​ 4,876 ​ 698 Net cash used in financing activities (22,579) ​ (73,979) ​ (160,087) ​ (22,891) Effect of exchange rate changes on cash, cash equivalents and restricted cash (4,183) ​ (2,789) ​ (9,336) ​ (1,335) Net increase/ (decrease) in cash, cash equivalents and restricted cash 247,004 ​ 46,174 ​ (273,615) ​ (39,126) Cash, cash equivalents and restricted cash at the beginning of year 197,887 ​ 444,891 ​ 491,065 ​ 70,221 Cash, cash equivalents and restricted cash at the end of year 444,891 ​ 491,065 ​ 217,450 ​ 31,095 ​ Operating Activities Our net cash used in operating activities was RMB109.1 million (US$15.6 million) in 2025, primarily attributable to cash inflows from sales of our travel products and services of RMB3,827.2 million (US$547.3 million) and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB52.9 million (US$7.6 million), that were offset by cash outflows due to payments to travel suppliers of RMB3,643.7 million (US$521.0 million), payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB184.5 million (US$26.4 million), payments for marketing and promotional activities, office rental and utilities and professional services of RMB159.6 million (US$22.8 million) and payments of taxes and levies of RMB1.4 million (US$0.2 million).
The following table sets forth the components of our operating expenses in absolute amounts and as percentages of our net revenues for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Operating expenses: ​ ​ ​ ​ ​ ​ Research and product development (50,799) ​ (27.7) ​ (56,974) ​ (12.9) ​ (52,682) ​ (7,217) ​ (10.3) Sales and marketing (103,617) ​ (56.4) ​ (117,706) ​ (26.7) ​ (180,321) ​ (24,704) ​ (35.1) General and administrative (108,935) ​ (59.3) ​ (113,221) ​ (25.7) ​ (87,657) ​ (12,009) ​ (17.1) Impairment of goodwill ​ (112,102) ​ (61.0) ​ (114,661) ​ (26.0) ​ — ​ — ​ (0.0) Other operating income 75,685 ​ 41.2 ​ 7,009 ​ 1.6 ​ 25,888 ​ 3,547 ​ 5.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses (299,768) ​ (163.2) ​ (395,553) ​ (89.6) ​ (294,772) ​ (40,383) ​ (57.4) 86 Table of Contents Research and product development expenses .
The following table sets forth the components of our operating expenses in absolute amounts and as percentages of our net revenues for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except percentages) Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and product development (56,974) ​ (12.9) ​ (52,682) ​ (10.3) ​ (58,979) ​ (8,434) ​ (10.2) Sales and marketing (117,706) ​ (26.6) ​ (180,321) ​ (35.0) ​ (193,884) ​ (27,725) ​ (33.6) General and administrative (113,221) ​ (25.7) ​ (87,657) ​ (17.1) ​ (71,848) ​ (10,274) ​ (12.4) Impairment of goodwill ​ (114,661) ​ (26.0) ​ — ​ (0.0) ​ — ​ — ​ (0.0) Other operating income 7,009 ​ 1.6 ​ 25,888 ​ 5.0 ​ 964 ​ 138 ​ 0.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses (395,553) ​ (89.6) ​ (294,772) ​ (57.4) ​ (323,747) ​ (46,295) ​ (56.0) ​ Research and product development expenses .
Our net cash used in operating activities was RMB143.0 million in 2022, primarily attributable to cash inflows from sales of our travel products and services of RMB2,180.1 million and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB89.3 million, that were offset by cash outflows due to payments to travel suppliers of RMB2,080.8 million, payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB200.4 million, payments for marketing and promotional activities, office rental and utilities and professional services of RMB121.4 million and payments of taxes and levies of RMB9.8 million. 92 Table of Contents Investing Activities Our net cash provided by investing activities was RMB26.6 million (US$3.7 million) in 2024, primarily attributable to the purchase of short-term and long-term investments of RMB636.5 million (US$87.2 million), the decrease in cash from disposals of subsidiaries of RMB7.1 million (US$1.0 million) and the purchase of property and equipment and intangible assets of RMB11.8 million (US$1.6 million), which were offset by the decrease in loan receivable of RMB5.4 million (US$0.7 million), the proceeds from maturity of short-term and long-term investments of RMB668.1 million (US$91.5 million) and the cash received from dividend of equity investment of RMB8.6 million (US$1.2 million).
Our net cash provided by operating activities was RMB232.8 million in 2023, primarily attributable to cash inflows from sales of our travel products and services of RMB3,455.3 million and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB50.8 million, that were offset by cash outflows due to payments to travel suppliers of RMB2,982.1 million, payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB164.2 million, payments for marketing and promotional activities, office rental and utilities and professional services of RMB63.3 million and payments of taxes and levies of RMB19.2 million. 92 Table of Contents Investing Activities Our net cash provided by investing activities was RMB4.9 million (US$0.7 million) in 2025, primarily attributable to the purchase of short-term and long-term investments of RMB700.4 million (US$100.2 million) and the purchase of property and equipment and intangible assets of RMB7.1 million (US$1.0 million), which were offset by the decrease in loan receivable of RMB21.1 million (US$3.0 million), the proceeds from maturity of short-term and long-term investments of RMB580.2 million (US$83.0 million), cash received from disposals of subsidiaries of RMB1.0 million (US$0.1 million), cash received from disposals of equity investments by dividend of RMB24.1 million (US$3.5 million) and cash received from disposals of land use right and construction in progress of RMB85.9 million (US$12.3 million).
Our net cash used in investing activities was RMB51.8 million in 2022, primarily attributable to the purchase of short-term and long-term investments of RMB462.5 million, the decrease in cash from disposals of subsidiaries of RMB16.1 million and the purchase of property and equipment and intangible assets of RMB6.5 million, which were offset by the decrease in loan receivable of RMB51.3 million, the proceeds from maturity of short-term and long-term investments of RMB381.9 million and cash received from dividend of equity investment of RMB0.1 million.
Our net cash provided by investing activities was RMB26.6 million in 2024, primarily attributable to the purchase of short-term and long-term investments of RMB636.5 million, the decrease in cash from disposals of subsidiaries of RMB7.1 million and the purchase of property and equipment and intangible assets of RMB11.8 million, which were offset by the decrease in loan receivable of RMB5.4 million, the proceeds from maturity of short-term and long-term investments of RMB668.1 million and cash received from disposals of equity investments by dividend of RMB8.6 million.
Furthermore, prepayments and other current assets decreased from RMB243.0 million as of December 31, 2022 to RMB234.2 million as of December 31, 2023 and further increased to RMB235.4 million (US$32.3 million) as of December 31, 2024.
Furthermore, prepayments and other current assets, net, increased from RMB234.2 million as of December 31, 2023 to RMB235.4 million as of December 31, 2024 and decreased to RMB157.6 million (US$22.5 million) as of December 31, 2025.
Our operating expenses were RMB299.8 million, RMB395.6 million and RMB294.8 million (US$40.4 million) in 2022, 2023 and 2024, respectively, representing 163%, 90% and 57% of our revenues, respectively.
Our operating expenses were RMB395.6 million, RMB294.8 million and RMB323.7 million (US$46.3 million) in 2023, 2024 and 2025, respectively, representing 90%, 57% and 56% of our revenues, respectively.
Our sales and marketing expenses were RMB103.6 million, RMB117.7 million and RMB180.3 million (US$24.7 million) in 2022, 2023 and 2024, respectively. ​ General and administrative expenses . General and administrative expenses primarily comprise salaries and other compensation expenses for our administrative personnel, professional service fees, office rental, depreciation, bad debt and other expenses related to our administrative function.
General and administrative expenses primarily comprise salaries and other compensation expenses for our administrative personnel, professional service fees, office rental, depreciation, bad debt and other expenses related to our administrative function. General and administrative expenses were RMB113.2 million, RMB87.7 million and RMB71.8 million (US$10.3 million) in 2023, 2024 and 2025, respectively. Impairment of goodwill.
Under the current laws of the Cayman Islands, we are not subject to income or capital gains tax. Hong Kong Companies registered in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with Hong Kong tax laws.
In addition, dividend payments are not subject to withholding tax in the Cayman Islands. Hong Kong Companies registered in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong.
Operating Expenses Our operating expenses were RMB299.8 million, RMB395.6 million and RMB294.8 million (US$40.4 million) in 2022, 2023 and 2024, respectively.
Operating Expenses Our operating expenses were RMB395.6 million, RMB294.8 million and RMB323.7 million (US$46.3 million) in 2023, 2024 and 2025, respectively.
Other operating income increased from RMB7.0 million in 2023 to RMB25.6 million (US$3.5 million) in 2024, primarily due to the decrease in gain on disposals of subsidiaries. Net (loss)/income . As a result of the foregoing, there is a net income of RMB83.7 million (US$11.5 million) in 2024, compared to a loss of RMB101.1 million in 2023.
Other operating income increased from RMB7.0 million in 2023 to RMB25.6 million in 2024, primarily due to the decrease in gain on disposals of subsidiaries. Net (loss)/income .
Our cost of revenues mainly consists of salaries and other compensation-related expenses related to our tour advisors, customer services representatives, other personnel related to tour transactions and other expenses directly attributable to our principal operations, primarily including payment processing fees, telecommunication expenses, rental expenses, depreciation expenses, cost of merchandises and other service fees for financial service.
