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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 — 2022 vs 2023

Top changes in Tuniu Corp's 2023 20-F

888 paragraphs added · 1119 removed · 762 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

316 edited+42 added−173 removed306 unchanged
Our holding company, our PRC subsidiaries and VIE, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIE and, consequently, significantly affect the financial performance of the VIE and our company as a whole.
Our holding company, our PRC subsidiaries and the VIE, and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability of the contractual arrangements with the VIE and, consequently, significantly affect the financial performance of the VIE and our company as a whole.
Remittance of dividends by a wholly foreign-owned enterprise out of mainland China is also subject to examination by the banks designated by State Administration of Foreign Exchange, or the SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
Remittance of dividends by a wholly foreign-owned enterprise out of mainland China is also subject to examination by the banks designated by the State Administration of Foreign Exchange, or SAFE. Our PRC subsidiaries have not paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds.
(2) It represents the elimination of the intercompany balances among Tuniu Corporation, other subsidiaries, primary beneficiary of VIE, and VIE and its subsidiaries. (3) The VIE invested in a subsidiary of other subsidiaries and measured at cost and such investment is eliminated with noncontrolling interests of other subsidiaries.
(2) It represents the elimination of the intercompany balances among Tuniu Corporation, other subsidiaries, primary beneficiary of the VIE, and the VIE and its subsidiaries. (3) The VIE invested in a subsidiary of other subsidiaries and measured at cost, and such investment is eliminated with noncontrolling interests of other subsidiaries.
(4) It represents the elimination of the investments among Tuniu Corporation, other subsidiaries, primary beneficiary of VIE, and VIE and its subsidiaries.
(4) It represents the elimination of the investments among Tuniu Corporation, other subsidiaries, primary beneficiary of the VIE, and the VIE and its subsidiaries.
Below is a summary of material risks we face, organized under relevant headings. The operational risks associated with being based in and having operations in the mainland China could also apply to operations in Hong Kong and Macau.
Below is a summary of material risks we face, organized under relevant headings. The operational risks associated with being based in and having operations in mainland China could also apply to operations in Hong Kong and Macau.
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.
For example, we have not obtained the internet audio-visual program transmission license, or Audio-Visual License, for providing the internet audio-visual program services and content on our platform in China, for which we are not qualified to apply, because the current applicable laws and regulations require an applicant to be a wholly state-owned or state-controlled entity.
For example, we have not obtained the internet audio-visual program transmission license for providing the internet audio-visual program services and content on our platform in China, for which we are not qualified to apply, because the current applicable laws and regulations require an applicant to be a wholly state-owned or state-controlled entity.
In addition, STA Circular 82, which was issued in April 2009 and was amended in December 2017 by the State Taxation Administration, or the STA, specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if all of the following conditions are met: (a) senior management personnel and core management departments in charge of the daily operations of the enterprises have their presence mainly in the PRC; (b) their financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (c) major assets, accounting books and company seals of the enterprises, and minutes and files of their board’s and shareholders’ meetings are located or kept in the PRC; and (d) half or more of the enterprises’ directors or senior management personnel with voting rights habitually reside in the PRC.
In addition, STA Circular 82, which was issued in April 2009 and was amended in December 2017 by the State Taxation Administration specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if all of the following conditions are met: (a) senior management personnel and core management departments in charge of the daily operations of the enterprises have their presence mainly in the PRC; (b) their financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (c) major assets, accounting books and company seals of the enterprises, and minutes and files of their board’s and shareholders’ meetings are located or kept in the PRC; and (d) half or more of the enterprises’ directors or senior management personnel with voting rights habitually reside in the PRC.
Due to the uncertainties associated with the new and evolving legislative activities and varied local implementation practices of anti-monopoly and competition laws and regulations in the PRC, complying with the requirements of the amended PRC Anti-monopoly Law, M&A Rules, merger control review rules, security review rules and other PRC regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the SAMR, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.
Due to the uncertainties associated with the new and evolving legislative activities and varied local implementation practices of anti-monopoly and competition laws and regulations in the PRC, complying with the requirements of the amended PRC Anti-Monopoly Law, M&A Rules, merger control review rules, security review rules and other PRC regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the SAMR, may delay or inhibit our ability to complete merger transactions, which could affect our ability to expand our business or maintain our market share.
We strive to stay abreast of emerging and rapidly changing customer preferences and to continue to anticipate trends that will appeal to existing and potential customers. We will also continue to invest in research and development in order to constantly improve the speed, accuracy and comprehensiveness of our online platform.
We strive to stay abreast of emerging and rapidly changing customer preferences and to anticipate trends that will appeal to existing and potential customers. We will also continue to invest in research and development in order to constantly improve the speed, accuracy and comprehensiveness of our online platform.
Since the promulgation of the E-commerce Law, PRC government has promulgated implementation rules and opinions governing the e-commerce industry, including measures governing the administration of payment institutions’ foreign exchange related services provided to e-commerce operators and consumers, as well as guiding opinions on data interconnection and sharing between enterprises of express delivery and e-commerce industries, and the Measures for the Supervision and Administration of Online Trading which impose a series of regulatory requirements on new forms of online trading, such as online social networking e-commerce and online livestreaming e-commerce.
Since the promulgation of the PRC E-Commerce Law, the PRC government has promulgated implementation rules and opinions governing the e-commerce industry, including measures governing the administration of payment institutions’ foreign exchange related services provided to e-commerce operators and consumers, as well as guiding opinions on data interconnection and sharing between enterprises of express delivery and e-commerce industries, and the Measures for the Supervision and Administration of Online Trading which impose a series of regulatory requirements on new forms of online trading, such as online social networking e-commerce and online livestreaming e-commerce.
Information on the Company—B. Business Overview—PRC Regulation—Regulations on Online Transaction Platform Operators.” We have adopted the required measures to keep our current practice in line with the requirements under the E-Commerce Law and its implementation rules.
Information on the Company—B. Business Overview—PRC Regulation—Regulations on Online Transaction Platform Operators.” We have adopted the required measures to keep our current practice in line with the requirements under the PRC E-Commerce Law and its implementation rules.
The listing standards of the Nasdaq Global Market provide that a company, in order to qualify for continued listing, must maintain a minimum ADS price of US$1.00 and various additional requirements.
The listing standards of the Nasdaq Global Market provide that a company must maintain a minimum ADS price of US$1.00 and various additional requirements in order to qualify for continued listing.
Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC.
Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC.
Accordingly, for holders of our ADSs, realization of a gain on their investment will depend on the appreciation of the price of our ADSs, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our ADSs.
Accordingly, for holders of our ADSs, realization of a gain on their investment will depend on the price appreciation of our ADSs, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our ADSs.
As an e-commerce operator, we are required under the E-commerce Law, (1) to refrain from conducting false or misleading commercial promotion by fabricating transactions, making up user comments or otherwise, to defraud or mislead consumers, (2) to allow consumer to opt out of search results targeting his or her personally characteristics such as hobbies and shopping patterns and simultaneously show the consumers with options not targeting his or her personally characteristics, (3) to alert consumers of tie-in sale of commodities or services, and shall not set the tied-in commodities or services as a default option, (4) to obtain and maintain business license and other applicable licenses as required, and disclose information of such license at our front-page, (5) to clearly detail the refund procedure for the deposit we received from customers, and not set any unreasonable conditions to refund, (6) to take the risks and responsibilities in the transportation of the products, unless the consumer chooses a courier logistics service provider other than the default service provider, etc.
As an e-commerce operator, we are required under the PRC E-Commerce Law, (1) to refrain from conducting false or misleading commercial promotion by fabricating transactions, making up user comments or otherwise, to defraud or mislead consumers, (2) to allow consumer to opt out of search results targeting his or her personally characteristics such as hobbies and shopping patterns and simultaneously show the consumers with options not targeting his or her personally characteristics, (3) to alert consumers of tie-in sale of commodities or services, and shall not set the tied-in commodities or services as a default option, (4) to obtain and maintain business license and other applicable licenses as required, and disclose information of such license at our front-page, (5) to clearly detail the refund procedure for the deposit we received from customers, and not set any unreasonable conditions to refund, (6) to take the risks and responsibilities in the transportation of the products, unless the consumer chooses a courier logistics service provider other than the default service provider, etc.
According to the Overseas Listing Trial Measures, if we are deemed as an indirect overseas listed Chinese domestic company but fail to complete the filing procedures with the CSRC for any of our future securities offerings and listings outside of mainland China, including but not limited to follow-on offerings, secondary listings and going-private transactions, or follow any other reporting requirements required thereunder, we may be subject to penalties, sanctions and fines imposed by the CSRC and relevant departments of the State Council, which could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
According to the Overseas Listing Trial Measures, if we are deemed as an indirect overseas listed Chinese domestic company but fail to complete the filing procedures with the CSRC for any of our future securities offerings and listings outside of mainland China, including but not limited to follow-on offerings, secondary listings and going-private transactions, or follow any other reporting requirements required thereunder, we may be subject to penalties, sanctions and fines imposed by the CSRC and the departments of the State Council, which could have a material and adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs.
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, or the Hong Kong Tax Treaty, 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 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 subsidiary.
If the VIE structure would be deemed as a method of foreign investment under any of such future laws, regulations and rules, and any of our businesses operations would fall in the “negative list” for foreign investment that is subject to any foreign investment restrictions or prohibitions, we would be required to take further actions to comply with such laws, regulations and rules, which may materially and adversely affect our current corporate structure, corporate governance, business, financial conditions and results of operations.
If the VIE structure would be deemed as a method of foreign investment under any of such future laws, regulations and rules, and any of our businesses operations would fall under the “negative list” for foreign investment that is subject to any foreign investment restrictions or prohibitions, we would be required to take further actions to comply with such laws, regulations and rules, which may materially and adversely affect our current corporate structure, corporate governance, business, financial conditions and results of operations.
We enable our customers to make payments through our website by working with various third-party online payment processing service providers. As we rely on third parties to provide payment processing services, including processing payments made with credit cards and debit cards, it could disrupt our business if these companies become unwilling or unable to provide these services to us.
We enable our customers to make payments through our website by working with various third-party payment processing service providers. As we rely on third parties to provide payment processing services, including processing payments made with credit cards and debit cards, it could disrupt our business if these companies become unwilling or unable to provide these services to us.
Our ability to carry out our investment and acquisition strategy may be materially and adversely affected due to significant regulatory uncertainty as to the timing of receipt of relevant approvals or completion of relevant filings and whether we will be able to complete such investments and acquisitions in the future in a timely manner or at all.
Our ability to carry out our investment and acquisition strategy may be materially and adversely affected due to significant regulatory uncertainty as to the timing of receipt of approvals or completion of filings and whether we will be able to complete such investments and acquisitions in the future in a timely manner or at all.
In addition, we have not registered the vast majority of our lease agreements with the relevant PRC government authorities as required by PRC law, and although failure to do so does not in itself invalidate the leases, we may not be able to defend these leases against bona fide third parties.
In addition, we have not registered the vast majority of our lease agreements with the PRC government authorities as required by PRC law, and although failure to do so does not in itself invalidate the leases, we may not be able to defend these leases against bona fide third parties.
A series of contractual agreements, including powers of attorney, equity interest pledge agreements, cooperation agreements, purchase option agreements and shareholders’ voting rights agreements, have been entered into by and among our wholly owned PRC subsidiary, Beijing Tuniu Technology Co., Ltd., or Beijing Tuniu, the VIE and its shareholders.
A series of contractual agreements, including powers of attorney, equity interest pledge agreement, cooperation agreement, purchase option agreement and shareholders’ voting rights agreement, have been entered into by and among our wholly owned PRC subsidiary, Beijing Tuniu Technology Co., Ltd., or Beijing Tuniu, the VIE and its shareholders.
Charges between other entities (i) Group management fees charged by the primary beneficiary of the VIE to other subsidiaries in the Group. 13 Table of Contents Purchase of intangible assets from VIE (i) Software copyrights transferred from the VIE and its subsidiaries to other subsidiaries amounting to RMB78.0 million for the year ended 2022.
Charges between other entities (i) Group management fees charged by the primary beneficiary of the VIE to other subsidiaries in the Tuniu. 13 Table of Contents Purchase of intangible assets from VIE (i) Software copyrights transferred from the VIE and its subsidiaries to other subsidiaries amounting to RMB78.0 million for the year ended 2022.
Liquidity and Capital Resources—Holding Company Structure.” 6 Table of Contents Under PRC laws and regulations, our PRC subsidiaries and VIE are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us.
Liquidity and Capital Resources—Holding Company Structure.” 6 Table of Contents Under PRC laws and regulations, our PRC subsidiaries and the VIE are subject to certain restrictions with respect to paying dividends or otherwise transferring any of their net assets to us.
Our PRC subsidiaries are incorporated in the PRC and governed by applicable PRC tax laws and regulations. The EIT Law and its Implementation Rules have adopted a uniform statutory enterprise income tax rate of 25% to all enterprises in China, including foreign-invested enterprises.