Our cost of revenues mainly consists of amounts paid to tour operators or suppliers in connection with our own brand Niu Tour business in which we act as a principal, for which revenues are recognized on gross basis, salaries and other compensation-related expenses related to our tour advisors, customer services representatives, other personnel related to tour transactions and other expenses directly attributable to our principal operations, primarily including payment processing fees, telecommunication expenses, rental expenses, depreciation expenses, cost of merchandises and other service fees for financial service.
Our cash and cash equivalents consist of cash on hand and cash in bank, including demand bank deposits. Our short-term investments comprise financial products issued by banks or other financial institutions. As of December 31, 2023 and 2024, we had RMB1,222.8 million and RMB923.9 million (US$126.6 million) in cash and cash equivalents, restricted cash and short-term investments, respectively.
Our short-term investments comprise financial products issued by banks or other financial institutions. As of December 31, 2024 and 2025, we had RMB1,267.2 million and RMB1,139.1 million (US$162.9 million) in cash and cash equivalents, restricted cash, short-term investments and long-term deposits, respectively.
The period-to-period comparisons of results of operations should not be relied upon as indicative of future performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Revenues: Packaged tours 70,314 ​ 38.3 ​ 333,357 ​ 75.5 ​ 407,462 ​ 55,822 ​ 79.3 Others 113,306 ​ 61.7 ​ 107,913 ​ 24.5 ​ 106,160 ​ 14,544 ​ 20.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues 183,620 ​ 100.0 ​ 441,270 ​ 100.0 ​ 513,622 ​ 70,366 ​ 100.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues (94,066) ​ (51.2) ​ (147,581) ​ (33.4) ​ (155,590) ​ (21,316) ​ (30.3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit 89,554 ​ 48.8 ​ 293,689 ​ 66.6 ​ 358,032 ​ 49,050 ​ 69.7 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and product development (50,799) ​ (27.7) ​ (56,974) ​ (12.9) ​ (52,682) ​ (7,217) ​ (10.3) Sales and marketing (103,617) ​ (56.4) ​ (117,706) ​ (26.7) ​ (180,321) ​ (24,704) ​ (35.1) General and administrative (108,935) ​ (59.3) ​ (113,221) ​ (25.7) ​ (87,657) ​ (12,009) ​ (17.1) Impairment of goodwill ​ (112,102) ​ (61.0) ​ (114,661) ​ (26.0) ​ — ​ — ​ (0.0) Other operating income 75,685 ​ 41.2 ​ 7,009 ​ 1.6 ​ 25,888 ​ 3,547 ​ 5.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations (210,214) ​ (114.4) ​ (101,864) ​ (23.1) ​ 63,260 ​ 8,667 ​ 12.3 Other income/(expenses): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest and investment income 27,181 ​ 14.8 ​ 5,689 ​ 1.3 ​ 19,866 ​ 2,722 ​ 3.9 Interest expense (4,912) ​ (2.7) ​ (3,525) ​ (0.8) ​ (3,320) ​ (455) ​ (0.6) Foreign exchange gains/(losses), net (22,210) ​ (12.1) ​ (6,483) ​ (1.5) ​ (6,837) ​ (937) ​ (1.3) Other income, net 6,136 ​ 3.3 ​ 7,107 ​ 1.6 ​ 10,081 ​ 1,381 ​ 2.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income tax expense (204,019) ​ (111.1) ​ (99,076) ​ (22.5) ​ 83,050 ​ 11,378 ​ 16.2 Income tax (expense)/benefit 731 ​ 0.4 ​ (1,441) ​ (0.3) ​ (837) ​ (115) ​ (0.2) Equity in income/(loss) of affiliates 292 ​ 0.2 ​ (580) ​ (0.1) ​ 1,486 ​ 204 ​ 0.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income (202,996) ​ (110.5) ​ (101,097) ​ (22.9) ​ 83,699 ​ 11,467 ​ 16.3 ​ Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net Revenues .
The period-to-period comparisons of results of operations should not be relied upon as indicative of future performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2023 ​ 2024 ​ 2025 ​ ​ ​ ​ RMB ​ ​ ​ % ​ ​ ​ RMB ​ % ​ ​ ​ RMB ​ ​ ​ US$ ​ ​ ​ % ​ ​ (in thousands, except percentages) Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Packaged tours 333,357 ​ 75.5 ​ 407,462 ​ 79.3 ​ 493,481 ​ 70,567 ​ 85.4 Others 107,913 ​ 24.5 ​ 106,160 ​ 20.7 ​ 84,493 ​ 12,082 ​ 14.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues 441,270 ​ 100.0 ​ 513,622 ​ 100.0 ​ 577,974 ​ 82,649 ​ 100.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues (147,581) ​ (33.4) ​ (155,590) ​ (30.3) ​ (242,992) ​ (34,747) ​ (42.0) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit 293,689 ​ 66.6 ​ 358,032 ​ 69.7 ​ 334,982 ​ 47,902 ​ 58.0 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and product development (56,974) ​ (12.9) ​ (52,682) ​ (10.3) ​ (58,979) ​ (8,434) ​ (10.2) Sales and marketing (117,706) ​ (26.7) ​ (180,321) ​ (35.1) ​ (193,884) ​ (27,725) ​ (33.5) General and administrative (113,221) ​ (25.7) ​ (87,657) ​ (17.1) ​ (71,848) ​ (10,274) ​ (12.4) Impairment of goodwill ​ (114,661) ​ (26.0) ​ — ​ (0.0) ​ — ​ — ​ (0.0) Other operating income 7,009 ​ 1.6 ​ 25,888 ​ 5.0 ​ 964 ​ 138 ​ 0.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss/(income) from operations (101,864) ​ (23.1) ​ 63,260 ​ 12.3 ​ 11,235 ​ 1,607 ​ 1.9 Other income/(expenses): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest and investment income, net 5,689 ​ 1.3 ​ 19,866 ​ 3.9 ​ 25,769 ​ 3,685 ​ 4.5 Interest expense (3,525) ​ (0.8) ​ (3,320) ​ (0.6) ​ (2,022) ​ (289) ​ (0.3) Foreign exchange gains/(losses), net (6,483) ​ (1.5) ​ (6,837) ​ (1.3) ​ (3,827) ​ (547) ​ (0.7) Other income, net 7,107 ​ 1.6 ​ 10,081 ​ 2.0 ​ (652) ​ (93) ​ (0.1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss/(income) before income tax expense (99,076) ​ (22.5) ​ 83,050 ​ 16.2 ​ 30,503 ​ 4,363 ​ 5.3 Income tax expense (1,441) ​ (0.3) ​ (837) ​ (0.2) ​ (1,425) ​ (204) ​ (0.2) Equity in (loss)/income of affiliates (580) ​ (0.1) ​ 1,486 ​ 0.3 ​ 579 ​ 83 ​ 0.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income (101,097) ​ (22.9) ​ 83,699 ​ 16.3 ​ 29,657 ​ 4,242 ​ 5.1 ​ Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 Net Revenues .
Our principal uses of cash for the years ended December 31, 2022, 2023 and 2024 were for operating activities, primarily refunds paid to customers, marketing and brand promotion expenses, salaries and other compensation expenses as well as office rental and professional service fees.
Our principal uses of cash were for operating activities, primarily including payments made to travel suppliers, marketing and brand promotion expenses, salaries and other compensation expenses as well as office rental and professional service fees.
The applicable tax rate is 16.5% in Hong Kong. Under the Hong Kong tax law, our Hong Kong subsidiaries are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.
Under the Hong Kong tax law, our Hong Kong subsidiaries are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends. PRC Our PRC subsidiaries and the consolidated affiliated entities are subject to PRC enterprise income tax on the taxable income in accordance with the PRC income tax laws.
As a result, our net cash used in operating activities was RMB143.0 million in 2022, and our net cash provided by operating activities was RMB232.8 million and RMB113.2 million (US$15.5 million) in 2023 and 2024, respectively.
As a result, our net cash provided by operating activities was RMB232.8 million and RMB113.2 million in 2023 and 2024, respectively, and our net cash used in operating activities was RMB109.1 million (US$15.6 million) in 2025. Our cash and cash equivalents consist of cash on hand and cash in bank, including demand bank deposits.
In our consolidated financial statements included elsewhere in this annual report, VAT is deducted from gross revenues to arrive at net revenues. The majority of our business is subject to VAT at a rate of 6%. We are permitted to offset input VAT by providing valid VAT invoices received from vendors against our output VAT liability.
Entities engaging in the travel business can deduct certain approved costs from their revenues in calculating VAT. The majority of our business is subject to VAT at a rate of 6%. We are permitted to offset input VAT by providing valid VAT invoices received from vendors against our output VAT liability.
Impairment of goodwill was RMB112.1 million, RMB114.7 million and nil in 2022, 2023 and 2024, respectively. ​ Other operating income . Other operating income relates primarily to gain on disposals of subsidiaries, government subsidies and tax refunds that we receive from provincial and local governments. Government subsidies are granted from time to time at the discretion of the government authorities.
Other operating income relates primarily to gain on disposals of subsidiaries, government subsidies and tax refunds that we receive from provincial and local governments. Government subsidies are granted from time to time at the discretion of the government authorities. These subsidies are granted for general corporate purposes and to support our ongoing operations in the region.
General and administrative expenses were RMB108.9 million, RMB113.2 million and RMB87.7 million (US$12.0 million) in 2022, 2023 and 2024, respectively. ​ Impairment of goodwill. Impairment of goodwill is recognized for the amount by which the carrying amount of our net assets exceeds the fair value of reporting unit.
Impairment of goodwill is recognized for the amount by which the carrying amount of our net assets exceeds the fair value of reporting unit. Impairment of goodwill was RMB114.0 million, nil and nil in 2023, 2024 and 2025, respectively. Other operating income .
These subsidies are granted for general corporate purposes and to support our ongoing operations in the region. Other operating income accounted for 41.2%, 1.6% and 5.0% of our net revenues in 2022, 2023 and 2024, respectively. Taxation Cayman Islands We are incorporated in the Cayman Islands.
Other operating income accounted for 1.6%, 5.0% and 0.2% of our net revenues in 2023, 2024 and 2025, respectively. Taxation Cayman Islands We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income or capital gains tax.
Research and product development expenses increased by 12.2% from 50.8 million in 2022 to RMB57.0 million in 2023, primarily due to the increase in research and product development personnel related expenses. ● Sales and marketing.
Research and product development expenses in creased by 12.0 % from 52.7 million in 202 4 to RMB 59.0 million (US$8.4 million) in 202 5 , primarily due to the in crease in research and product development personnel related expenses. ● Sales and marketing.
Our revenues from packaged tours decreased by 77.0% to RMB70.3 million (US$9.9 million) in 2022, increased by 374% to RMB333.4 million in 2023, and increased by 22.2% to RMB407.5 million (US$55.8 million) in 2024. Others . Other revenues were RMB113.3 million, RMB107.9 million and RMB106.2 million (US$14.5 million) in 2022, 2023 and 2024, respectively.
Our revenues from packaged tours, increased by 22.2% from RMB333.4 million in 2023 to RMB407.5 million in 2024, and further increased by 21.1% to RMB493.5 million (US$70.6 million) in 2025. 85 Table of Contents Others . Other revenues were RMB107.9 million, RMB106.2 million and RMB84.5 million (US$12.1 million) in 2023, 2024 and 2025, respectively.
Sales and marketing expenses increased by 13.6% from RMB103.6 million in 2022 to RMB117.7 million in 2023, primarily due to the increase in promotion expenses. ● General and administrative.
Sales and marketing expenses increased by 7.5 % from RMB1 80.3 million in 202 4 to RMB1 93 . 9 million (US$27.7 million) in 202 5 , primarily due to the increase in promotion expenses. ● General and administrative.
Accounts and notes payable increased from RMB261.9 million as of December 31, 2022 to RMB317.1 million as of December 31, 2023 and further decreased to RMB290.1 million (US$39.7 million) as of December 31, 2024.
Accounts and notes payable decreased from RMB317.1 million as of December 31, 2023 to RMB290.1 million as of December 31, 2024 and further decreased to RMB219.4 million (US$31.4 million) as of December 31, 2025, primarily due to the acceleration of settlement with travel suppliers.
As of December 31, 2024, our accumulated deficit was RMB8,050 million (US$1,103 million) and we had cash and cash equivalents and short-term investments of RMB897.8 million (US$123 million) and working capital of RMB309.7 million (US$42.4 million).
As of December 31, 2025, our accumulated deficit was RMB8,317.0 million (US$1,189.3 million) and we had cash and cash equivalents and short-term investments of RMB1,060.9 million (US$151.7 million) and working capital of RMB660.5 million (US$94.5 million).
We generally collect payments from our customers upon contract confirmation before we pay travel suppliers. Our net cash used in operating activities was RMB143.0 million for the years ended December 31, 2022, and our net cash provided by operating activities was RMB232.8 million and RMB96.3 million (US$13.2 million) for the year ended December 31, 2023 and 2024 respectively.
Our net cash provided by operating activities was RMB232.8 million and RMB96.3 million for the year ended December 31, 2023 and 2024, respectively, and our net cash used in operating activities was RMB109.1 million (US$15.6 million) for the year ended December 31, 2025.
We recognize revenues from most organized tours on a net basis as a result of our role as an agent that provides tour book services to tour operators and travellers under our organized tour arrangements with tour operators.
We recognize revenues on a net basis for business arrangements under which our role acts as an agent that provides tour booking services under our organized tour arrangements with tour operators. We recognize revenues on a gross basis for business arrangements for our own brand Niu Tour in which we act as a principal.
Revenues from packaged tours are mainly recognized on net basis (except for certain business arrangements under which we take substantive inventory risks and except for our own local tour operator business in which we act as a principal, for which revenues are recognized on gross basis).
Cost of Revenues Our cost of revenues accounted for 33.4%, 30.3% and 42.0% as percentages of our net revenues in 2023, 2024 and 2025, respectively. Revenues from packaged tours are mainly recognized on net basis (except for our own brand Niu Tour business in which we act as a principal, for which revenues are recognized on gross basis).
Our advances from customers increased from RMB98.9 million as of December 31, 2022 to RMB270.2 million as of December 31, 2023 and further increased to RMB247.2 million (US$33.9 million) as of December 31, 2024.
Our advances from customers decreased from RMB270.2 million as of December 31, 2023 to RMB247.2 million as of December 31, 2024 and further decreased to RMB184.5 million (US$26.4 million) as of December 31, 2025, primarily due to the change in our operation mode.
Our net cash used in financing activities in 2022 was RMB0.5 million, primarily attributable to RMB240.5 million for repayments of short-term and long-term borrowings, which were partially offset by RMB46,404.0 of proceeds from employees exercising stock options and RMB240.0 million of proceeds from short-term and long-term borrowings.
Financing Activities Our net cash used in financing activities in 2025 was RMB160.1 million (US$22.9 million), primarily attributable to RMB360.0 million (US$51.5 million) for repayments of short-term and long-term borrowings, RMB51.2 million (US$7.3 million) for payment of share repurchase and RMB29.8 million (US$4.3 million) for cash dividend, which were partially offset by RMB280.0 million (US$40.0 million) of proceeds from short-term and long-term borrowings and cash contribution from noncontrolling interests of RMB0.9 million (US$0.1 million).
Our short-term and long-term bank borrowings represent borrowings from banks with maturity from six months to six years.
Our short-term bank borrowings represent borrowings from banks with maturity of less than one year.
Non-financial assets for our core business Our remaining non-financial assets including property and equipment of RMB21.8 million, intangible assets of RMB22.2 million and operating lease right-of-use assets of RMB9.3 million, which are used for our core business, are considered one asset group which represents the lowest level to independently generate identifiable cash flows.
If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, we recognize an impairment loss equal to the difference between the carrying amount and fair value of these assets. 95 Table of Contents Our non-financial assets including property and equipment, net of RMB18.9 million, intangible assets, net of RMB19.6 million, prepayments for property and equipment, net of RMB11.9 million and operating lease right-of-use assets, net of RMB6.9 million are considered one asset group which represents the lowest level to independently generate identifiable cash flows.
Among the organized tours, revenues under arrangements for which we undertake substantive inventory risk were nil, nil and nil, respectively, and revenues for our own local tour operator business were RMB32.3 million, RMB100.1 million and RMB108 million (US$14.8 million) for the years ended December 31, 2022, 2023 and 2024, respectively.
We also operate our own brand Niu Tour business by self-operated and OEM local tour business model. Revenues from our own brand Niu Tour business were RMB100.1 million, RMB108.0 million and RMB233.8 million (US$33.4 million) for the years ended December 31, 2023, 2024 and 2025, respectively.
As a percentage of net revenues, cost of revenues was 51.2% in 2022 compared to 33.4% in 2023. Operating Expenses . Operating expenses increased by 32.0% from RMB299.8 million in 2022 to RMB395.6 million in 2023, primarily due to the decrease in gain on disposals of subsidiaries. ● Research and product development.
As a percentage of net revenues, cost of revenues was 42.0% in 2025 compared to 30.3% in 2024. Operating Expenses . Operating expenses increased by 9.8% from RMB294.8 million in 2024 to RMB323.7 million (US$46.3 million) in 2025. 89 Table of Contents ● Research and product development.
Other revenues decreased by 4.8% from RMB113.3 million in 2022 to RMB107.9 million in 2023, primarily due to the decrease in revenues generated from our financial services. Cost of Revenues . Our cost of revenues increased by 56.9% from RMB94.1 million in 2022 to RMB147.6 million in 2023.
Other revenues decreased by 20.4% from RMB106.2 million in 2024 to RMB84.5 million (US$12.1 million) in 2025, primarily due to the decrease in the commission fees received from other travel-related products. Cost of Revenues . Our cost of revenues increased by 56.2% from RMB155.6 million in 2024 to RMB243.0 million (US$34.7 million) in 2025.
Net revenues were RMB441.3 million and RMB513.6 million (US$70.3 million) in 2023 and 2024, respectively. ● Revenues from packaged tours.
Net revenues were RMB513.6 million and RMB578.0 million (US$82.6 million) in 2024 and 2025, respectively. ● Revenues from packaged tours . Revenues from packaged tours increased by 21.1% from RMB407.5 million in 2024 to RMB493.5 million (US$70.6 million) in 2025, primarily due to the growth of both organized tours and self-guided tours. ● Other revenues.
General and administrative expenses increased by 3.9% from RMB108.9 million in 2022 to RMB113.2 million in 2023, primarily due to the impairment of property and equipment under the net method of recording in 20 23. ● Impairment of goodwill.