Our PRC subsidiaries are incorporated in the PRC and governed by applicable PRC tax laws and regulations. The Enterprise Income Tax Law and its implementation rules have adopted a uniform statutory enterprise income tax rate of 25% to all enterprises in China, including foreign-invested enterprises.
While entities and businesses in Hong Kong and Macau operate under different sets of laws from the mainland China, the legal risks associated with being based in and having operations in the mainland China could apply to our operations in Hong Kong and Macau, if the laws applicable to the Chinese mainland become applicable to entities and businesses in Hong Kong and Macau in the future.
While entities and businesses in Hong Kong and Macau operate under different sets of laws from mainland China, the legal risks associated with being based in and having operations in mainland China could apply to our operations in Hong Kong and Macau, if the laws applicable to mainland China become applicable to entities and businesses in Hong Kong and Macau in the future.
Any failure to obtain or delay in obtaining such approvals or completing such filing procedures for our offshore offerings, or a rescission of any such approval or filing if obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities.
Any failure to obtain or delay in obtaining such approvals or completing such filing procedures for our future offshore offerings, or a rescission of any such approval or filing if obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities.
Although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of a mutual and practical cooperation mechanism.
Specifically, although the authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of a mutual and practical cooperation mechanism.
The “variable interest entity” structure, or VIE structure, has been adopted by many PRC-based companies, including us, to obtain necessary licenses and permits in industries that are currently subject to foreign investment restrictions in China.
The “variable interest entity” structure, or VIE structure, has been adopted by many PRC-based companies, including us, to obtain and maintain necessary licenses and permits in industries that are currently subject to foreign investment restrictions in China.
Under the Stock Option Rules and other relevant rules and regulations, PRC residents who participate in stock incentive plans in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures.
Under the Stock Option Rules and other rules and regulations, PRC residents who participate in stock incentive plans in an overseas publicly-listed company are required to register with SAFE or its local branches and complete certain other procedures.
The PRC Foreign Investment Law and the Implementation Rules do not use the concept of “control” in determining whether a company should be considered as a foreign-invested enterprise, nor do they explicitly provide the VIE structure as a method of foreign investment.
The PRC Foreign Investment Law and its implementation rules do not use the concept of “control” in determining whether a company should be considered as a foreign-invested enterprise, nor do they explicitly provide the VIE structure as a method of foreign investment.
SAFE Circular 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity for the purpose of overseas investment and financing, with assets or equity interests of onshore companies or offshore assets or interests held by the PRC residents, referred to in SAFE Circular 37 as a “special purpose vehicle.” SAFE Circular 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increases or decreases in capital contributed by PRC residents, transfers or exchanges of shares, mergers, divisions, or other material changes.
This circular requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity for the purpose of overseas investment and financing, with assets or equity interests of onshore companies or offshore assets or interests held by the PRC residents, referred to in the circular as a “special purpose vehicle.” The circular further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increases or decreases in capital contributed by PRC residents, transfers or exchanges of shares, mergers, divisions, or other material changes.
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.
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.
Failure of our PRC share option holders or restricted shareholders to complete their SAFE registrations may subject these PRC residents to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute dividends to us, or otherwise materially adversely affect our business. 33 Table of Contents Our subsidiaries and the consolidated affiliated entities in China are subject to restrictions on paying dividends or making other payments to our holding company, which may restrict our ability to satisfy our liquidity requirements.
Failure of our PRC share option holders or restricted shareholders to complete their SAFE registrations may subject these PRC residents to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to distribute dividends to us, or otherwise materially adversely affect our business. 31 Table of Contents Our subsidiaries and the consolidated affiliated entities in China are subject to restrictions on paying dividends or making other payments to our holding company, which may restrict our ability to satisfy our liquidity requirements.
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.
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.
If we are unable to identify, attract, hire, train and retain sufficient employees in these areas, our customers may not have satisfactory experiences with us and may turn to our competitors, which may adversely affect our business and results of operations. 43 Table of Contents We may be subject to legal or administrative proceedings regarding our travel products and services, information provided on our online platform or other aspects of our business operations, which may be time-consuming to defend and affect our reputation.
If we are unable to identify, attract, hire, train and retain sufficient employees in these areas, our customers may not have satisfactory experiences with us and may turn to our competitors, which may adversely affect our business and results of operations. 39 Table of Contents We may be subject to legal or administrative proceedings regarding our travel products and services, information provided on our online platform or other aspects of our business operations, which may be time-consuming to defend and affect our reputation.
Besides, the foreign investors of the company shall not be involved in the company’s operation and management, and their shareholding percentage shall be subject, mutatis mutandis, to the relevant regulations on the domestic securities investments by foreign investors.
Besides, the foreign investors of the company shall not be involved in the company’s operation and management, and their shareholding percentage shall be subject, mutatis mutandis, to the regulations on the domestic securities investments by foreign investors.
Under the terms of Bulletin 7, as amended, the transfer that meets all of the following conditions shall be directly deemed as having no reasonable commercial purposes: (i) more than 75% of the value of the equity interests of the offshore holding company are directly or indirectly derived from PRC taxable properties; (ii) at any time during the year before the indirect transfer, over 90% of the total properties of the offshore holding company are investments within PRC territory, or in the year before the indirect transfer, over 90% of the offshore holding company’s revenue is directly or indirectly derived from PRC territory; (iii) the function performed and risks assumed by the offshore holding company are insufficient to substantiate its corporate existence; or (iv) the foreign income tax imposed on the indirect transfer is lower than the PRC tax imposed on the direct transfer of the PRC taxable properties.
Under the terms of the announcement, as amended, the transfer that meets all of the following conditions shall be directly deemed as having no reasonable commercial purposes: (i) more than 75% of the value of the equity interests of the offshore holding company are directly or indirectly derived from PRC taxable properties; (ii) at any time during the year before the indirect transfer, over 90% of the total properties of the offshore holding company are investments within PRC territory, or in the year before the indirect transfer, over 90% of the offshore holding company’s revenue is directly or indirectly derived from PRC territory; (iii) the function performed and risks assumed by the offshore holding company are insufficient to substantiate its corporate existence; or (iv) the foreign income tax imposed on the indirect transfer is lower than the PRC tax imposed on the direct transfer of the PRC taxable properties.
For this reason, 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, 2022. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
For this reason, 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, 2023. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions.
Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Nanjing, our operations may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations. 39 Table of Contents 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.
Consequently, if any natural disasters, health epidemics or other public safety concerns were to affect Nanjing, our operations may experience material disruptions, which may materially and adversely affect our business, financial condition and results of operations. 35 Table of Contents 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.
Under the PRC Enterprise Income Tax Law, or the EIT Law and its Implementation Rules, that became effective on January 1, 2008 and was amended in February 2017, December 2018 and April 2019, respectively, an enterprise established outside the PRC with a “de facto management body” within the PRC is considered a PRC resident enterprise for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income.
Under the PRC Enterprise Income Tax Law, and its implementation rules, that became effective on January 1, 2008 and was amended in February 2017, December 2018 and April 2019, respectively, an enterprise established outside the PRC with a “de facto management body” within the PRC is considered a PRC resident enterprise for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income.
Due to our operations in China and stock listings in U.S., the Overseas Listing Trial Measures and any future PRC, U.S. or other rules and regulations that place restrictions on capital raising could adversely affect our business and results of operations and could significantly limit or completely hinder our ability to offer or continue to offer our ADSs or ordinary shares to investors, and could cause the value of our ADSs or ordinary shares to significantly decline or become worthless.
Due to our operations in China and listing in U.S., the Overseas Listing Trial Measures and any future PRC, U.S. or other rules and regulations that place restrictions on capital raising could adversely affect our business and results of operations and could significantly limit or completely hinder our ability to offer or continue to offer our ADSs or ordinary shares to investors, and could cause the value of our ADSs or ordinary shares to significantly decline or become worthless.
However, the PRC government may exert influence over our operations in Hong Kong and Macau at any time and new regulatory actions related to data security or anti-monopoly concerns in Hong Kong or Macau may be taken in the future, which may have a material impact on our ability to conduct business, accept foreign investment or continue to list on a United States stock exchange.
However, the PRC government may influence our operations in Hong Kong and Macau at any time and new regulatory actions related to data security or anti-monopoly concerns in Hong Kong or Macau may be taken in the future, which may have a material impact on our ability to conduct business, accept foreign investment or continue to list on a United States stock exchange.
See “—Risks Related to Doing Business in China—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.” Our business may also be significantly affected by other factors that tend to reduce leisure travel, including increased prices in hotel, air-ticketing, fuel or other travel-related sectors, work stoppages or labor unrest at airlines, increased occurrences of travel-related accidents, outbreaks of other contagious diseases, natural disasters and extreme unexpected bad weather, terrorist attacks and political unrest.
See “—Risks Related to Doing Business in China—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.” 34 Table of Contents Our business may also be significantly affected by other factors that tend to reduce leisure travel, including increased prices in hotel, air-ticketing, fuel or other travel-related sectors, work stoppages or labor unrest at airlines, increased occurrences of travel-related accidents, outbreaks of other contagious diseases, natural disasters and extreme unexpected bad weather, terrorist attacks and political unrest.
If we fail to maintain and increase our brand recognition in a cost-effective manner, our financial condition and results of operations may be materially and adversely affected. 41 Table of Contents We are exposed to proceedings or claims arising from travel-related accidents or customer misconduct during their travels, the occurrence of which may be beyond our control.
If we fail to maintain and increase our brand recognition in a cost-effective manner, our financial condition and results of operations may be materially and adversely affected. 37 Table of Contents We are exposed to proceedings or claims arising from travel-related accidents or customer misconduct during their travels, the occurrence of which may be beyond our control.
For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied. Under PRC law, Tuniu Corporation may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the VIE only through loans, subject to satisfaction of applicable government registration and approval requirements.
For purposes of this hypothetical example, the table above assumes a maximum tax scenario under which the full withholding tax would be applied. 7 Table of Contents Under PRC law, Tuniu Corporation may provide funding to our PRC subsidiaries only through capital contributions or loans, and to the VIE only through loans, subject to satisfaction of applicable government registration and approval requirements.
Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. Our business operations are based in China.
Changes in China’s economic or social conditions or government policies could have a material adverse effect on our business and operations. Our business operations are based in China.
Further to STA Circular 82, the STA issued STA Bulletin 45, which took effect on September 1, 2011, to provide more guidance on the implementation of STA Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore-incorporated resident enterprises.” STA Bulletin 45 provides procedures and administrative details for the determination of PRC resident enterprise status and administration on post-determination matters.
Further to STA Circular 82, the State Taxation Administration issued STA Bulletin 45, which took effect on September 1, 2011, to provide more guidance on the implementation of STA Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore-incorporated resident enterprises.” STA Bulletin 45 provides procedures and administrative details for the determination of PRC resident enterprise status and administration on post-determination matters.
The Tourism Law and the Measures for Administration of the Overseas Tours of Chinese Citizens may reduce the demand of organized tours and materially and adversely affect our business and results of operations.
The PRC Tourism Law and the Measures for Administration of the Overseas Tours of Chinese Citizens may reduce the demand of organized tours and materially and adversely affect our business and results of operations.
The hypothetical book pre-tax earnings amount, not considering timing differences, is assumed to equal taxable income in China. (2) Certain of our subsidiaries qualifies for a 15% preferential income tax rate in China. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective.
The hypothetical book pre-tax earnings amount, not considering timing differences, is assumed to equal taxable income in China. (2) Certain of our subsidiaries qualify for a 15% preferential income tax rate in China. For purposes of this hypothetical example, the table above reflects a maximum tax scenario under which the full statutory rate would be effective.
If the PRC government finds that the agreements that establish the structure for operating some of our business operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we and the VIE could be subject to severe penalties, or be forced to relinquish our interest in those operations.
If the PRC government finds that the agreements that establish the structure for operating some of our business operations in China do not comply with PRC regulations relating to the industries we operate in, or if these regulations or the interpretation of existing regulations change in the future, we and the VIE could be subject to severe penalties, or be forced to relinquish our interest in those operations.
There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of our rights with respect to our contractual arrangements with the VIE and its shareholders. It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or if adopted, what they would provide.
There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of our rights with respect to our contractual arrangements with the VIE and its shareholders. It is uncertain whether any new PRC laws or regulations relating to VIE structure will be adopted or if adopted, what they would provide.
However, the competent PRC government may promulgate further implementation rules under the E-Commerce Law and may deem our current measures insufficient under the E-Commerce Law and its implementation rules.
However, the competent PRC government authorities may promulgate further implementation rules under the PRC E-Commerce Law and may deem our current measures insufficient under the PRC E-Commerce Law and its implementation rules.