General and administrative expenses decreased by 18.0% from RMB87.7 million in 2024 to RMB71.8 million (US$10.3 million) in 2025, primarily due to the decrease in general and administrative personnel related expenses and impairment of property and equipment, net. ● Other operating income.
Removed
We recognize revenues on a gross basis for business arrangements under which we take substantive inventory risks and for our own local tour operators in which we act as a principal. We had a net loss of RMB203.0 million, RMB101.1 million and a net income of RMB83.7 million (US$11.5 million) in 2022, 2023 and 2024, respectively.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

44 edited+10 added−10 removed58 unchanged
The 3,704,135 Class A ordinary shares and 10,423,503 Class B ordinary shares owned by Dragon Rabbit Capital Limited are currently pledged to Fuqun Limited, as lender under a loan agreement dated August 21, 2017, to secure the obligations of Dragon Rabbit Capital Limited under the loan agreement.
The 3,704,135 Class A ordinary shares and 10,423,503 Class B ordinary shares owned by Dragon Rabbit Capital Limited are currently pledged to Fuqun Limited, as lender under a loan agreement dated August 21, 2017, to secure the obligations of Dragon Rabbit Capital Limited under the loan agreement.
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant or material control deficiencies; ● reviewing and reassessing annually the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; and 103 Table of Contents ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; 100 Table of Contents ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant or material control deficiencies; ● reviewing and reassessing annually the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
Compensation Committee . Our compensation committee consists of Mr. Jack Xu, Mr. Rui Zhang and Mr. Haijin Cheng, and is chaired by Mr. Xu. Each of Mr. Xu, Mr. Zhang and Mr. Cheng, satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Compensation Committee . Our compensation committee consists of Mr. Jack Liangjie Xu, Mr. Rui Zhang and Mr. Haijin Cheng, and is chaired by Mr. Xu. Each of Mr. Xu, Mr. Zhang and Mr. Cheng, satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us; ● selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; ● developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and ● evaluating the performance and effectiveness of the board as a whole.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience and availability of service to us; ● selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; ● developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and 101 Table of Contents ● evaluating the performance and effectiveness of the board as a whole.
The number of shares reserved for future issuances under the 2014 Plan will be increased automatically if and whenever the ordinary shares reserved under the 2014 Plan account for less than 1% of the total then-issued and outstanding ordinary shares on an as-converted basis, as a result of which increase, the ordinary shares reserved under the 2014 Plan immediately after each such increase shall equal to 5% of the then-issued and outstanding ordinary shares on an as-converted basis, or the “Evergreen Provision.
The number of shares reserved for future issuances under the 2014 Plan will be increased automatically if and whenever the ordinary shares reserved under the 2014 Plan account for less than 1% of the total then-issued and outstanding ordinary shares on an as-converted basis, as a result of which increase, the ordinary shares reserved under the 2014 Plan immediately after each such increase shall equal to 5% of the then-issued and outstanding ordinary shares on an as-converted basis, or the Evergreen Provision.
Li received a bachelor’s degree in management of information system from Huazhong University of Science and Technology. Mr. Haifeng Yan has served as Tuniu’s director since our inception and is now our independent director. Mr. Yan is the founder and Chief Executive Officer of Black Fish Group Limited. Mr.
Li received a bachelor’s degree in management of information system from Huazhong University of Science and Technology. 96 Table of Contents Mr. Haifeng Yan has served as Tuniu’s director since our inception and is now our independent director. Mr. Yan is the founder and Chief Executive Officer of Black Fish Group Limited. Mr.
Our board of directors or a committee designated by our board administers the 2014 Plan. The committee or the full board of directors, as applicable, determines the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant. 100 Table of Contents Award Agreement .
Our board of directors or a committee designated by our board administers the 2014 Plan. The committee or the full board of directors, as applicable, determines the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant. Award Agreement .
Wang is ###-##-####, Hongqiao Road, Shanghai, China. 106 Table of Contents (3) Represents (i) 90,909,091 Class A ordinary shares held by BHR Winwood Investment Management Limited and (ii) 8,120,424 Class A ordinary shares represented by 2,706,808 American Depository Shares held by Hong Kong Praise Tourism Investment Limited. The business address of Mr.
(2) Represents (i) 90,909,091 Class A ordinary shares held by BHR Winwood Investment Management Limited and (ii) 8,120,424 Class A ordinary shares represented by 2,706,808 American Depository Shares held by Hong Kong Praise Tourism Investment Limited. The business address of Mr. Wang is ###-##-####, Hongqiao Road, Shanghai, China.
We may grant awards to our employees, directors and consultants of our company. However, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent companies and subsidiaries. Acceleration of Awards upon Change in Control .
We may grant awards to our employees, directors and consultants of our company. However, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent companies and subsidiaries. 98 Table of Contents Acceleration of Awards upon Change in Control .
We refer to BHR Winwood Investment Management Limited and HK Praise Tourism as “Affiliates of HNA Trust.” (10) Represents 78,061,780 Class A ordinary shares held by JD.com Investment Limited, as reported in a Schedule 13D filing jointly by JD.com Investment Limited and JD.com, Inc on December 6, 2024.
We refer to BHR Winwood Investment Management Limited and HK Praise Tourism as “Affiliates of HNA Trust.” (10) Represents 78,061,780 Class A ordinary shares held by JD.com Investment Limited, as reported in a Schedule 13D filing jointly by JD.com Investment Limited and JD.com, Inc on December 5, 2025.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our shares as of February 28, 2025 by: ● each of our current directors and executive officers; and ● each person known to us to own beneficially more than 5% of our shares. See “—B.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our shares as of February 28, 2026 by: ● each of our current directors and executive officers; and ● each person known to us to own beneficially more than 5% of our shares. 102 Table of Contents See “—B.
The business address of JD.com Investment Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (11) Dragon Rabbit Capital Limited is wholly owned by Longtu Holdings Limited is a British Virgin Islands company which is wholly owned by a trust, of which Mr. Yu’s family is the beneficiary.
Dragon Rabbit Capital Limited is wholly owned by Longtu Holdings Limited is a British Virgin Islands company which is wholly owned by a trust, of which Mr. Yu’s family is the beneficiary. The business address of Dragon Rabbit Capital Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
Prior to founding Huan Pu, Mr. Cheng served as the leader of the business development department in General Electric (China) Ltd, director of the business development department in Honeywell (China) Ltd., senior officer of the audit department in Bank of China (Hong Kong) and corporate accountant in C. P. Group of Thailand. Mr.
Prior to founding Lian Sheng, Mr. Cheng served as the leader of the business development department in General Electric (China) Ltd, director of the business development department in Honeywell (China) Ltd., senior officer of the audit department in Bank of China (Hong Kong) and corporate accountant in C. P. Group of Thailand. Mr.
Wang currently serves as the chairman and executive director of CWT International Limited (HKEX: 0521), chairman of E-Life Financial Services Holding Group Co., Ltd. and director of HY Energy Group Co., Ltd. (SSE: 600387). Mr.
Wang currently serves as the chairman and executive director of CWT International Limited (HKEX: 0521) and chairman of E-Life Financial Services Holding Group Co., Ltd. Mr.
Nominating and Corporate Governance Committee . Our nominating and corporate governance committee consists of Mr. Jack Xu, Mr. Haijin Cheng and Mr. Frank Lin, and is chaired by Mr. Xu. Each of Mr. Xu, Mr. Cheng and Mr. Lin satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Nominating and Corporate Governance Committee . Our nominating and corporate governance committee consists of Mr. Jack Liangjie Xu, Mr. Haijin Cheng and Mr. Haifeng Yan, and is chaired by Mr. Xu. Each of Mr. Xu, Mr. Cheng and Mr. Yan satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Haijin Cheng has served as Tuniu’s independent director since March 2021. Mr. Cheng has extensive experience in internal auditing, financial management and strategic M&A with companies in a range of industries and countries. Mr. Cheng is the founder and president of Shanghai Huan Pu Management Consulting Co., which provides management advisory services to domestic and foreign companies.
Haijin Cheng has served as Tuniu’s independent director since March 2021. Mr. Cheng has extensive experience in internal auditing, financial management and strategic M&A with companies in a range of industries and countries. Mr. Cheng is the founder and president of Shanghai Lian Sheng Technical Service Co., Ltd. which provides management advisory services to domestic and foreign companies.
(5) The prices in Renminbi were translated using the rate of US$1.00 = RMB7.2993, the exchange rate in effect as of December 31, 2024, solely for the convenience of the readers. C. Board Practices Board of Directors Our board of directors currently consists of eight directors. A director is not required to hold any shares in our company.
(5) The prices in Renminbi were translated using the rate of US$1.00 = RMB6.9931, the exchange rate in effect as of December 31, 2025, solely for the convenience of the readers. C. Board Practices Board of Directors Our board of directors currently consists of seven directors. A director is not required to hold any shares in our company.
A valid ordinary resolution requires (i) a majority of the votes cast at a shareholder meeting (in person or by proxy) that is duly constituted and meets the quorum requirement; or (ii) approval by unanimous written shareholder resolutions.
A valid ordinary resolution requires (i) a majority of the votes cast at a shareholder meeting (in person or by proxy) that is duly constituted and meets the quorum requirement; or (ii) approval by unanimous written shareholder resolutions. Officers are elected by and serve at the discretion of the board of directors.