The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary thinks it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
The depositary may refuse to deliver, transfer or register transfers of our ADSs generally when our share register or the books of the depositary are closed, or at any time if we or the depositary deems it is advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.
If future implementing rules of the Cybersecurity Review Measures and the enacted version of the Regulations on the Network Data Security mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, or suspension of our non-compliant operations, and materially and adversely affect our business and results of operations and the price of our ADSs.
If future implementing rules of the Cybersecurity Review Measures and the enacted version of the Regulations on the Administration of Cyber Data Security mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, or suspension of our non-compliant operations, and materially and adversely affect our business and results of operations and the price of our ADSs.
Pursuant to the PRC Foreign Investment Law, “foreign investments” refer to investment activities conducted by foreign investors (including foreign natural persons, foreign enterprises or other foreign organizations) directly or “indirectly” in the PRC, which include any of the following circumstances: (i) foreign investors setting up foreign-invested enterprises in the PRC solely or jointly with other investors, (ii) foreign investors obtaining shares, equity interests, property portions or other similar rights and interests of enterprises within the PRC, (iii) foreign investors investing in new projects in the PRC solely or jointly with other investors, and (iv) investment in other methods as specified in laws and administrative regulations, or as stipulated by the State Council.
Organizational Structure.” Pursuant to the PRC Foreign Investment Law, “foreign investments” refer to investment activities conducted by foreign investors (including foreign natural persons, foreign enterprises or other foreign organizations) directly or “indirectly” in the PRC, which include any of the following circumstances: (i) foreign investors setting up foreign-invested enterprises in the PRC solely or jointly with other investors, (ii) foreign investors obtaining shares, equity interests, property portions or other similar rights and interests of enterprises within the PRC, (iii) foreign investors investing in new projects in the PRC solely or jointly with other investors, and (iv) investment in other methods as specified in laws and administrative regulations, or as stipulated by the State Council.
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, 2022.
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, 2023.
Violation of relevant laws and regulations governing these licenses, approvals, filings or qualifications may result in penalties and even suspension or revocation of the licenses, approvals, filings or qualifications.
Violation of the laws and regulations governing these licenses, approvals, filings or qualifications may result in penalties and even suspension or revocation of the licenses, approvals, filings or qualifications.
If we fail to continue to 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.
There can be no assurance that the relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC counsel.
There can be no assurance that the PRC government agencies, including the CSRC, would reach the same conclusion as our PRC counsel.
We may be subject to human error, fraud and other illegal activities in connection with third-party online payment services.
We may be subject to human error, fraud and other illegal activities in connection with third-party payment services.
The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States.
The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States.
The improper use or disclosure of data could have a material and adverse effect on our business and prospects.” In addition, on February 17, 2023, China Securities Regulatory Commission, or the CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and 5 relevant guidelines, which became effective on March 31, 2023, requiring Chinese domestic companies’ overseas offerings and listings of equity securities be filed with the CSRC.
The improper use or disclosure of data could have a material and adverse effect on our business and prospects.” In addition, on February 17, 2023, the China Securities Regulatory Commission, or the CSRC, promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, and five guidelines, which became effective on March 31, 2023, requiring Chinese domestic companies’ overseas offerings and listings of equity securities be filed with the CSRC.
Any failure to obtain or delay in obtaining such approval for our offshore offerings, or a rescission of obtained approval, would subject us to sanctions imposed by the CSRC or other PRC government authorities. For more details, see “Item 3. Key Information—D.
Any failure to obtain or delay in obtaining such approval for our offshore offerings, or a rescission of obtained approval, would subject us to sanctions imposed by the CSRC or other PRC government authorities. See “Item 3. Key Information—D.
The E-commerce Law strengthens the regulation of E-commerce operators relating to consumer protection, personal data protection and intellectual property rights protection.
The PRC E-Commerce Law strengthens the regulation of e-commerce operators relating to consumer protection, personal data protection and intellectual property rights protection.
These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of mainland China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings into mainland China or take other actions that could materially and adversely affect our businesses, financial conditions, results of operations, and prospects, as well as the trading price of our ADSs.
These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of mainland China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our future offshore offerings into mainland China, halt our future offshore offering or take other actions that could materially and adversely affect our businesses, financial conditions, results of operations, and prospects, as well as the trading price of our ADSs.
Our independent registered public accounting firm has also issued an attestation report, which has concluded that our internal control over financial reporting was effective in all material aspects as of December 31, 2022. See “Item 15.
Our independent registered public accounting firm has also issued an attestation report, which has concluded that our internal control over financial reporting was effective in all material aspects as of December 31, 2023. See “Item 15.
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.
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.
For the years ended December 31, 2020, 2021 and 2022, Tuniu Corporation did not make any capital contribution to our intermediate holding companies and subsidiaries. For the years ended December 31, 2020, 2021 and 2022, 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, 2021, 2022 and 2023, Tuniu Corporation did not make any capital contribution to our intermediate holding companies and subsidiaries. For the years ended December 31, 2021, 2022 and 2023, our intermediate holding companies and subsidiaries and the consolidated affiliated entities received no capital contribution or loan investment from Tuniu Corporation.
If PRC income tax were imposed on gains realized through the transfer of our ADSs or ordinary shares or on dividends paid to our non-PRC resident shareholders, the value of the investment in our ADSs or ordinary shares may be materially and adversely affected.
If PRC income tax was imposed on gains realized through the transfer of our ADSs or ordinary shares or on dividends paid to our non-PRC resident shareholders, the value of the investment in our ADSs or ordinary shares may be materially and adversely affected.
In addition, these agreements have not been tested in China courts. For a detailed description of the risks associated with our corporate structure, please refer to risks disclosed under “Item 3. Key Information—D.
In addition, these agreements have not been tested in Chinese courts. For a detailed description of the risks associated with our corporate structure, please refer to risks disclosed under “Item 3. Key Information—D.
The EIT Law and its Implementation Rules also permit qualified “high and new technology enterprises,” or HNTEs, to enjoy a preferential enterprise income tax rate of 15% upon filing with the relevant tax authorities.
The Enterprise Income Tax Law and its implementation rules also permit qualified “high and new technology enterprises,” or HNTEs, to enjoy a preferential enterprise income tax rate of 15% upon filing with the tax authorities.
However, there is no assurance that such insurance or indemnification will be sufficient to cover all of our losses. For example, losses incurred due to COVID-19 in most cases are not reimbursable.
However, there is no assurance that such insurance or indemnification will be sufficient to cover all of our losses. For example, losses incurred due to COVID-19 in most cases were not reimbursable.
If the Cybersecurity Review Measures and the enacted version of the Draft Regulations mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal of our app from the 49 Table of Contents relevant application stores, and materially and adversely affect our businesses and results of operations.
If the Cybersecurity Review Measures and the enacted version of the Draft Regulations mandate clearance of cybersecurity review and other specific actions to be taken by issuers like us, we face uncertainties as to whether these additional procedures can be completed by us timely, or at all, which may subject us to government enforcement actions and investigations, fines, penalties, suspension of our non-compliant operations, or removal of our app from the application stores, and materially and adversely affect our businesses and results of operations.
Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules.” 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. We are an exempted company incorporated under the laws of the Cayman Islands.
Taxation—United States Federal Income Tax Considerations—Passive Foreign Investment Company Rules.” 48 Table of Contents 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. We are an exempted company incorporated under the laws of the Cayman Islands.
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.
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.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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In addition to our product information such as tour duration, departure time and destination descriptions, our website features comprehensive travel advice ranging from basic information to professional, and user recommendations and travellers’ reviews for the destinations we cover.
In addition to our product information such as tour duration, departure time and destination descriptions, our website features comprehensive travel advice ranging from basic to professional information, and user recommendations and travellers’ reviews for the destinations we cover.
Our tour advisors are equipped with product expertise to guide customers through the details of available packaged tours on our online platform and provide insightful advice on customers’ desired travel destinations. Our tour advisors provide professional guidance on product selection, price, travel requirements and payment to ensure an efficient and informed shopping experience.
Our tour advisors are equipped with product expertise to guide customers through the details of available packaged tours on our online platform and provide insightful advice on our customers’ desired travel destinations. Our tour advisors provide professional guidance on product selection, price, travel requirements and payment to ensure an efficient and informed shopping experience.
According to the Online Live Streaming Notice, online audio-visual live streaming service providers shall censor and tape such programs and retain them for at least 60 days for future check by the administrative departments; and they shall have an emergency plan in place to replace programs in violation of laws and regulations.
According to the notice, online audio-visual live streaming service providers shall censor and tape such programs and retain them for at least 60 days for future check by the administrative departments; and they shall have an emergency plan in place to replace programs in violation of laws and regulations.
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 agreement shall be effective retroactive to 24 January 2014 and will remain effective until expiration of Beijing Tuniu’s business term, unless Beijing Tuniu exercises its unilateral right to terminate the agreement, one of the parties is declared bankrupt or Beijing Tuniu is not able to provide consulting and services as agreed for more than three consecutive years because of force majeure.
This agreement shall be effective retroactive to January 24, 2014 and will remain effective until expiration of Beijing Tuniu’s business term, unless Beijing Tuniu exercises its unilateral right to terminate the agreement, one of the parties is declared bankrupt or Beijing Tuniu is not able to provide consulting and services as agreed for more than three consecutive years because of force majeure.
As an e-commerce operator, we are required under the E-commerce Law, (1) to refrain from conducting false or misleading commercial promotion by fabricating transactions, making up user comments or otherwise, to defraud or mislead consumers, (2) to allow consumers to opt out of search results targeting his or her personal characteristics such as hobbies and shopping patterns and simultaneously show the consumers with options not targeting his or her personally characteristics, (3) to alert consumers of tie-in sales of commodities or services, and shall not set the tied-in commodities or services as a default option, (4) to obtain and maintain a business license and other applicable licenses as required, and disclose information of such licenses at our front-page, (5) to clearly detail the refund procedure for the deposit we received from customers, and not set any unreasonable conditions to refund, (6) to take the risks and responsibilities in the transportation of the products, unless the consumer chooses a courier logistics service provider other than the default service provider, etc.
As an e-commerce operator, we are required under the PRC E-Commerce Law, (1) to refrain from conducting false or misleading commercial promotion by fabricating transactions, making up user comments or otherwise, to defraud or mislead consumers, (2) to allow consumers to opt out of search results targeting his or her personal characteristics such as hobbies and shopping patterns and simultaneously show the consumers with options not targeting his or her personally characteristics, (3) to alert consumers of tie-in sales of commodities or services, and shall not set the tied-in commodities or services as a default option, (4) to obtain and maintain a business license and other applicable licenses as required, and disclose information of such licenses at our front-page, (5) to clearly detail the refund procedure for the deposit we received from customers, and not set any unreasonable conditions to refund, (6) to take the risks and responsibilities in the transportation of the products, unless the consumer chooses a courier logistics service provider other than the default service provider, etc.
Moreover, an overseas offering and listing is prohibited if (i) it is prohibited by PRC laws, regulations or other relevant rules, (ii) it may endanger national security as reviewed and determined by competent PRC authorities, (iii) in recent three years, the Chinese operating entities, or their controlling shareholders and actual controllers have committed any criminal act of corruption, bribery, embezzlement of property, misappropriation of property or disruption of the socialist market economic order, (iv) the Chinese operating entities are currently under investigations for suspicion of criminal offenses or major violations, and no clear conclusion has been reached yet; or (v) there is material ownership disputes over the equity held by the controlling shareholder or the shareholder(s) under the control of the controlling shareholder or the actual controller.
Moreover, an overseas offering and listing is prohibited if (i) it is prohibited by PRC laws, regulations or other rules, (ii) it may endanger national security as reviewed and determined by competent PRC authorities, (iii) in recent three years, the Chinese operating entities, or their controlling shareholders and actual controllers have committed any criminal act of corruption, bribery, embezzlement of property, misappropriation of property or disruption of the socialist market economic order, (iv) the Chinese operating entities are currently under investigations for suspicion of criminal offenses or major violations, and no clear conclusion has been reached yet; or (v) there is material ownership disputes over the equity held by the controlling shareholder or the shareholder(s) under the control of the controlling shareholder or the actual controller.
The Overseas Listing Trial Measures clarify the scope of overseas offerings and listings by Chinese domestic companies which are subject to the filing and reporting requirements thereunder, and provide, among others, that Chinese domestic companies that have already directly or indirectly offered and listed securities in overseas markets prior to the effectiveness of the Overseas Listing Trial Measures shall fulfil their filing obligations and report relevant information to the CSRC within three working days after conducting securities offerings and listings outside of mainland China, including but not limited to follow-on offerings, secondary listings and going-private transactions, and follow the relevant reporting requirements within three working days upon the occurrence of any specified circumstances provided thereunder.
The Overseas Listing Trial Measures clarify the scope of overseas offerings and listings by Chinese domestic companies which are subject to the filing and reporting requirements thereunder, and provide, among others, that Chinese domestic companies that have already directly or indirectly offered and listed securities in overseas markets prior to the effectiveness of the Overseas Listing Trial Measures shall fulfil their filing obligations and report their information to the CSRC within three working days after conducting securities offerings and listings outside of mainland China, including but not limited to follow-on offerings, secondary listings and going-private transactions, and follow the reporting requirements within three working days upon the occurrence of any specified circumstances provided thereunder.
According to the Internet Live-Streaming Services Provisions, an internet live-streaming service provider shall take various measures during operation of live streaming services, including, but not limited to: (i) establish a live-streaming content review platform, conducting classification and grading management according to the online live streaming content categories, user scale and others, add tags to graphics, video, audio or broadcast tag information for platforms; (ii) conduct verification on online live streaming users with valid identification information (e.g., authentic mobile phone numbers) and authentication registration of internet live-streaming issuers based on their identification documents (such as their identity certificates, business licenses and organization code certificates); (iii) examine and verify the authenticity of the identification information of online live streaming service publishers, classify and file such identification information records with the Internet information offices at the provincial level where they are located and provide such information to relevant law enforcement departments upon legal request; and (iv) enter into a service agreement with internet live-streaming services user to specify both parties’ rights and obligations and require them to comply with the laws, regulations and platform conventions; and (v) establish a credit-rating system and a blacklist system, to provide management and services according to such credit rating, prohibit re-registration of accounts by online live streaming service users on the black list and promptly report such users to relevant Internet information offices.
According to these provisions, an internet live-streaming service provider shall take various measures during operation of live streaming services, including, but not limited to: (i) establish a live-streaming content review platform, conducting classification and grading management according to the online live streaming content categories, user scale and others, add tags to graphics, video, audio or broadcast tag information for platforms; (ii) conduct verification on online live streaming users with valid identification information (e.g., authentic mobile phone numbers) and authentication registration of internet live-streaming issuers based on their identification documents (such as their identity certificates, business licenses and organization code certificates); (iii) examine and verify the authenticity of the identification information of online live streaming service publishers, classify and file such identification information records with the internet information offices at the provincial level where they are located and provide such information to the law enforcement departments upon legal request; and (iv) enter into a service agreement with internet live-streaming services user to specify both parties’ rights and obligations and require them to comply with the laws, regulations and platform conventions; and (v) establish a credit-rating system and a blacklist system, to provide management and services according to such credit rating, prohibit re-registration of accounts by online live streaming service users on the black list and promptly report such users to the internet information offices.
According to the Overseas Listing Trial Measures, if we are deemed as an indirect overseas listed Chinese domestic company but fail to complete the filing procedures with the CSRC for any of our future securities offerings and listings outside of mainland China, including but not limited to follow-on offerings, secondary listings and going-private transactions, or follow any other reporting requirements required thereunder, we may be subject to penalties, sanctions and fines imposed by the CSRC and relevant departments of the State Council.
According to the Overseas Listing Trial Measures, if we are deemed as an indirect overseas listed Chinese domestic company but fail to complete the filing procedures with the CSRC for any of our future securities offerings and listings outside of mainland China, including but not limited to follow-on offerings, secondary listings and going-private transactions, or follow any other reporting requirements required thereunder, we may be subject to penalties, sanctions and fines imposed by the CSRC and departments of the State Council.
According to the Guidelines on Strengthening Supervision of Online Live Streaming Marketing Activities promulgated by the SAMR on November 5, 2020, any network platform shall assume the responsibility and obligation as an e-commerce platform operator according to the E-Commerce Law; provided that this platform provides operators, who sell goods or provide services via internet live streaming, with services such as internet operation place, transaction matchmaking and information publication in order for the transaction parties to independently complete their transaction activities.
According to the Guidelines on Strengthening Supervision of Online Live Streaming Marketing Activities promulgated by the SAMR on November 5, 2020, any network platform shall assume the responsibility and obligation as an e-commerce platform operator according to the PRC E-Commerce Law; provided that this platform provides operators, who sell goods or provide services via internet live streaming, with services such as internet operation place, transaction matchmaking and information publication in order for the transaction parties to independently complete their transaction activities.
According to the Revised Confidentiality and Archives Administration Provisions, where overseas securities regulators or relevant competent authorities request to inspect, investigate or collect evidence from Chinese domestic companies concerning their overseas offering and listing or their securities firms and securities service providers that undertake securities business for such Chinese domestic companies, such inspection, investigation and evidence collection must be conducted under the cross-border regulatory cooperation mechanism, and the CSRC or competent authorities of the Chinese government will provide necessary assistance pursuant to bilateral and multilateral cooperation mechanism.
According to the Revised Confidentiality and Archives Administration Provisions, where overseas securities regulators or competent authorities request to inspect, investigate or collect evidence from Chinese domestic companies concerning their overseas offering and listing or their securities firms and securities service providers that undertake securities business for such Chinese domestic companies, such inspection, investigation and evidence collection must be conducted under the cross-border regulatory cooperation mechanism, and the CSRC or competent authorities of the Chinese government will provide necessary assistance pursuant to bilateral and multilateral cooperation mechanism.
Pursuant to the relevant PRC regulations, rules and interpretations, Internet service providers will be jointly liable with the infringer if they (i) participate in, assist in or abet infringing activities committed by any other person through the Internet, (ii) are or should be aware of the infringing activities committed by their website users through the Internet, or (iii) fail to remove infringing content or take other action to eliminate infringing consequences after receiving a warning with evidence of such infringing activities from the copyright holder.
Pursuant to PRC regulations, rules and interpretations, internet service providers will be jointly liable with the infringer if they (i) participate in, assist in or abet infringing activities committed by any other person through the internet, (ii) are or should be aware of the infringing activities committed by their website users through the internet, or (iii) fail to remove infringing content or take other action to eliminate infringing consequences after receiving a warning with evidence of such infringing activities from the copyright holder.
In addition, where an ICP service operator is clearly aware of the infringement of certain content against another’s copyright through the Internet, or fails to take measures to remove relevant contents upon receipt of the copyright owner’s notice, and as a result, it damages the public interest, the ICP service operator could be ordered to stop the tortious act and be subject to other administrative penalties such as confiscation of illegal income and fines.
In addition, where an ICP service operator is clearly aware of the infringement of certain content against another’s copyright through the internet, or fails to take measures to remove contents upon receipt of the copyright owner’s notice, and as a result, it damages the public interest, the ICP service operator could be ordered to stop the tortious act and be subject to other administrative penalties such as confiscation of illegal income and fines.
In the event such documents or materials contain state secrets or working secrets of government agencies, the Chinese companies shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level with the approving authority; in the event that such documents or materials, if divulged, will jeopardize national security or public interest, the Chinese companies shall strictly fulfill relevant procedures stipulated by applicable national regulations.
In the event such documents or materials contain state secrets or working secrets of government agencies, the Chinese companies shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level with the approving authority; in the event that such documents or materials, if divulged, will jeopardize national security or public interest, the Chinese companies shall strictly fulfill the procedures stipulated by applicable national regulations.
According to the Revised Confidentiality and Archives Administration Provisions, Chinese companies that directly or indirectly conduct overseas offerings and listings, shall strictly abide by the relevant laws and regulations on confidentiality when providing or publicly disclosing, either directly or through their overseas listed entities, documents and materials to securities services providers such as securities companies and accounting firms or overseas regulators in the process of their overseas offering and listing.
According to the Revised Confidentiality and Archives Administration Provisions, Chinese companies that directly or indirectly conduct overseas offerings and listings, shall strictly abide by the laws and regulations on confidentiality when providing or publicly disclosing, either directly or through their overseas listed entities, documents and materials to securities services providers such as securities companies and accounting firms or overseas regulators in the process of their overseas offering and listing.
For inquiries on detailed product information and itinerary management, our customer service representatives allocate them via destination to our in-house tour advisors, who follow up with our customers within half an hour to address their concerns and needs. We have implemented comprehensive performance measures to monitor our calls to ensure our customers receive quality services.
For inquiries on detailed product information and itinerary management, our customer service representatives allocate them via destination to our in-house tour advisors, who follow up with our customers within half an hour to address their concerns and needs. We have implemented comprehensive performance measures to monitor our calls to ensure that our customers receive quality services. Tour Advisors .
In addition, all value-added telecommunications service providers are required to maintain network and information security in accordance with the standards set forth under relevant PRC regulations. In light of the aforesaid restrictions, we rely on Nanjing Tuniu, our consolidated affiliated entity, to hold and maintain the licenses necessary to provide online marketing services and other value-added telecommunications services in China.
In addition, all value-added telecommunications service providers are required to maintain network and information security in accordance with the standards set forth under PRC regulations. In light of the aforesaid restrictions, we rely on Nanjing Tuniu, our consolidated affiliated entity, to hold and maintain the licenses necessary to provide online marketing services and other value-added telecommunications services in China.
The Data Security Law also introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used.
The PRC Data Security Law also introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, as well as the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, or illegally acquired or used.
In addition, the State Secrecy Bureau has issued provisions authorizing the blocking access to any website it deems to be leaking state secrets or failing to comply with the relevant legislation regarding the protection of state secrets. As Nanjing Tuniu is an ICP operator, it is subject to the laws and regulations relating to information security.
In addition, the State Secrecy Bureau has issued provisions authorizing the blocking access to any website it deems to be leaking state secrets or failing to comply with the legislation regarding the protection of state secrets. As Nanjing Tuniu is an ICP operator, it is subject to the laws and regulations relating to information security.
The Draft Regulations also require that data processors that process “important data” or are listed overseas must conduct an annual data security assessment by itself or commission a data security service provider to do so, and submit the assessment report of the preceding year to the municipal cybersecurity department by the end of January each year.
The Draft Regulations also require data processors that process “important data” or are listed overseas to conduct an annual data security assessment by itself or commission a data security service provider to do so, and submit the assessment report of the preceding year to the municipal cybersecurity department by the end of January each year.
Under the Stock Option Rules and other relevant rules and regulations, PRC residents who participate in stock incentive plans in an overseas publicly-listed company, which includes employee stock ownership plans, stock option plans and other incentive plans permitted by relevant laws and regulations, are required to register with SAFE or its local branches and complete certain other procedures.
Under the Stock Option Rules and other rules and regulations, PRC residents who participate in stock incentive plans in an overseas publicly-listed company, which includes employee stock ownership plans, stock option plans and other incentive plans permitted by the laws and regulations, are required to register with SAFE or its local branches and complete certain other procedures.
These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.
These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.
The equity interest pledge became effective on the date when the equity interest pledge was registered with the relevant local administration for market regulation, and remains effective until the shareholders of Nanjing Tuniu discharge all their obligations under the purchase option agreement, or Beijing Tuniu enforces the equity interest pledge, whichever is earlier.
The equity interest pledge became effective on the date when the equity interest pledge was registered with the local administration for market regulation, and remains effective until the shareholders of Nanjing Tuniu discharge all their obligations under the purchase option agreement, or Beijing Tuniu enforces the equity interest pledge, whichever is earlier.
In January 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, or Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profits from domestic entities to offshore entities, including (i) banks must check whether the transaction is genuine by reviewing board resolutions regarding profit distribution, original copies of tax filing records and audited financial statements, and (ii) domestic entities must retain income to account for previous years’ losses before remitting any profits.
In January 2017, SAFE promulgated the Circular on Further Improving Reform of Foreign Exchange Administration and Optimizing Genuineness and Compliance Verification, which stipulates several capital control measures with respect to the outbound remittance of profits from domestic entities to offshore entities, including (i) banks must check whether the transaction is genuine by reviewing board resolutions regarding profit distribution, original copies of tax filing records and audited financial statements, and (ii) domestic entities must retain income to account for previous years’ losses before remitting any profits.
In addition, the service platforms for the network information shall strengthen the management of information content, and upon discovery of any prohibited information or prevented and resisted information, shall immediately take measures in accordance with the laws, keep the relevant records, and report the same to the competent government authorities.
In addition, the service platforms for the network information shall strengthen the management of information content, and upon discovery of any prohibited information or prevented and resisted information, shall immediately take measures in accordance with the laws, keep the records, and report the same to the competent government authorities.
To comply with these laws and regulations, it has completed the mandatory security filing procedures with the local public security authorities, regularly updates its information security and content-filtering systems with newly issued content restrictions, and maintains records of users’ information as required by the relevant laws and regulations.
To comply with these laws and regulations, it has completed the mandatory security filing procedures with the local public security authorities, regularly updates its information security and content-filtering systems with newly issued content restrictions, and maintains records of users’ information as required by the laws and regulations.
If any prohibited content is publicly disseminated in the future and we become aware of it, we will report it to the relevant government authority. We believe these measures taken by us are generally in compliance with the relevant laws and regulations.
If any prohibited content is publicly disseminated in the future and we become aware of it, we will report it to the government authority. We believe these measures taken by us are generally in compliance with the laws and regulations.