Mr. Jack Xu has served as Tuniu’s independent director since May 2014. Mr. Xu is the managing partner at Seven Seas Venture Partners. Mr. Xu served as Co-President and Chief Technology Officer of Sina Corporation, from January 2013 to February 2015. Prior to joining Sina Corporation, Mr.
Yan served as an analyst of iTech Holdings Limited in 2004. Mr. Jack Liangjie Xu has served as Tuniu’s independent director since May 2014. Mr. Xu is the managing partner at Seven Seas Venture Partners. Mr. Xu served as Co-President and Chief Technology Officer of Sina Corporation, from January 2013 to February 2015. Prior to joining Sina Corporation, Mr.
Compensation For the fiscal year ended December 31, 2024, we paid an aggregate of approximately RMB4.4 million (US$0.6 million) in cash to our executive officers and RMB0.8 million (US$0.1 million) to our non-executive directors and officers.
Compensation For the fiscal year ended December 31, 2025, we paid an aggregate of approximately RMB2.3 million (US$0.3 million) in cash to our executive officers and RMB0.8 million (US$0.1 million) to our non-executive directors and officers.
Our board of directors has determined that each of Mr. Cheng and Mr. Xu qualifies as an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
Xu qualifies as an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
The total number of shares held by the five record holders in the United States represents 43.50% of our total outstanding shares.
The total number of shares held by the four record holders in the United States represents 40.43% of our total outstanding shares.
The following table sets forth the numbers of our employees, categorized by function, as of December 31, 2024: ​ ​ ​ ​ ​ Number of Function Employees Management and administration 128 Customer service center 187 Sales and marketing 464 Research and product development 204 Total 983 ​ We enter into standard employment agreements with all our employees.
The following table sets forth the numbers of our employees, categorized by function, as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ Number of Function ​ ​ ​ Employees Management and administration 99 Customer service center 143 Sales and marketing 427 Research and product development 187 Total 856 ​ We enter into standard employment agreements with all our employees.
Directors and Senior Management The following table sets forth information regarding our executive officers and directors as of the date of this annual report. ​ ​ ​ ​ ​ Directors and Executive Officers Age Position/Title Dunde Yu 44 Founder, Chairman and Chief Executive Officer Kan Wang 40 Director Rui Li 48 Director Haifeng Yan 43 Independent Director Frank Lin 60 Independent Director Jack Xu 57 Independent Director Rui Zhang 47 Independent Director Haijin Cheng 54 Independent Director Anqiang Chen 49 Financial Controller ​ Mr.
Directors and Senior Management The following table sets forth information regarding our executive officers and directors as of the date of this annual report. ​ ​ ​ ​ ​ Directors and Executive Officers ​ ​ ​ Age ​ ​ ​ Position/Title Dunde Yu 45 Founder, Chairman and Chief Executive Officer Kan Wang 41 Director Rui Li 49 Director Haifeng Yan 44 Independent Director Jack Liangjie Xu 58 Independent Director Rui Zhang 48 Independent Director Haijin Cheng 55 Independent Director Anqiang Chen 50 Financial Controller ​ Mr.
As of February 28, 2025, options to purchase 31,938,510 Class A ordinary shares and 56,349 restricted shares were outstanding under the 2014 Plan. The following paragraphs summarize the terms of the 2014 Plan. Types of Awards . The 2014 Plan permits the awards of options, restricted shares and restricted share units. Plan Administration .
As of February 28, 2026, options to purchase 31,615,452 Class A ordinary shares and 11,385 restricted shares were outstanding under the 2014 Plan. The following paragraphs summarize the terms of the 2014 Plan. Types of Awards . The 2014 Plan permits the awards of options, restricted shares and restricted share units. Plan Administration .
In 2012, we increased the maximum aggregate number of shares which may be issued under the 2008 Plan from 11,500,000 to 18,375,140. As of February 28, 2025, options to purchase 3,201,096 Class A ordinary shares were outstanding under the 2008 Plan.
In 2012, we increased the maximum aggregate number of shares which may be issued under the 2008 Plan from 11,500,000 to 18,375,140. As of February 28, 2026, options to purchase 3,199,629 Class A ordinary shares were outstanding under the 2008 Plan. The 2008 Plan terminated automatically in 2018. The following paragraphs summarize the terms of the 2008 Plan.
Our board of directors has the authority to amend or terminate the plan subject to shareholder approval or home country practice. 101 Table of Contents The following table summarizes, as of February 28, 2025, the outstanding options and restricted shares granted to our directors and executive officers under the 2008 Plan and 2014 Plan. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise Price ​ ​ ​ ​ Ordinary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Awarded/ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted ​ (US$/ ​ (RMB/ ​ ​ ​ Vesting ​ ​ Name Shares Share) Share) (4) Date of Grant Schedule Date of Expiration Dunde Yu 630,814 0.100 0.730 ​ November 5, 2009 4 years (1) ​ November 4, 2029 ​ 1,100,000 0.226 1.650 ​ March 11, 2011 4 years (1) ​ March 10, 2031 ​ 1,269,995 0.0001 0.0007 ​ August 1, 2013 4 years (1) ​ July 31, 2029 ​ 900,000 3.000 21.898 ​ June 13, 2014 4 years (1) ​ June 12, 2025 ​ 760,000 3.090 22.555 ​ March 6, 2015 4 years (1) ​ March 5, 2026 ​ 1,981,000 3.090 22.555 ​ August 20, 2015 4 years (1) ​ August 19, 2025 ​ 1,420,000 2.683 19.584 ​ December 2, 2016 4 years (1) ​ December 1, 2026 ​ 17,256 0.0001 0.0007 ​ January 1, 2017 1 years (2) ​ December 31, 2026 ​ 3 1.670 12.190 ​ May 8, 2018 4 years (1) ​ May 7, 2028 ​ 12,564 0.0033 0.0241 ​ January 30, 2019 1 years (2) ​ January 29, 2029 ​ ​ 6,681,434 0.333 2.431 ​ August 10, 2022 4 years (1) ​ August 9, 2032 ​ 7,427,971 0.623 4.547 ​ April 6, 2023 1 year (3) ​ April 5, 2033 Anqiang Chen 19,998 0.226 1.650 ​ March 11, 2011 4 years (1) ​ March 10, 2031 ​ 3,879 1.135 8.285 ​ March 19, 2012 4 years (1) ​ March 18, 2032 ​ 4,497 0.0001 0.0007 ​ March 6, 2015 4 years (1) ​ March 5, 2026 ​ ​ 9,900 ​ 2.683 ​ 19.584 ​ December 2, 2016 ​ 4 years (1) ​ December 1, 2026 ​ ​ 40,500 ​ 1.670 ​ 12.190 ​ May 8, 2018 ​ 4 years (1) ​ May 7, 2028 ​ ​ 7,536 ​ 0.0033 ​ 0.0241 ​ January 30, 2019 ​ 1 years (2) ​ January 29, 2029 ​ ​ 2,969,526 ​ 0.333 ​ 2.431 ​ August 10, 2022 ​ 4 years (1) ​ August 9, 2032 ​ 742,797 0.623 ​ 4.547 ​ April 6, 2023 4 years (1) ​ April 5, 2033 Jack Xu *† N/A ​ ​ ​ May 9, 2022 4 years (4) ​ May 9, 2032 Haijin Cheng *† N/A ​ ​ ​ May 9, 2022 4 years (4) ​ May 9, 2032 Directors and officers as a group 26,056,019 — — ​ — — ​ — * Less than 1% of our total outstanding shares. † Denotes restricted share award; all other awards in this table are option awards.
The following table summarizes, as of February 28, 2026, the outstanding options and restricted shares granted to our directors and executive officers under the 2008 Plan and 2014 Plan. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise Price ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Awarded/ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted ​ (US$/ ​ (RMB/ ​ ​ ​ Vesting ​ ​ Name ​ ​ ​ Shares ​ ​ ​ Share) ​ ​ ​ Share) (5) ​ ​ ​ Date of Grant ​ ​ ​ Schedule ​ ​ ​ Date of Expiration Dunde Yu 630,814 0.100 0.699 ​ November 5, 2009 4 years (1) ​ November 4, 2029 ​ 1,100,000 0.226 1.580 ​ March 11, 2011 4 years (1) ​ March 10, 2031 ​ 1,269,995 0.0001 0.0007 ​ August 1, 2013 4 years (1) ​ July 31, 2029 ​ 900,000 3.000 20.979 ​ June 13, 2014 4 years (1) ​ June 12, 2026 ​ 760,000 3.090 21.609 ​ March 6, 2015 4 years (1) ​ March 5, 2027 ​ 1,981,000 3.090 21.609 ​ August 20, 2015 4 years (1) ​ August 19, 2026 ​ 1,420,000 2.683 18.762 ​ December 2, 2016 4 years (1) ​ December 1, 2026 ​ 17,256 0.0001 0.0007 ​ January 1, 2017 1 years (2) ​ December 31, 2026 ​ 3 1.670 11.678 ​ May 8, 2018 4 years (1) ​ May 7, 2028 ​ 12,564 0.0033 0.0231 ​ January 30, 2019 1 years (2) ​ January 29, 2029 ​ ​ 6,681,434 0.333 2.329 ​ August 10, 2022 4 years (1) ​ August 9, 2032 ​ 7,427,971 0.623 4.357 ​ April 6, 2023 1 year (3) ​ April 5, 2033 Anqiang Chen 19,998 0.226 1.580 ​ March 11, 2011 4 years (1) ​ March 10, 2031 ​ 3,879 1.135 7.937 ​ March 19, 2012 4 years (1) ​ March 18, 2032 ​ 4,497 0.0001 0.0007 ​ March 6, 2015 4 years (1) ​ September 5, 2026 ​ ​ 9,900 ​ 2.683 ​ 18.762 ​ December 2, 2016 ​ 4 years (1) ​ December 1, 2026 ​ ​ 40,500 ​ 1.670 ​ 11.678 ​ May 8, 2018 ​ 4 years (1) ​ May 7, 2028 ​ ​ 7,536 ​ 0.0033 ​ 0.0231 ​ January 30, 2019 ​ 1 years (2) ​ January 29, 2029 ​ ​ 2,969,526 ​ 0.333 ​ 2.329 ​ August 10, 2022 ​ 4 years (1) ​ August 9, 2032 ​ 742,797 0.623 ​ 4.357 ​ April 6, 2023 4 years (1) ​ April 5, 2033 Jack Liangjie Xu 7,545† N/A ​ ​ ​ May 9, 2022 4 years (4) ​ May 9, 2032 Haijin Cheng 3,840† N/A ​ ​ ​ May 9, 2022 4 years (4) ​ May 9, 2032 Directors and officers as a group 26,011,055 — — ​ — — ​ — † Denotes restricted share award; all other awards in this table are option awards. 99 Table of Contents (1) Pursuant to the award agreement, 1/4 of the ordinary shares underlying the options or restricted shares shall vest on the first anniversary of the date of grant, and 1/48 of the remaining ordinary shares underlying the options or restricted shares shall vest on a monthly basis in the following three years.