In June 2004, the PRC State Council promulgated the Decision of the PRC State Council on Establishing Administrative License for the Administrative Examination and Approval Items Really Necessary To Be Retained, which has been amended in 2016, 2019, 2020 and 2021, respectively.
In June 2004, the State Council promulgated the Decision of the State Council on Establishing Administrative License for the Administrative Examination and Approval Items Really Necessary To Be Retained, which has been amended in 2016, 2019, 2020 and 2021, respectively.
In addition, these laws and regulations are subject to interpretation by the relevant authorities, and it may not be possible for us to determine in all cases the types of content that could result in liability.
In addition, these laws and regulations are subject to interpretation by the authorities, and it may not be possible for us to determine in all cases the types of content that could result in liability.
The insurance companies are required to, subject to the liability limits provided under the insurance agreement, reimburse the travel companies for the compensation made by the travel companies for the personal injury or death and the loss of properties of tourists and the relevant tour guides or tour leaders.
The insurance companies are required to, subject to the liability limits provided under the insurance agreement, reimburse the travel companies for the compensation made by the travel companies for the personal injury or death and the loss of properties of tourists, tour guides or tour leaders.
Nanjing Tuniu acquired 100% of the equity interests in Shanghai Tuniu International Travel Service Co., Ltd., Nanjing Tuniu International Travel Service Co., Ltd. and Beijing Tuniu International Travel Service Co., Ltd. in August 2008, December 2008 and November 2009, respectively. Nanjing Tuniu established Nanjing Tuzhilv Tickets Sales Co., Ltd. in April 2011.
Nanjing Tuniu acquired 100% of the equity interests in Shanghai Tuniu International Travel Service Co., Ltd. in August 2008, Nanjing Tuniu International Travel Service Co., Ltd. in December 2008 and Beijing Tuniu International Travel Service Co., Ltd. in November 2009. Nanjing Tuniu established Nanjing Tuzhilv Tickets Sales Co., Ltd. in April 2011.
The relevant competent government authorities may also initiate a cybersecurity review against the relevant operators if the authorities believe that the network products or services or data processing activities of such operators affect or may affect national security.
The competent government authorities may also initiate a cybersecurity review against the operators if the authorities believe that the network products or services or data processing activities of such operators affect or may affect national security.
According to these provisions, the following actions, among the others, are prohibited: (i) pushing illegal and detrimental information as provided in the Network Ecological Governance Provisions; (ii) pushing news information through a pop-up window without internet news information service license and other applicable licenses or approvals; (iii) unreasonably pushing different information to member users and non-member users, or by any means interfering or affecting users to close pop-up windows; (iv) using algorithms for profiling minor users and pushing information that may affect their physical and mental health; and (v) pushing pop-up windows showing third-party links and QR codes for malicious redirection.
According to these provisions, the following actions, among the others, are prohibited: (i) pushing illegal and detrimental information as provided in the Provisions on Ecological Governance of Network Information Content; (ii) pushing news information through a pop-up window without internet news information service license and other applicable licenses or approvals; (iii) unreasonably pushing different information to member users and non-member users, or by any means interfering or affecting users to close pop-up windows; (iv) using algorithms for profiling minor users and pushing information that may affect their physical and mental health; and (v) pushing pop-up windows showing third-party links and QR codes for malicious redirection.
On February 19, 2021, Beijing Tuniu, Nanjing Tuniu and the then existing shareholders of Nanjing Tuniu, namely Dunde Yu, Haifeng Yan, Tong Wang, Jiping Wang, Xin Wen, Yongquan Tan and Haifeng Wang entered into a termination agreement to terminate the existing contractual arrangements and, on the same day, Beijing Tuniu, Nanjing Tuniu and the new shareholders of Nanjing Tuniu, namely Dunde Yu and Anqiang Chen, entered into new contractual arrangements which are substantially similar to the contractual arrangements we have historically adopted.
On February 19, 2021, Beijing Tuniu, Nanjing Tuniu and the then existing shareholders of Nanjing Tuniu, namely Dunde Yu, Haifeng Yan, Tong Wang, Jiping Wang, Xin Wen, Yongquan Tan and Haifeng Wang entered into a termination agreement to terminate the existing contractual arrangements and, on the same day, Beijing Tuniu, Nanjing Tuniu and the new shareholders of Nanjing Tuniu, namely Dunde Yu and Anqiang Chen, entered into new contractual arrangements which are substantially similar to the contractual arrangements we had historically adopted.
See “—Supply Chain Management—N-Booking System.” CRM System Through a customer relationship management system, or CRM system, we gather, analyze and make use of internally-generated customer behavior and transaction data based on customers’ historical purchase and browsing records. We regularly use this information in budgeting and procurement planning as well as in planning our marketing initiatives and promotional campaigns.
See “—Supply Chain Management—N-Booking System.” Customer Relationship Management System Through a customer relationship management system, we gather, analyze and make use of internally-generated customer behavior and transaction data based on customers’ historical purchase and browsing records. We regularly use this information in budgeting and procurement planning as well as in planning our marketing initiatives and promotional campaigns.
The Provisions state that, no organization or individual may abuse the security vulnerabilities of network products to engage in activities that endanger network security, or to illegally collect, sell, or publish the information on such security vulnerabilities. Anyone who is aware of the aforesaid offences shall not provide technical support, advertising, payment settlement and other assistance to the relevant offenders.
These provisions state that, no organization or individual may abuse the security vulnerabilities of network products to engage in activities that endanger network security, or to illegally collect, sell, or publish the information on such security vulnerabilities. Anyone who is aware of the aforesaid offences shall not provide technical support, advertising, payment settlement and other assistance to the offenders.
In May 2015, we entered into a share subscription agreement with each of the following, Fabulous Jade Global Limited, a subsidiary of JD.com, Inc., Unicorn Riches Limited, a special purpose vehicle of Hony Capital, DCM Ventures China Turbo Fund, L.P. and DCM Ventures China Turbo Affiliates Fund, L.P., both affiliates of DCM V, L.P., Ctrip Investment Holding Ltd., a subsidiary of Ctrip.com International, Ltd.
In May 2015, we entered into a share subscription agreement with each of Fabulous Jade Global Limited, a subsidiary of JD.com, Inc., Unicorn Riches Limited, a special purpose vehicle of Hony Capital, DCM Ventures China Turbo Fund, L.P. and DCM Ventures China Turbo Affiliates Fund, L.P., both affiliates of DCM V, L.P., Ctrip Investment Holding Ltd., a subsidiary of Ctrip.com International, Ltd.
The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding us that filed electronically with the SEC, which can be accessed at http://www.sec.gov. Our annual reports, quarterly results, press release and other SEC filings can also be accessed via our investor relationship website at https://ir.tuniu.com/. See “Item 5.
The SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding us that filed electronically with the SEC, which can be accessed at www.sec.gov. Our annual reports, quarterly results, press release and other SEC filings can also be accessed via our investor relationship website at ir.tuniu.com. See “Item 5.
Foreign-owned travel companies are allowed to open branches nationwide, but are restricted from engaging in overseas travel business in China, unless otherwise determined by the PRC State Council, or provided under a bilateral free trade agreement between the country and China, or the closer economic partnership agreements between China, Hong Kong and Macau.
Foreign-owned travel companies are allowed to open branches nationwide, but are restricted from engaging in overseas travel business in China, unless otherwise determined by the State Council, or provided under a bilateral free trade agreement between the country and China, or the closer economic partnership agreements between mainland China, Hong Kong and Macau.
Property, Plant and Equipment Our principal executive offices, consisting of our administrative center, sales and marketing division, technical services department, and call center, are located on leased premises in Jiangsu. We lease these premises under lease agreements from unrelated third parties, and we plan to renew these leases from time to time as needed. Item 4A.
Property, Plants and Equipment Our principal executive offices, consisting of our administrative center, sales and marketing division, technical services department and call center, are located on leased premises in Jiangsu. We lease these premises under lease agreements from unrelated third parties, and we plan to renew these leases from time to time as needed. Item 4A.
After logging on with a unique identification, a customer can track the order status, manage itineraries and check membership points, coupons and travel vouchers.
After logging on with a unique identification, a customer can track order status, manage itineraries and check membership points, coupons and travel vouchers.
In January 2006, the PRC State Council promulgated the Regulations for Administration of Entertainment Places which has been most recently amended in November 2020.
In January 2006, the State Council promulgated the Regulations for Administration of Entertainment Places which has been most recently amended in November 2020.
An insurance institution, including insurance broker, shall sell internet insurance products or provide insurance brokerage services via its self-operated network platform or the self-operated network platform of any other insurance institution, and the insurance application page shall belong to its self-operated network platform, except where any government department requires policyholders to complete the entry of insurance application information on the network platform prescribed by the government in the public interest.
An insurance institution, including insurance broker, shall sell internet insurance products or provide insurance brokerage services via its independently operated network platform or the independently operated network platform of any other insurance institution, and the insurance application page shall belong to its independently operated network platform, except where any government department requires policyholders to complete the entry of insurance application information on the network platform prescribed by the government in the public interest.
Circular 28 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 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.
We rigorously select travel suppliers to ensure quality and reliability. We have developed our proprietary supply chain management system—N-Booking system—to streamline our interactions with travel suppliers, allowing them to receive booking information real-time, through the web or mobile devices to manage travel products more efficiently and understand customer preferences better.
We rigorously select travel suppliers to ensure quality and reliability. We have developed our proprietary supply chain management system—N-Booking system—to streamline our interactions with travel suppliers, allowing them to receive booking information real-time through the web or mobile devices to efficiently manage travel products and understand customer preferences.
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 . Supported by our big data platform, travel suppliers can analyze and understand user behavior based on their browsing history.
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 . Travel suppliers can analyze and understand user behavior based on their browsing history captured by our big data platform.
In addition, mobile app providers shall, among other things, verify the real identities of registered users; establish and improve procedures for protection of user information and information content censorship, fulfill data security protection obligations and various obligations of minors’ protection, and shall not induce users to download the applications by illegal methods or bad information.
In addition, mobile app providers shall, among other things, verify the identities of registered users; establish and improve procedures for protecting user information and information content censorship, fulfill data security protection obligations and various obligations of minors’ protection, and shall not induce users to download the applications by illegal methods or bad information.
(which later changed its name to Trip.com Group Limited), Esta Investments Pte Ltd, an affiliate of Temasek Holdings and Sequoia Capital 2010 CV Holdco, Ltd, an affiliate of Sequoia Capital, pursuant to which we sold a total of 93,750,000 newly issued Class A ordinary shares for US$500 million.
(which later changed its name to Trip.com Group Limited), Esta Investments Pte Ltd, an affiliate of Temasek Holdings and Sequoia Capital 2010 CV Holdco, Ltd, an affiliate of Sequoia Capital, pursuant to which we issued a total of 93,750,000 Class A ordinary shares for US$500 million.
In addition, the costs of compliance with these regulations may increase as the volume of content and the number of users on our online platform increases. 75 Table of Contents Regulations on Internet Privacy The PRC Constitution states that PRC law protects the freedom and privacy of communications of citizens and prohibits infringement of these rights.
In addition, the costs of compliance with these regulations may increase as the volume of content and the number of users on our online platform increases. 67 Table of Contents Regulations on Internet Privacy The PRC Constitution states that PRC law protects the freedom and privacy of communications of citizens and prohibits infringement of these rights.
The Measures on Online Tourism Business Services provides that operators of online tourism business services shall, among other things, (i) formulate tourist security protection mechanisms, (ii) refrain from transmission of information prohibited by laws and regulations, keep relevant records and report to competent authorities, (iii) implement the classified protection system for cyber security and take management and technical measures for the protection of cyber security, (iv) provide true and accurate tourism service information and establish transparent and accessible reservation channels for transportation, accommodation and sightseeing for tourists; (v) protect the safety of tourists’ personal information and privacy, and (vi) maintain travel agency liability insurance if they conduct travel agency business.
These measures provide that operators of online tourism business services shall, among other things, (i) formulate tourist security protection mechanisms, (ii) refrain from transmission of information prohibited by laws and regulations, keep records and report to competent authorities, (iii) implement the classified protection system for cyber security and take management and technical measures for the protection of cyber security, (iv) provide true and accurate tourism service information and establish transparent and accessible reservation channels for transportation, accommodation and sightseeing for tourists; (v) protect the safety of tourists’ personal information and privacy, and (vi) maintain travel agency liability insurance if they conduct travel agency business.
ICP operators collecting or using personal electronic information of citizens must specify the purposes, manners and scopes of information collection and uses, obtain consent of the relevant citizens, and keep the collected personal information confidential. ICP operators are prohibited from disclosing, tampering with, damaging, selling or illegally providing others with, collected personal information.
ICP operators collecting or using personal electronic information of citizens must specify the purposes, manners and scopes of information collection and uses, obtain consent of the affected citizens, and keep the collected personal information confidential. ICP operators are prohibited from disclosing, tampering with, damaging, selling or illegally providing others with, collected personal information.