The 2008 Plan terminated automatically in 2018. 99 Table of Contents The following paragraphs summarize the terms of the 2008 Plan. Types of Awards . The 2008 Plan permitted the awards of options and restricted shares. Plan Administration . Our board of directors or a committee appointed by our board will administered the 2008 Plan.
Types of Awards . The 2008 Plan permitted the awards of options and restricted shares. 97 Table of Contents Plan Administration . Our board of directors or a committee appointed by our board will administered the 2008 Plan.
The business address of BHR Winwood Investment Management Limited is Unit 3101, 31/F, tower 2, China Central Place, 79 Jianguo Road, Chaoyang District, Beijing 100025, PRC. HK Praise Tourism is a company organized under the laws of Hong Kong and wholly owned by HNA Industrial Group Co., Ltd., which is a direct wholly-owned subsidiary of HNA Trust.
The business address of BHR Winwood Investment Management Limited is Unit 2712A, 27/F, Lanbao International Center, West Dawang Road, Chaoyang District, Beijing, China.. HK Praise Tourism is a company organized under the laws of Hong Kong and wholly owned by HNA Industrial Group Co., Ltd., which is a direct wholly-owned subsidiary of HNA Trust.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Class B Total ​ ​ ​ ​ Ordinary ​ Ordinary ​ Ordinary ​ ​ ​ Voting ​ Shares Shares Shares %† Power†† Directors and Executive Officers:* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dunde Yu (1) 23,677,967 10,423,503 34,101,470 ​ 9.3 ​ 24.4 Kan Wang (2) 99,029,515 — 99,029,515 ​ 28.5 ​ 19.6 Rui Li (3) 99,029,515 — 99,029,515 ​ 28.5 ​ 19.6 Rui Zhang (4) 78,061,780 — 78,061,780 ​ 22.4 ​ 15.5 Haijin Cheng (5) ** — ** ​ ** ​ ** Frank Lin (6) 15,366,514 — 15,366,514 ​ 4.4 ​ 3.0 Haifeng Yan (7) — — — ​ — ​ — Jack Xu (8) ** — ** ​ ** ​ ** Anqiang Chen ** — ** ​ ** ​ ** All directors and executive officers as a group 218,803,556 10,423,503 229,227,059 ​ 61.9 ​ 61.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal Shareholders: Affiliates of HNA Trust (9) 99,029,515 ​ — ​ 99,029,515 ​ 28.5 ​ 19.6 JD.com Investment Limited (10) 78,061,780 ​ — ​ 78,061,780 ​ 22.4 ​ 15.5 Dragon Rabbit Capital Limited (11) 3,704,135 ​ 10,423,503 ​ 14,127,638 ​ 4.1 ​ 21.4 Fullshare Holdings Limited (12) 4,104,137 ​ 6,949,997 ​ 11,054,134 ​ 3.2 ​ 14.6 * Except for Kan Wang, Rui Li, Rui Zhang, Haijin Cheng, Frank Lin, Haifeng Yan and Jack Xu, the business address of our directors and executive officers is 6, 8-12th floor, building 6-A, Juhuiyuan, NO. 108 Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210023, PRC. ** Less than 1% of our total outstanding shares on an as-converted basis. † For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group by the sum of the total number of ordinary shares outstanding as of February 28, 2025, which is 348,079,154 ordinary shares outstanding, including 17,373,500 Class B ordinary shares outstanding and 330,705,654 Class A ordinary shares outstanding (excluding 21,043,338 Class A ordinary shares, represented by 7,014,446 ADSs, reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan), plus the number of ordinary shares such person or group has the right to acquire, including upon exercise of options and vesting of restricted shares and restricted share units, within 60 days after February 28, 2025. †† For each person and group included in this column, percentage ownership percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group, and the ordinary shares such person or group has the right to acquire upon exercise of the stock options or warrants within 60 days after February 28, 2025, with respect to the total voting power based on all the outstanding shares of our Class A and Class B ordinary shares as a single class.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A ​ ​ ​ Class B ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ordinary ​ Ordinary ​ Ordinary ​ ​ ​ Voting ​ ​ ​ ​ Shares ​ ​ ​ Shares ​ ​ ​ Shares ​ ​ ​ %† ​ ​ ​ Power†† Directors and Executive Officers:* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dunde Yu (1) 25,601,174 10,423,503 ​ 36,024,677 ​ 10.4 ​ 25.8 Kan Wang (2) 99,029,515 — 99,029,515 ​ 30.4 ​ 20.5 Rui Li (3) 99,029,515 — 99,029,515 ​ 30.4 ​ 20.5 Rui Zhang (4) 78,061,780 — 78,061,780 ​ 24.0 ​ 16.2 Haijin Cheng (5) 60,000 — 60,000 ​ 0.0 ​ 0.0 Haifeng Yan (6) — — — ​ — ​ — Jack Liangjie Xu (7) 120,000 — 120,000 ​ 0.0 ​ 0.0 Anqiang Chen (8) 3,647,316 — 3,647,316 ​ 1.1 ​ 0.8 All directors and executive officers as a group 206,519,785 10,423,503 216,943,288 ​ 61.8 ​ 61.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal Shareholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Affiliates of HNA Trust (9) 99,029,515 — 99,029,515 30.4 20.5 JD.com Investment Limited (10) 78,061,780 ​ — ​ 78,061,780 ​ 24.0 ​ 16.2 Dragon Rabbit Capital Limited (11) 25,487,489 ​ 10,423,503 ​ 35,910,992 ​ 10.3 ​ 25.7 Fullshare Holdings Limited (12) 4,104,137 ​ 6,949,997 ​ 11,054,134 ​ 3.4 ​ 15.3 * Except for Kan Wang, Rui Li, Rui Zhang, Haijin Cheng, Haifeng Yan and Jack Liangjie Xu, the business address of our directors and executive officers is 6, 8-12th floor, building 6-A, Juhuiyuan, NO. 108 Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210023, PRC. † For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group by the sum of the total number of ordinary shares outstanding as of February 28, 2026, which is 325,912,697 ordinary shares outstanding, including 17,373,500 Class B ordinary shares outstanding and 308,539,197 Class A ordinary shares outstanding (excluding 19,413,645 Class A ordinary shares, represented by 6,471,215 ADSs, reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan), plus the number of ordinary shares such person or group has the right to acquire, including upon exercise of options and vesting of restricted shares and restricted share units, within 60 days after February 28, 2026 or other dates as indicated in the footnotes below. †† For each person and group included in this column, percentage ownership percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group, and the ordinary shares such person or group has the right to acquire upon exercise of the stock options or warrants within 60 days after February 28, 2025 or other dates as indicated in the footnotes below, with respect to the total voting power based on all the outstanding shares of our Class A and Class B ordinary shares as a single class.
Our audit committee consists of Mr. Haijin Cheng, Mr. Jack Xu and Mr. Haifeng Yan and is chaired by Mr. Cheng. Each of Mr. Cheng, Mr. Xu and Mr. Yan satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
Yan satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. Our board of directors has determined that each of Mr. Cheng and Mr.
A shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. You should refer to “Item 10. Additional Information—B. Memorandum and Articles of Association—Differences in Corporate Law — Directors’ Fiduciary Duties.” D.
In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. A shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. You should refer to “Item 10. Additional Information—B.
(2) Represents (i) 90,909,091 Class A ordinary shares held by BHR Winwood Investment Management Limited and (ii) 8,120,424 Class A ordinary shares represented by 2,706,808 American Depository Shares held by Hong Kong Praise Tourism Investment Limited. The business address of Mr.
(3) Represents (i) 90,909,091 Class A ordinary shares held by BHR Winwood Investment Management Limited and (ii) 8,120,424 Class A ordinary shares represented by 2,706,808 American Depository Shares held by Hong Kong Praise Tourism Investment Limited. The business address of Mr. Li is 1001 Apartment No.2 Building, Jinyedu Binhai Park, 59 Heping Avenue, Haikou City, Hainan Province, China.
This includes 140,096,997 ordinary shares (excluding 21,043,338 Class A ordinary shares, represented by 7,014,446 ADSs, reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan) held of record by JPMorgan Chase Bank, N.A., the depositary of our ADS program.
This includes 127,023,885 ordinary shares (excluding 19,413,645 Class A ord-inary shares, represented by 6,471,215 ADSs, reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan) held of record by JPMorgan Chase Bank, N.A., the depositary of our ADS program.
Each holder of Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of our Class B ordinary shares is entitled to ten votes per Class B ordinary share. Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a share-for-share basis.
Each holder of Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of our Class B ordinary shares is entitled to ten votes per Class B ordinary share.
Li is 1001 Apartment No.2 Building, Jinyedu Binhai Park, 59 Heping Avenue, Haikou City, Hainan Province, China. (4) Represents 78,061,780 Class A ordinary shares held by JD.com Investment Limited, as reported in a Schedule 13D filing jointly by JD.com Investment Limited and JD.com, Inc on December 6, 2024. The business address of Mr.
(4) Represents 78,061,780 Class A ordinary shares held by JD.com Investment Limited, as reported in a Schedule 13D filing jointly by JD.com Investment Limited and JD.com, Inc on December 6, 2024. The business address of Mr. Zhang is Building 1, Kechuang 11 Street, Beijing, P.R. China.
The business address of Fullshare Holdings Limited is Unit 2805, Level 28 Admiralty Centre Tower One 18 Harcourt Road, Admiralty Hong Kong. 107 Table of Contents To our knowledge, as of February 28, 2025, we had 151,409,760 outstanding ordinary shares that were held by five record holders in the United States.
The business address of Fullshare Holdings Limited is Unit C1, 26th Floor, United Centre, 95 Queensway, Admiralty, Hong Kong. To our knowledge, as of February 28, 2026, we had 131,760,052 outstanding ordinary shares that were held by four record holders in the United States.
However, the options must be exercised, to the extent vested, prior to certain option exercise expiration dates set forth in the award agreement. 102 Table of Contents (4) Pursuant to the award agreement, 1/48 of the restricted shares shall vest on a monthly basis since June 9, 2022.
(3) Pursuant to the award agreement, all of the ordinary shares underlying the options shall vest on April 5, 2024. However, the options must be exercised, to the extent vested, prior to certain option exercise expiration dates set forth in the award agreement.
Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association.
Duties of Directors Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances.
(1) Represents (i) 19,973,832 Class A ordinary shares underlying the options that have become fully vested as of February 28, 2025 or will become fully vested within 60 days after February 28, 2025 and (ii) 3,704,135 Class A ordinary shares and 10,423,503 Class B ordinary shares held by Dragon Rabbit Capital Limited, a British Virgin Islands company.
The business address of JD.com Investment Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. 104 Table of Contents (11) Represents (i) 21,783,354 Class A ordinary shares underlying the options held by Dragon Rabbit Capital Limited that have become fully vested as of March 20, 2026 or will become fully vested within 60 days after March 20 and (ii) 3,704,135 Class A ordinary shares and 10,423,503 Class B ordinary shares held by Dragon Rabbit Capital Limited.
The calculations in the table below are based on 348,079,154 ordinary shares outstanding as of February 28, 2025, including 17,373,500 Class B ordinary shares outstanding and 330,705,654 Class A ordinary shares outstanding (excluding 21,043,338 Class A ordinary shares, represented by 7,014,446 ADSs, reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan). 105 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The calculations in the table below are based on 325,912,697 ordinary shares outstanding as of February 28, 2026, including 17,373,500 Class B ordinary shares outstanding and 308,539,197 Class A ordinary shares outstanding (excluding 19,413,645 Class A ordinary shares, represented by 6,471,215 ADSs, reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan).
(1) Pursuant to the award agreement, 1/4 of the ordinary shares underlying the options or restricted shares shall vest on the first anniversary of the date of grant, and 1/48 of the remaining ordinary shares underlying the options or restricted shares shall vest on a monthly basis in the following three years.
(4) Pursuant to the award agreement, 1/48 of the restricted shares shall vest on a monthly basis since June 9, 2022.
Employees We had a total of 896, 971 and 983 employees as of December 31, 2022, 2023 and 2024, respectively.
Memorandum and Articles of Association—Differences in Corporate Law — Directors’ Fiduciary Duties.” D. Employees We had a total of 971, 983 and 856 employees as of December 31, 2023, 2024 and 2025, respectively.
Zhang is Building 1, Kechuang 11 Street, Beijing, P.R. China. (5) The business address of Mr. Cheng is No.4-2-502 Dong Hua Shi Nan Li Yi Qu, Dongcheng District, Beijing, PRC.
Cheng is No.4-2-502 Dong Hua Shi Nan Li Yi Qu, Dongcheng District, Beijing, PRC. (6) The business address of Mr. Yan is Floor 2-5, Building C6, Zidong International Creative Park, Nanjing, Jiangsu, PRC. (7) Represents 117,453 Class A ordinary shares in the form of ADSs held by Mr.
Removed
Yan served as an analyst of iTech Holdings Limited in 2004. 98 Table of Contents Mr. Frank Lin has served as Tuniu’s independent director since December 2009. Mr.
Added
Our board of directors has the authority to amend or terminate the plan subject to shareholder approval or home country practice.
Removed
Lin is a general partner of DCM, a technology venture capital firm and a director of Kuaishou Technology, a leading content community and social platform in China listed on the Hong Kong Stock Exchange. Prior to joining DCM in 2006, Mr. Lin was the chief operating officer of SINA Corporation, a Nasdaq-listed company.
Added
Our audit committee consists of Mr. Haijin Cheng, Mr. Jack Liangjie Xu and Mr. Haifeng Yan and is chaired by Mr. Cheng. Each of Mr. Cheng, Mr. Xu and Mr.
Removed
He co-founded SINA’s predecessor, SinaNet, in 1995 and later guided SINA through its listing on Nasdaq. Mr. Lin had also held various marketing, engineering and managerial positions at Octel Communication Inc. and NYNEX. Mr.
Added
Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Removed
Lin currently serves on the board of directors of various DCM portfolio companies, including GigaCloud Technology Inc. and Quantasing Group Limited, Which are Nasdaq-listed companies and Vipshop Holdings Limited, a NYSE-listed company and Kuaishou Technology, a Hong Kong Stock Exchange listed company. Mr. Lin received an MBA degree from Stanford University and a bachelor’s degree in engineering from Dartmouth College.
Added
Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a share-for-share basis. 103 Table of Contents (1) Represents (i) 21,783,354 Class A ordinary shares underlying the options held by Dragon Rabbit Capital Limited that have become fully vested as of March 20, 2026 or will become fully vested within 60 days after March 20 (ii) 113,685 Class A ordinary shares in the form of ADSs held by Mr.
Removed
(3) Pursuant to the award agreement, all of the ordinary shares underlying the options shall vest on April 5, 2024.
Added
Yu as reported in a Form 4 filing on March 20, 2026 and (iii) 3,704,135 Class A ordinary shares and 10,423,503 Class B ordinary shares held by Dragon Rabbit Capital Limited, a British Virgin Islands company.
Removed
Officers are elected by and serve at the discretion of the board of directors. 104 Table of Contents Duties of Directors Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests.
Added
(5) Represents 58,656 Class A ordinary shares in the form of ADSs held by Mr. Cheng as of April 9, 2026 and 1,344 Class A ordinary shares underlying the restricted shares held by Mr. Cheng that will become fully vested within 60 days after April 9, 2026. The business address of Mr.
Removed
(6) Represents (i) 9,863,298 Class A ordinary shares (including 986,556 Class A ordinary shares represented by 328,852 ADS) held by DCM V, L.P., (ii) 240,672 Class A ordinary shares(including 24,069 Class A ordinary shares represented by 8,023 ADS) held by DCM Affiliates Fund V, L.P., (iii) 4,053,751 Class A ordinary shares (including 405,468 Class A ordinary shares represented by 135,156 ADS) held by DCM Hybrid RMB Fund, L.P., (iv) 1,141,637 Class A ordinary shares (including 114,192 Class A ordinary shares represented by 38,064 ADS) held by DCM Ventures China Turbo Fund, L.P., and (v) 67,156 Class A ordinary shares (including 6,717 Class A ordinary shares represented by 2,239 ADS) held by DCM Ventures China Turbo Affiliates Fund, L.P.
Added
Xu as of April 9, 2026 and 2,547 Class A ordinary shares underlying the restricted shares held by Mr. Xu that will become fully vested within 60 days after April 9, 2026. The business address of Mr. Xu is 12011 Magnolia Court, Saratoga, CA 95070, USA.
Removed
The business address of Mr. Lin is Unit 1, Level 10, Tower W2, Oriental Plaza, Dong Cheng District, Beijing, PRC. (7) The business address of Mr. Yan is Floor 2-5, Building C6, Zidong International Creative Park, Nanjing, Jiangsu, PRC. (8) The business address of Mr. Xu is 12011 Magnolia Court, Saratoga, CA 95070, USA.