The agreement remains effective until all equity interests held in Nanjing Tuniu by the shareholders of Nanjing Tuniu are transferred or assigned to Beijing Tuniu or its designated person or persons. The purchase price has been prepaid by Beijing Tuniu to the shareholders of Nanjing Tuniu. 96 Table of Contents Equity Interest Pledge Agreement.
The agreement remains effective until all equity interests held in Nanjing Tuniu by the shareholders of Nanjing Tuniu are transferred or assigned to Beijing Tuniu or its designated person or persons. The purchase price has been prepaid by Beijing Tuniu to the shareholders of Nanjing Tuniu. 84 Table of Contents Equity Interest Pledge Agreement.
Our online platform contains travel guides featuring photos, information and recommendations for all destinations we cover, as well as user-generated content that serves as valuable references for other travellers. Our recognized brand in leisure travel and growing customer base enable us to source a broad range of products from high-quality travel suppliers at competitive prices.
Our online platform contains travel guides featuring photos, information and recommendations for all destinations we cover, as well as user-generated content that serves as valuable references for other travellers. 53 Table of Contents Our recognized brand in leisure travel and growing customer base enable us to source a broad range of products from high-quality travel suppliers at competitive prices.
Moreover, pursuant to Circular 3, 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.
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.
Other Travel-Related Services Our other travel-related services comprise mainly of sales of tourist attraction tickets, visa application services, hotel booking services, air ticketing services, train ticketing services, bus ticketing services, car rental services, insurance services and financial services. We earn a commission or service fee for these services.
Other Travel-Related Services Our other travel-related services comprise mainly of sales of tourist attraction tickets, visa application services, hotel booking services, air ticketing services, train ticketing services, car rental services and insurance services. We earn a commission or service fee for these services.
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. This has been temporarily suspended.
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. This has been suspended since 2020.
On July 6, 2021, the relevant PRC government authorities issued the Opinions on Intensifying Crack Down on Illegal Securities Activities.
On July 6, 2021, the PRC government authorities issued the Opinions on Intensifying Crack Down on Illegal Securities Activities.
The Travel Company Implementation Rules define certain terms used in the Travel Company Regulations, for example, the definition of “domestic tourism business,” “inbound travel business” and “overseas travel business”, and set out detailed application requirements to establish a travel company.
The implementation rules for the Regulations on Travel Companies define certain terms used in the Regulations on Travel Companies, for example, the definition of “domestic tourism business,” “inbound travel business” and “overseas travel business”, and set out detailed application requirements to establish a travel company.
The inclusion of a customer-focused, service network is particularly important to customers of our travel products with high selling prices as these customers usually demand more assistance and attention in their travel planning. 61 Table of Contents Our Website Our website, tuniu.com , provides a one-stop travel platform for our customers to do everything from researching travel destinations to booking travel products.
The inclusion of a customer-focused service network is particularly important to customers of our travel products with high selling prices as these customers usually demand more assistance and attention in their travel planning. Our Website Our website, tuniu.com , provides a one-stop travel platform for our customers to do everything from researching travel destinations to booking travel products.
“Self-operated network platform” refers to any network platform being independently operated with complete data permission, which is legally established by an insurance institution for the purpose of internet insurance business operation; network platforms established by branches of insurance institutions and non-insurance institutions related to insurance institutions in terms of equity or personnel shall not be deemed as self-operated network platforms.
“Independently operated network platform” refers to any network platform being independently operated with complete data permission, which is legally established by an insurance institution for the purpose of internet insurance business operation; network platforms established by branches of insurance institutions and non-insurance institutions related to insurance institutions in terms of equity or personnel shall not be deemed as independently operated network platforms.
We have a product procurement team dedicated to developing and enhancing our relationships with existing and prospective travel suppliers. 63 Table of Contents We source a broad range of products from travel suppliers who have significant advantages in the destinations we cover and who offer travel products at competitive prices, which enhances our ability to attract more customers to our online platform.
We have a product procurement team dedicated to developing and enhancing our relationships with existing and prospective travel suppliers. We source a broad range of products from travel suppliers who have significant advantages in the destinations we cover and who offer travel products at competitive prices, which enhances our ability to attract more customers to our online platform.
The Revised Administrative Provisions also specify the way to certify the real identity information of registered users shall be based on the principle of “using the real name at the back end and using an alias or real name voluntarily at the front end”, prohibiting providing services of online comment threading to users who impersonate organizations or other people’s identity information.
These provisions also specify the way to certify the real identity information of registered users shall be based on the principle of “using the real name at the back end and using an alias or real name voluntarily at the front end”, prohibiting providing services of online comment threading to users who impersonate organizations or other people’s identity information.
Under the Revised Administrative Provisions, comment threading service providers shall establish information security management systems to handle complaints and reports, so as to timely detect and deal with unlawful and detrimental information; develop and employ information security management technology for online comment threading to enhance the ability to deal with unlawful and detrimental information; and strengthen review training for online comment threading to improve the professional skills of the reviewing editors.
Under these provisions, comment threading service providers shall establish information security management systems to handle complaints and reports, so as to timely detect and deal with unlawful and detrimental information; develop and employ information security management technology for online comment threading to enhance the ability to deal with unlawful and detrimental information; and strengthen review training for online comment threading to improve the professional skills of the reviewing editors.
According to the above regulations, companies that engage in advertising activities must each obtain, from the SAMR or its local branches, a business license which specifically includes operating an advertising business in its business scope.
According to the above regulations, companies that engage in advertising businesses must each obtain, from the SAMR or its local branches, a business license which specifically includes operating an advertising business in its business scope.
Our online platform provides our customers with the tools and information they need to conveniently plan, book and purchase travel products and services. In addition, our online platform presents comprehensive product information and travel requirements through user-friendly interfaces for leisure travellers to easily search for, compare and place orders for product offerings that best suit their needs.
Our online platform provides our customers with the tools and information they need to plan, book and purchase travel products and services. In addition, our online platform presents product information and travel requirements through user-friendly interfaces for leisure travellers to search for, compare and place orders for product offerings that best suit their needs.
Factors affecting our competitiveness include, among other things, price, availability and breadth of choice of travel products and services, brand recognition, customer services, ease of use, accessibility, security and reliability of our transaction and service infrastructure. Some of our current and potential competitors may have greater financial, marketing and other resources than we do.
Factors affecting our competitiveness include, among other things, price, availability and breadth of choice of travel products and services, brand recognition, customer services, ease of use, accessibility, security and reliability of our transaction and service infrastructure. 60 Table of Contents Some of our current and potential competitors may have greater financial, marketing and other resources than we do.
Furthermore, the relevant trademarks and domain names that are used in the value-added telecommunications business must be owned by the domestic ICP license holder or its shareholders. The MIIT Circular further requires each ICP license holder to have the necessary facilities for its approved business operations and to maintain such facilities in the regions covered by its license.
Furthermore, the trademarks and domain names that are used in the value-added telecommunications business must be owned by the domestic ICP license holder or its shareholders. This circular further requires each ICP license holder to have the necessary facilities for its approved business operations and to maintain such facilities in the regions covered by its license.
We regard customer reviews and travel stories, which provide valuable information to potential customers, as important criteria in assessing the quality and performance of travel suppliers and travel products. 62 Table of Contents We offer customized services via a sophisticated account management system accessible on our online platform.
We regard customer reviews and travel stories, which provide valuable information to potential customers, as important criteria in assessing the quality and performance of travel suppliers and travel products. We offer customized services via a sophisticated account management system accessible on our online platform.
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 the Circular 28, which took effect on the same day.
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.
In addition, platform rules and privacy policies formulated by operators of large internet platforms with more than 100 million daily active users, or amendments to such rules or policies by operators of large internet platforms with more than 100 million daily active users that may have significant impacts on users’ rights and interests shall be evaluated by a third-party organization designated by the CAC and reported to local branch of the CAC for approval.
In addition, platform rules and privacy policies formulated by operators of large internet platforms with more than 100 million daily active users, or amendments to such rules or policies by operators of large internet platforms with more than 100 million daily active users that may have significant impacts on users’ rights and interests shall be evaluated by a third-party organization designated by the Cyberspace Administration of China and reported to local branch of the Cyberspace Administration of China for approval.
On February 24, 2023, the CSRC, together with certain other PRC governmental authorities, issued the Revised Confidentiality and Archives Administration Provisions, which became effective on March 31, 2023.
On February 24, 2023, the CSRC, together with certain other PRC government authorities, issued the Revised Confidentiality and Archives Administration Provisions, which became effective on March 31, 2023.
In addition, foreign-invested air-ticketing agencies are not permitted to sell passenger airline tickets for domestic flights in China, except for Hong Kong and Macau aviation marketing agencies. In addition, CATA issued the Supplementary Rules Regarding Sales via the Internet in 2008.
In addition, foreign-invested air-ticketing agencies are not permitted to sell passenger airline tickets for domestic flights in China, except for Hong Kong and Macau aviation marketing agencies. In addition, the China Aviation Transportation Association issued the Supplementary Rules Regarding Sales via the Internet in 2008.
Pursuant to the Regulations on Protection of CII, critical information infrastructure means key network facilities or information systems of critical industries or sectors, such as public communication and information service, energy, transportation, water conservation, finance, public services, e-government affairs and national defense science, the damage, malfunction or data leakage of which may endanger national security, people’s livelihoods and the public interest.
Pursuant to these regulations, critical information infrastructure means key network facilities or information systems of critical industries or sectors, such as public communication and information service, energy, transportation, water conservation, finance, public services, e-government affairs and national defense science, the damage, malfunction or data leakage of which may endanger national security, people’s livelihoods and the public interest.
Difeng Cloud currently offers travel products including both packaged tours and other travel-related products such as air ticketing, hotel reservations, attraction tickets, visa applications and insurance products. 64 Table of Contents 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 .
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. 57 Table of Contents 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 .
One of the consolidated affiliated entities has obtained the insurance brokerage license to operate the following insurance brokerage businesses: (i) draft insurance plans for insurance applicants, select insurance companies and handle insurance application formalities nationwide; (ii) assist the insured parties or beneficiaries in making claims; (iii) reinsurance brokerage, (iv) provide disaster prevention, loss prevention, risk evaluation or risk management advisory services to entrusting parties; (v) other businesses approved by the CBIRC.
One of the consolidated affiliated entities has obtained the insurance brokerage license to operate the following insurance brokerage businesses: (i) draft insurance plans for insurance applicants, select insurance companies and handle insurance application formalities nationwide; (ii) assist the insured parties or beneficiaries in making claims; (iii) reinsurance brokerage, (iv) provide disaster prevention, loss prevention, risk evaluation or risk management advisory services to entrusting parties; (v) other businesses approved by the China Banking and Insurance Regulatory Commission.
According to the Notice of the General Office of the CBIRC on Relevant Matters of Further Regulating the Internet Personal Insurance Businesses of Insurance Institutions promulgated on October 12, 2021, the insurance intermediary institution carrying out the Internet personal insurance business shall be a national institution and shall have corresponding technical capacity, operating capacity and service capacity, the customer service personnel of an insurance intermediary institution are not allowed to conduct proactive marketing and their salaries shall not be linked to the sales assessment indicators of the Internet personal insurance.
According to the Notice of the General Office of the China Banking and Insurance Regulatory Commission on Relevant Matters of Further Regulating the Internet Personal Insurance Businesses of Insurance Institutions promulgated on October 12, 2021, the insurance intermediary institution carrying out the internet personal insurance business shall be a national institution and shall have corresponding technical capacity, operating capacity and service capacity, the customer service personnel of an insurance intermediary institution are not allowed to conduct proactive marketing and their salaries shall not be linked to the sales assessment indicators of the internet personal insurance.
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, 2022, we had 123 registered computer software copyrights, 30 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, 2023, we had 143 registered computer software copyrights, 30 registered patent and 27 registered artwork copyrights in China.
By booking an organized tour on our platform, our customers can achieve cost savings compared to booking each component separately and enjoy a pleasant and hassle-free travel experience. Organized tours offered on our platform encompass nearly all of the popular tourist destinations both within China and overseas among Chinese travellers.
By booking an organized tour on our platform, our customers can achieve cost savings compared to booking each component separately and have a hassle-free travel experience. Organized tours offered on our platform encompass nearly all of the popular tourist destinations within China and overseas among Chinese travellers.
In addition, we provide advertising services to domestic and foreign tourism boards and bureaus on our online platform. Our Online Platform and Offline Service Network We reach and serve customers through multiple online and offline channels, including our tuniu.com website, mobile platform, a primary call center in Nanjing and our offline retail stores across China.
In addition, we provide advertising services to domestic and foreign tourism boards and bureaus on our online platform. 54 Table of Contents Our Online Platform and Offline Service Network We reach and serve customers through multiple online and offline channels, including our tuniu.com website, mobile platform, a primary call center in Nanjing and our offline retail stores across China.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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 and expenses related to 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.