Added
(8) Represents 204,600 Class A ordinary shares in the form of ADSs held by Mr. Chen as reported in a Form 4 filing on March 24, 2026 and 3,442,716 Class A ordinary shares underlying the options held by Mr.
Removed
The business address of HK Praise Tourism is Unit 417, 4/F, Lippo Centre Tower Two No. 89 Queensway, Admiralty, Hong Kong.
Added
Chen that have become fully vested as of March 12, 2026 or will become fully vested within 60 days after March 24, 2026.
Removed
The business address of Dragon Rabbit Capital Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
Added
The business address of HK Praise Tourism is Room 1607, Tower 3, Phase 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong..

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

12 edited+3 added−2 removed23 unchanged
Accordingly, a reversal of current expected credit losses allowance at the amount of RMB153.9 thousand was credited to our consolidated statements of comprehensive loss in 2022. In April 2022, as confirmed by the Hainan Province High People’s Court, the restructuring plan was fully implemented and the HNA trust was officially established.
Accordingly, a reversal of current expected credit losses allowance at the amount of RMB153.9 thousand was credited to our consolidated statements of comprehensive loss in 2022. 107 Table of Contents In April 2022, as confirmed by the Hainan Province High People’s Court, the restructuring plan was fully implemented and the HNA trust was officially established.
For the year ended December 31, 2023 and 2024, we received cash of RMB211.8 thousand and RMB211.3 thousand (US$28.9 thousand) from HNA Trust with the equivalent trust units deregistered according to the trust agreement. Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation.” 110 Table of Contents Share Incentive Plans See “Item 6.
We received cash of RMB211.8 thousand, RMB211.3 thousand and RMB351.8 thousand (US$50.3 thousand) from HNA Trust with the equivalent trust units deregistered according to the trust agreement for the years ended December 31, 2023, 2024 and 2025, respectively. Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation.” Share Incentive Plans See “Item 6.
After the restructuring of HNA Group, these affiliates of HNA Tourism were no longer our related parties. Before 2021, we provided financing to certain affiliates of HNA Tourism (the “HNA Affiliates”) with total principal amount of RMB540 million and full allowance for current expected credit losses was provided for receivables due from HNA Affiliates (“HNA debts”).
Before 2021, we provided financing to certain affiliates of HNA Tourism (the “HNA Affiliates”) with total principal amount of RMB540 million and full allowance for current expected credit losses was provided for receivables due from HNA Affiliates (“HNA debts”).
Revenues from Trip.com consist of commission fees for the booking of hotel rooms and air tickets through our online platform, amounted of RMB45.9 thousand, nil and RMB111.3 thousand (US$15.2 thousand) for the years ended December 31, 2022, 2023 and 2024, respectively. Relationship with Beijing Hengxin International Travel Agency Co., Ltd. Beijing Hengxin International Travel Agency Co., Ltd.
Revenues from Trip.com consist of commission fees for the booking of hotel rooms and air tickets through our online platform, amounted of nil, RMB111.3 thousand and RMB5.1 thousand (US$0.7 thousand) for the years ended December 31, 2023, 2024 and 2025, respectively. 106 Table of Contents Relationship with Beijing Hengxin International Travel Agency Co., Ltd.
We sold packaged tours through Caissa’s platform and the commission fees to Caissa were insignificant. During the year ended December 31, 2023, we received cash of RMB332.4 thousand and 311,075 shares of Caissa Tosun Development Co., Ltd. (listed on the Shenzhen Stock Exchange).
During the year ended December 31, 2023, we received cash of RMB332.4 thousand and 311,075 shares of Caissa Tosun Development Co., Ltd. (listed on the Shenzhen Stock Exchange).
Before restructuring of HNA Group, we purchased RMB112.8 million and RMB35.9 million of air tickets from certain affilifates of HNA Tourism for the years ended December 31, 2021 and 2022, respectively. We also sold travel products through an affiliate of HNA Tourism’s distribution channels and the revenues were insignificant.
Before restructuring of HNA Group, we purchased air tickets from certain affilifates of HNA Tourism for the years ended December 31, 2021 and 2022, respectively. We also sold travel products through an affiliate of HNA Tourism’s distribution channels. After the restructuring of HNA Group, these affiliates of HNA Tourism were no longer our related parties.
As of December 31, 2020, the five-year term for the strategic partnership had expired, and the carrying value of the intangible assets was nil. 108 Table of Contents In November 2020, pursuant to a share purchase agreement and certain amendments, JD.com E-commerce (Investment) Hong Kong Corporation Limited transferred 12,436,780 Class A ordinary shares of our company to Hopeful Tourism Limited, a subsidiary of Caissa Group, and JD.com Investment Limited transferred all its shares in Fabulous Jade Global Limited, which then held 65,625,000 Class A ordinary shares of our company, to Hopeful Tourism Limited.
In November 2020, pursuant to a share purchase agreement and certain amendments, JD.com E-commerce (Investment) Hong Kong Corporation Limited transferred 12,436,780 Class A ordinary shares of our company to Hopeful Tourism Limited, a subsidiary of Caissa Group, and JD.com Investment Limited transferred all its shares in Fabulous Jade Global Limited, which then held 65,625,000 Class A ordinary shares of our company, to Hopeful Tourism Limited.
(which later changed its name to Trip.com Group Limited) (Nasdaq: TCOM) and the respective personal holding companies of our chief executive officer and chief operating officer, pursuant to which we sold a total of 36,812,868 newly issued Class A ordinary shares for US$148 million.
(which later changed its name to Trip.com Group Limited) (Nasdaq: TCOM) and the respective personal holding companies of our chief executive officer and chief operating officer, pursuant to which we sold a total of 36,812,868 newly issued Class A ordinary shares for US$148 million. 105 Table of Contents In May 2015, we entered into a strategic partnership with JD.com, Inc. through a series of agreements between JD.com, Inc. or its subsidiary and us.
(“Hengxin”) is one of our assoicates. We purchased travel products from Hengxin’s online platform, amounted to RMB2.7 million and RMB7.9 million (US$1.1 million) for the years ended December 31, 2023 and 2024, respectively. Relationship with Guangxi Yijianyou Tourism Operation Co., Ltd. Guangxi Yijianyou Tourism Operation Co., Ltd. (“Yijianyou”) is one of our assoicates.
Beijing Hengxin International Travel Agency Co., Ltd. (“Hengxin”) is one of our assoicates. We purchased travel products from Hengxin, amounted to RMB2.7 million, RMB7.9 million and RMB10.7 million (US$1.5 million) for the years ended December 31, 2023, 2024 and 2025, respectively.
We purchased travel products from Fullshare Holdings Limited, amounted to nil, nil and RMB8.5 million (US$1.2 million) for the years ended December 31, 2022, 2023 and 2024, respectively.
Relationship with Fullshare Holdings Limited Fullshare Holdings Limited is one of our principal shareholders. We purchased travel products from Fullshare Holdings Limited, amounted to nil, RMB8.5 million and nil for the years ended December 31, 2023, 2024 and 2025, respectively.
We purchased travel products from Yijianyou, amounted to nil and RMB890.5 thousand (US$122.0 thousand) for the years ended December 31, 2023 and 2024, respectively.
We purchased travel products from Yijianyou, amounted to nil, RMB890.5 thousand and RMB494.8 thousand (US$70.8 thousand) for the years ended December 31, 2023, 2024 and 2025, respectively. Revenues from Yijianyou consist of commission fees for promoting travel products by live streaming, amounted to RMB28.0 thousand, RMB352.3 thousand and nil for the years ended December 31, 2023, 2024 and 2025, respectively.
During the year ended December 31, 2024, we paid JD.com, Inc. a commission of RMB38.5 thousand (US$5.3 thousand) for selling products on the JD platform, revenues from JD.com, Inc. consist of RMB1,164.4 thousand (US$159.5 thousand) for providing travel services and RMB151.0 thousand (US$20.7 thousand) for team-building services.
Revenues from JD.com, Inc. consist of RMB1,164.4 thousand and RMB1,633.5 thousand (US$233.6 thousand) for providing travel services and RMB151.0 thousand and nil for team-building services for the years ended December 31, 2024 and 2025, respectively.
Removed
In May 2015, we entered into a strategic partnership with JD.com, Inc. through a series of agreements between JD.com, Inc. or its subsidiary and us.
Added
As of December 31, 2020, the five-year term for the strategic partnership had expired, and the carrying value of the intangible assets was nil.
Removed
Revenues from Yijianyou consist of commission fees for promoting travel products by live streaming, amounted to RMB28.0 thousand and RMB352.3 thousand (US$48.3 thousand) for the years ended December 31, 2023, and 2024, respectively. 109 Table of Contents Relationship with Fullshare Holdings Limited Fullshare Holdings Limited is one of our principal shareholders.
Added
We paid JD.com, Inc. a commission of RMB38.5 thousand and RMB106.9 thousand (US$15.3 thousand) for selling products on the JD platform for the years ended December 31, 2024 and 2025, respectively.
Added
We disposed the controlling interest in Hengxin in June 2022 and confirmed with Hengxin an outstanding loan amounted to RMB11.3 million. We received loan repayment of RMB2.0 million (US$0.3 million) for the year ended December 31, 2025. Relationship with Guangxi Yijianyou Tourism Operation Co., Ltd. Guangxi Yijianyou Tourism Operation Co., Ltd. (“Yijianyou”) is one of our assoicates.

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