Our cost of revenues mainly consists of salaries and other compensation-related expenses related to our tour advisors, customer services representatives, and 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 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 capital commitments are commitments in relation to the purchase of property and equipment including leasehold improvements. Our short-term and long-term bank borrowings represent borrowings from banks with maturity from six months to six years.
Our short-term and long-term bank borrowings represent borrowings from banks with maturity from six months to six years. Our capital commitments are commitments in relation to the purchase of property and equipment including leasehold improvements.
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.
As a result of the continued implementation of various travel restrictions in mainland China due to COVID-19 pandemic, the travel industry plunged and the situation has become even more challenging compared to the first wave of pandemic in 2020 in mainland China, resulting in a pessimistic market sentiment in the second quarter of 2022.
As a result of the continued implementation of various travel restrictions in mainland China due to the COVID-19 pandemic, the travel industry plunged and the situation has become even more challenging compared to the first wave of pandemic in 2020 in mainland China, resulting in a pessimistic market sentiment in the second quarter of 2022.
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 or individual 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.” 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.
Entities engaging in the travel business can deduct certain approved costs from their revenues in calculating VAT. However, if the services provided are related to technology development and transfer, such entities may be exempted from VAT and related taxes arising from such services subject to approval by the relevant tax authorities.
Entities engaging in the travel business can deduct certain approved costs from their revenues in calculating VAT. However, if the services provided are related to technology development and transfer, such entities may be exempted from VAT and related taxes arising from such services subject to approval by the tax authorities.
Management performed an interim quantitative goodwill impairment test by using the income approach, using a discounted cash flow model, with cashflow forecast reflecting management’s best estimate at that time of the outlook of the business.
Our management performed an interim quantitative goodwill impairment test by using the income approach, using a discounted cash flow model with cashflow forecast reflecting management’s best estimate at that time of the outlook of the business.
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 relevant Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong.
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.
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, 2022.
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, 2023.
As of December 31, 2022, 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, 2023, 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.
Our principal uses of cash for the years ended December 31, 2020, 2021 and 2022 were for operating activities, primarily refunds paid to customers (including as a result of COVID-19 related cancellations), marketing and brand promotion expenses, salaries and other compensation expenses as well as office rental and professional service fees.
Our principal uses of cash for the years ended December 31, 2021, 2022 and 2023 were for operating activities, primarily refunds paid to customers (including as a result of COVID-19 related cancellations), marketing and brand promotion expenses, salaries and other compensation expenses as well as office rental and professional service fees.
Sales and marketing expenses primarily comprise of marketing and promotional expenses, salaries and other compensation expenses for our sales and marketing personnel and office rental, depreciation and other expenses related to our sales and marketing function.
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.
Remittance of dividends by a wholly foreign-owned company out of mainland China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries have never paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. 110 Table of Contents C.
Remittance of dividends by a wholly foreign-owned company out of mainland China is subject to examination by the banks designated by SAFE. Our PRC subsidiaries have never paid dividends and will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. C.
Research and product development expenses decreased by 7.0% from 54.6 million in 2021 to 50.8 million (US$7.4 million) in 2022, primarily due to the decrease in research and product development personnel related expenses. ● Sales and marketing.
Research and product development expenses decreased by 7.0% from 54.6 million in 2021 to 50.8 million in 2022, primarily due to the decrease in research and product development personnel related expenses. ● Sales and marketing.
As a percentage of net revenues, cost of revenues was 51.2% in 2022 compared to 59.8% in 2021. Operating Expenses . Operating expenses decreased by 15.1% from RMB353.1 million in 2021 to RMB299.8 million (US$43.5 million) in 2022, primarily due to the increase in gain on disposals of subsidiaries. ● Research and product development.
As a percentage of net revenues, cost of revenues was 59.8% in 2021 compared to 51.2% in 2022. Operating Expenses . Operating expenses decreased by 15.1% from RMB353.1 million in 2021 to RMB299.8 million in 2022, primarily due to the increase in gain on disposals of subsidiaries. ● Research and product development.
The loss recognized should not exceed the total amount of goodwill allocated to that reportin g unit . There is only one reporting unit as Chief Operating Decision Maker (“CODM”) only reviews the operating results on the consolidation level, and our business substance and economic characteristics of entities and components are similar.
The loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. There is only one reporting unit as Chief Operating Decision Maker only reviews the operating results on the consolidation level, and our business substance and economic characteristics of entities and components are similar.
Government subsidies are granted from time to time at the discretion of the relevant government authorities. These subsidies are granted for general corporate purposes and to support our ongoing operations in the region. Other operating income accounted for 6.2%, 6.1% and 41.2% of our net revenues in 2020, 2021 and 2022, respectively.
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. Other operating income accounted for 6.1%, 41.2% and 1.6% of our net revenues in 2021, 2022 and 2023, respectively.
The decreases in the balance of advances from customer, accounts and notes payable and prepayments and other current assets as of December 31, 2022 compared to the same as of December 31, 2021 and as of December 31, 2021 compared to the same as of December 31, 2020 were primarily due to the decline in the sales of our travel products and services impacted by COVID-19.
The decreases in the balance of advances from customers, accounts and notes payable and prepayments and other current assets as of December 31, 2022 compared to the same as of December 31, 2021 were primarily due to the decline in the sales of our travel products and services impacted by COVID-19.
Certain key assumptions used in management’s impairment assessment related to revenue growth, gross margin, operating expenses, working capital requirements and discount rate by considering the historical performance of the reporting unit, relevant industry forecasts and market developments. After the impairment provision, the goodwill balance was reduced to RMB119.9 million (US$17.4 million) as of June 30, 2022.
Certain key assumptions used in management’s impairment assessment related to revenue growth, gross margin, operating expenses, working capital requirements and discount rate by considering the historical performance of the reporting unit, industry forecasts and market developments. After the impairment provision, the goodwill balance was reduced to RMB119.9 million as of June 30, 2022.
General and administrative expenses decreased by 37.4% from RMB174.0 million in 2021 to RMB108.9 million (US$15.8 million) in 2022, primarily due to the decreases in general and administrative personnel related expenses and allowance for expected credit losses. ● Impairment of goodwill.
General and administrative expenses decreased by 37.4% from RMB174.0 million in 2021 to RMB108.9 million in 2022, primarily due to the decreases in general and administrative personnel related expenses and allowance for expected credit losses. ● Impairment of goodwill.
Risk Factors— Risks Related to Doing Business in China—Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment” and “Item 11.
Key Information—D. Risk Factors— Risks Related to Doing Business in China—Fluctuations in exchange rates could have a material adverse effect on our results of operations and the value of your investment” and “Item 11.
We have identified the relevant risk characteristics of its customers and the related receivables and prepayments, which include nature, size and types of the services we provide, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools.
We have identified the risk characteristics of our customers and the related receivables and prepayments, which include nature, size and types of the services we provide, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools.
Current expected credit losses In 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”), which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses.
Current expected credit losses In 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”, or ASC Topic 326, which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses.
When one of our assumptions relating to these factors decreased/increased by 5% while holding all other assumptions constant, there would be no significant impact to our consolidated results of operations. In December 2022, COVID-19 related restrictions were released in mainland China, which was a positive sign for travelling industry and the Group.
When one of our assumptions relating to these factors decreased/increased by 5% while holding all other assumptions constant, there would be no significant impact to our consolidated results of operations. In December 2022, COVID-19 related restrictions were relaxed in mainland China, which was a positive sign for travelling industry and us.
For the arrangements where we secure availabilities of tours and bear substantive inventory risks, and for the self-operated local tour operator business, from which revenues are recognized on a gross basis, cost of revenues also includes the amount paid to tour operators or suppliers.
For the arrangements where we secure availabilities of tours and bear substantive inventory risks and for our own local tour operator business, from which revenues are recognized on a gross basis, cost of revenues also includes the amount paid to tour operators or suppliers.
Other revenues decreased by 6.4% from 121.0 million in 2021 to 113.3 million (US$16.4 million) in 2022, primarily due to the decrease in the fees for advertising services provided to tourism boards and bureaus. Cost of Revenues . Our cost of revenues decreased by 63.1% from RMB254.8 million in 2021 to RMB94.1 million (US$13.6 million) in 2022.
Other revenues decreased by 6.4% from 121.0 million in 2021 to 113.3 million in 2022, primarily due to the decrease in the fees from advertising services provided to tourism boards and bureaus. Cost of Revenues . Our cost of revenues decreased by 63.1% from RMB254.8 million in 2021 to RMB94.1 million in 2022.
Sales and marketing expenses decreased by 31.1% from RMB150.5 million in 2021 to RMB103.6 million (US$15.0 million) in 2022, primarily due to the decrease in promotion expenses and sales and marketing personnel related expenses. ● General and administrative.
Sales and marketing expenses decreased by 31.1% from RMB150.5 million in 2021 to RMB103.6 million in 2022, primarily due to the decrease in promotion expenses and sales and marketing personnel related expenses. ● General and administrative.
In addition, the capital market responded quickly with market capitalization of us increased to US$186.9 million (RMB1,289.1 million) as of December 31, 2022, which was higher than our carrying value of RMB1,058.3 million (US$153.4 million) and the share price kept increasing subsequently in 2023, which reflects an improved market sentiment to the travel industry.
In addition, the capital market responded quickly with market capitalization of us increased from US$186.9 million as of December 31, 20223, which was higher than our carrying value of RMB1,058.3 million (US$153.4 million) and the share price kept increasing subsequently in 2023, which reflects an improved market sentiment to the travel industry.
For each pool, we consider the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, expected impact of COVID-19 and any recoveries in assessing the lifetime expected credit losses.
For each pool, we consider the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, expected impact of the pandemic and any recoveries in assessing the lifetime expected credit losses.
When one of our assumptions relating to these factors decreased/increased by 5% while holding all other assumptions constant, the result of the non-financial assets impairment assessment would not be impacted and the fair value of the asset group would still be above its carrying value.
When one of our assumptions relating to these factors increases or decreases by 5% while holding all other assumptions constant, the result of the non-financial assets impairment assessment would not be impacted and the fair value of the asset group would still be above its carrying value.
Revenues from packaged tours were recognized when the tours depart, except for revenues from the self-operated 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 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 are mainly recognized on net basis (except for certain business arrangements under which we take substantive inventory risks, and except for the self-operated local tour operator business in which we act as a principal, for which revenues are recognized on gross basis).
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).
Impairment of goodwill was nil, nil and RMB112.1 million (US$16.3 million) in 2020, 2021 and 2022, 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.
Impairment of goodwill was nil, RMB112.1 million and RMB114.7 million (US$16.2 million) in 2021, 2022 and 2023, 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.
Upon adoption of the ASU 2016-01, we elect a measurement alternative for equity investments that do not have readily determinable fair values and where we do not have the ability to exercise significant influence over operating and financial policies of the entity.
Equity investments We elect a measurement alternative for equity investments that do not have readily determinable fair values and where we do not have the ability to exercise significant influence over operating and financial policies of the entity.
Based on quantitative goodwill impairment test, the fair value of the reporting unit was RMB1,092.9 million (US$158.5 million), which was lower than the carrying value of our net assets of RMB1,205.0 million (US$174.7 million) as of June 30, 2022, hence an impairment charge of RMB112.1 million (US$16.3 million) was recognized to reduce the carrying value of the goodwill to its fair value in the second quarter of 2022.
Based on quantitative goodwill impairment test, the fair value of the reporting unit was RMB1,092.9 million, which was lower than the carrying value of our net assets of RMB1,205.0 million as of June 30, 2022, hence an impairment charge of RMB112.1 million was recognized to reduce the carrying value of the goodwill to its fair value in the second quarter of 2022.
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 RMB35.3 million, RMB38.4 million and RMB46.3 million (US$6.7 million) for the years ended December 31, 2020, 2021 and 2022, respectively, (iii) fees for advertising services that we provide primarily to domestic and foreign tourism boards and bureaus, with revenue recognized of RMB26.3 million, RMB21.0 million and RMB12.2 million (US$1.8 million) for the years ended December 31, 2020, 2021 and 2022, respectively, (iv) sales of merchandises, whereas we are acting as a principal in these transactions and is responsible for fulfilling the promise to provide the specified merchandises, for which revenue is recognized on gross basis with revenue recognized of RMB23.5 milion, RMB17.8 million and RMB15.2 million (US$2.2 million) for the years ended December 31, 2020, 2021 and 2022, respectively, and (v) service fees for financial services.
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 RMB38.4 million, RMB46.3 million and RMB44.6 million (US$6.3 million) for the years ended December 31, 2021, 2022 and 2023, respectively, (iii) fees for advertising services that we provide primarily to domestic and foreign tourism boards and bureaus, with revenue recognized of RMB21.0 million, RMB12.2 million and RMB27.6 million (US$3.9 million) for the years ended December 31, 2021, 2022 and 2023, 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 RMB17.8 million, RMB15.2 million and RMB6.3 million (US$0.9 million) for the years ended December 31, 2021, 2022 and 2023, respectively.
Impairment of goodwill of RMB112.1 million (US$16.3 million) was recognized during the second quarter of 2022, primarily due to the more severe impact of COVID-19 than before, continuous loss-making situation and prolonged low market capitalization. ● Other operating income.
Impairment of goodwill of RMB112.1 million was recognized during the second quarter of 2022, primarily due to the more severe impact of COVID-19 than before, our continued loss-making situation and prolonged low market capitalization. ● Other operating income.
Investing Activities Our net cash used in investing activities was RMB51.8 million (US$7.5 million) in 2022, primarily attributable to the purchase of short-term investments of RMB462.5 million (US$67.1 million), the decrease in cash from disposals of subsidiaries of RMB16.1million (US$2.3 million) and the purchase of property and equipment and intangible assets of RMB6.5 million (US$0.9 million), which were offset by the decrease in loan receivable of RMB51.3 million (US$7.4 million), the proceeds from maturity of short-term investments of RMB381.9 million (US$55.4 million) and cash received from dividend of equity investment of RMB0.1 million (US$0.01 million).
Our net cash used in investing activities was RMB51.8 million in 2022, primarily attributable to the purchase of short-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 investments of RMB381.9 million and cash received from dividend of equity investment of RMB0.1 million.
Together with other indicators such as history of net losses and low market capitalization of us, as a result, in the second quarter of 2022, management concluded the existence of the triggering events which required us to perform an interim quantitative goodwill impairment test as of June 30, 2022.
Together with other indicators such as our history of net losses and our low market capitalization, our management concluded the existence of triggering events which required us to perform an interim quantitative goodwill impairment test as of June 30, 2022.
Financing Activities Our net cash used in financing activities in 2022 was RMB0.5 million (US$0.1 million), primarily attributable to RMB240.5 million (US$34.9 million) for repayments of short-term and long-term borrowings, which were partially offset by RMB46,404.0 (US$6,728) of proceeds from employees exercising stock options and RMB240.0 million (US$34.8 million) of proceeds from short-term and long-term borrowings.
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.
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 year ended December 31, 2022 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.
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.
Based on our liquidity assessment, which has considered our operations at the current business scale, the latest development of COVID-19 pandemic and its possible continuous impact on our business operations, the available funding from maturity of our short-term and long-term investments, and the available cash and cash equivalents, we will be able to meet our working capital requirements and capital expenditures in the ordinary course of business for the next twelve months subsequent to the filing of this annual report.
Based on our liquidity assessment, which has considered our operations at the current business scale, the available funding from maturity of our short-term and long-term investments and the available cash and cash equivalents, we will be able to meet our working capital requirements and capital expenditures in the ordinary course of business for the next twelve months subsequent to the filing of this annual report.
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. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.
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.
See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report on Form 20-F. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. A. Operating Results Overview We are a leading online leisure travel company in China.
See “Forward-Looking Information.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report on Form 20-F. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties. A.
For the year ended December 31, 2022, we recorded RMB27.2 million (US$3.9 million) of net foreign currency translation gain in accumulated other comprehensive income as a component of shareholders’ equity. To date, we have not entered into any material hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. See also “Item 3. Key Information—D.
Foreign Currency For the year ended December 31, 2023, we recorded RMB6.4 million (US$0.9 million) of net foreign currency translation gain in accumulated other comprehensive income as a component of shareholders’ equity. To date, we have not entered into any material hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. See also “Item 3.
Other operating income increased from RMB26.1 million in 2021 to RMB75.7 million (US$11.0 million) in 2022, primarily due to the increase in gain on disposals of subsidiaries. Net Loss . As a result of the foregoing, net loss increased from RMB128.5 million in 2021 to RMB203.0 million (US$29.4 million) in 2022.
Other operating income increased from RMB26.1 million in 2021 to RMB75.7 million in 2022, primarily due to the increase in gain on disposals of subsidiaries. 92 Table of Contents Net Loss . As a result of the foregoing, net loss increased from RMB128.5 million in 2021 to RMB203.0 million in 2022.
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 RMB237.1 million, RMB254.8 million and RMB94.1 million (US$13.6 million) in 2020, 2021 and 2022, respectively, representing 56%, 60% and 51% 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 RMB254.8 million, RMB94.1 million and RMB147.6 million (US$20.8 million) in 2021, 2022 and 2023, respectively, representing 60%, 51% and 33% of our revenues, respectively.
General and administrative expenses were RMB1,109.3 million, RMB174.0 million and RMB108.9 million (US$15.8 million) in 2020, 2021 and 2022, 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.
General and administrative expenses were RMB174.0 million, RMB108.9 million and RMB113.2 million (US$15.9 million) in 2021, 2022 and 2023, 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.
As of December 31, 2021 and 2022, we had long-term borrowings from banks which were repayable over one year, with interests charged at rates ranging from 0.2% to 4.3% and 0.2% to 1.3% per annum, as of RMB14.3 million and RMB12.0 million (US$1.7 million), respectively.
As of December 31, 2022 and 2023, we had long-term borrowings from banks which were repayable over one year of RMB12.0 million, with interests rates ranging from 0.2% to 1.3% per annum, and RMB10.4 million (US$1.5 million), with interests rates ranging from 0.2% to 1.3% per annum, respectively.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Under the PRC Enterprise Income Tax Law, we may be classified as a PRC resident enterprise for PRC enterprise income tax purposes.
Risk Factors—Risks Related to Doing Business in China—Under the PRC Enterprise Income Tax Law, we may be classified as a PRC resident enterprise for PRC enterprise income tax purposes.
On May 6, 2016, the STA 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, or Circular 29, pursuant to which the tourism services provided overseas are exempted from VAT. On March 20, 2019.
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.
Our sales and marketing expenses were RMB372.0 million, RMB150.5 million and RMB103.6 million (US$15.0 million) in 2020, 2021 and 2022, respectively. ​ General and administrative expenses . General and administrative expenses primarily comprise of 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.
Our sales and marketing expenses were RMB150.5 million, RMB103.6 million and RMB117.7 million (US$16.6 million) in 2021, 2022 and 2023, 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.
Therefore, the goodwill assessment was performed on consolidated level as one reporting unit. During the second quarter of 2022, since the COVID-related travel policies and measures underwent an abruptly and broadly heightened implementation phase, the impact of COVID-19 pandemic was more severe than before and it was uncertain how much longer the pandemic would continue to impact our business.
Therefore, the goodwill assessment was performed on consolidated level as one reporting unit. During the second quarter of 2022, the COVID-related travel policies and measures were strictly and broadly implemented. The impact of the COVID-19 pandemic was more severe than before and it was uncertain how much longer the pandemic would continue to affect our business.
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, 2021 and 2022, we had RMB1,011.5 million and RMB922.3 million (US$133.7 million) in cash and cash equivalents, restricted cash and short-term investments, respectively.
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, 2022 and 2023, we had RMB922.3 million and RMB1,222.8 million (US$172.2 million) in cash and cash equivalents, restricted cash and short-term investments, respectively.
Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact our receivables. Additionally, external data and macroeconomic factors are also considered. This is assessed at each quarter based on our specific facts and circumstances.
Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact our receivables. Additionally, external data and macroeconomic factors are also considered.
Therefore, Tuniu Nanjing Information Technology is eligible to enjoy a preferential tax rate of 15% from 2020 to 2023 to the extent it has taxable income under the EIT Law, as long as it maintains the HNTE qualification and duly conducts relevant EIT filing procedures with the relevant tax authority.
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.
Furthermore, prepayments and other current assets decreased from RMB378.7 million as of December 31, 2020 to RMB337.0 million as of December 31, 2021 and further decreased to RMB243.0 million (US$35.2 million) as of December 31, 2022.
Furthermore, prepayments and other current assets decreased from RMB337.0 million as of December 31, 2021 to RMB243.0 million as of December 31, 2022 and further decreased to RMB234.2 million (US$33.0 million) as of December 31, 2023.
In addition, as of December 31, 2021 and 2022, we obtained received cash from from banks by discounting of bank acceptance notes with the amount of RMB197.9 million and RMB200.0 million (US$29.0 million), respectively, which are repayable within one year with interest ranging from 2.0% to 2.4%.
In addition, as of December 31, 2022 and 2023, we obtained cash from banks by discounting of bank acceptance notes with the amount of RMB200.0 million and RMB179.0 million (US$25.2 million), respectively, which are repayable within one year with interests rate ranging from 0.9% to 1.9%.
For a detailed discussion of our significant accounting policies and related judgments, see “Notes to Consolidated Financial Statements – Note 2 Significant Accounting Policies”. Long-term investments Long-term investments include equity investments and other long-term investments, which involve significant accounting estimates. Equity investments We adopted the ASU 2016-01 at January 1, 2018.
For a detailed discussion of our principal accounting policies and related judgments, see “Notes to Consolidated Financial Statements – Note 2 Principal Accounting Policies”. Long-term investments Long-term investments include equity investments and other long-term investments, which involve significant accounting estimates.
Among the organized tours, revenues under arrangements for which we undertake substantive inventory risk were RMB1.6 million, nil and nil, respectively, and revenues for the self-operated local tour operator business were RMB122.7 million, RMB169.4 million and RMB32.3 million (US$4.7 million) for the years ended December 31, 2020, 2021 and 2022, respectively.
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 RMB169.4 million, RMB32.3 million and RMB100.1 million (US$14.1 million) for the years ended December 31, 2021, 2022 and 2023, respectively.
When our assumptions related to the estimates of loss severity and recoveries and macroeconomic factors decreased/increased by 5% while holding all other estimates constant, there would be no significant impact to our consolidated results of operations. ​ ​ 113 Table of Contents
This is assessed at each quarter based on our specific facts and circumstances. ​ When our assumptions related to the estimates of loss severity and recoveries and macroeconomic factors decreased/increased by 5% while holding all other estimates constant, there would be no significant impact to our consolidated results of operations. ​ 99 Table of Contents ​ ​
As of December 31, 2021 and 2022, we had short-term borrowings from banks which were repayable within one year, with interests charged at rates ranging from 0.2% to 5.0% and 0.2% to 8.0% per annum, as of RMB10.0 million and RMB7.5 million (US$1.1 million), respectively.
As of December 31, 2022 and 2023, our outstanding short-term borrowings were RMB7.5 million and RMB7.3 million (US$1.0 million) and our outstanding long-term borrowings were RMB12.0 million and RMB10.4 million (US$1.5 million), respectively. 93 Table of Contents As of December 31, 2022 and 2023, we had short-term borrowings from banks which were repayable within one year of RMB7.5 million, with interests rates ranging from 0.2% to 8.0% per annum, and RMB7.3 million (US$1.0 million), with interests rates ranging from 0.2% to 10.3% per annum, respectively.
Net revenues were RMB426.3 million and RMB183.6 million (US$26.6 million) in 2021 and 2022, respectively. ● Revenues from packaged tours. Revenues from packaged tours decreased by 77% from RMB305.3 million in 2021 to RMB70.3 million (US$10.2 million) in 2022, primarily due to the resurgence of COVID-19 in certain regions in China. ● Other revenues.
Revenues from packaged tours decreased by 77% from RMB305.3 million in 2021 to RMB70.3 million in 2022, primarily due to the resurgence of COVID-19 in certain regions in China. ● Other revenues.
Moreover, our sales and marketing expenses decreased from RMB372.0 million in 2020 to RMB150.5 million in 2021 which was primarily due to the decreases in promotion expenses and amortization of acquired intangible assets, and decreased to RMB103.6 million (US$15.0 million) in 2022 which was primarily due to the decreases in promotion expenses and marketing personnel related expenses.
Moreover, our sales and marketing expenses decreased from RMB150.5 million in 2021 to RMB103.6 million in 2022, primarily due to the decreases in promotion expenses and amortization of acquired intangible assets, but increased to RMB117.7 million (US$16.6 million) in 2023, primarily due to the increases in promotion expenses and marketing personnel related expenses.
Under the Hong Kong tax law, our Hong Kong subsidiaries are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.
Under the Hong Kong tax law, our Hong Kong subsidiaries are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends. PRC Our PRC subsidiaries and the consolidated affiliated entities are subject to PRC enterprise income tax on the taxable income in accordance with the PRC income tax laws.
No impairment loss was recognized for the years ended December 31, 2020 and 2021 based on management’s impairment test. 112 Table of Contents Impairment of non-financial assets We evaluate our non-financial assets including property and equipment, intangible assets, land use rights and operating lease rights-of-use assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Impairment of non-financial assets We evaluate our non-financial assets, including property and equipment, intangible assets, land use rights and operating lease rights-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
The following table sets forth the components of our operating expenses in absolute amounts and as percentages of our net revenues for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Operating expenses: ​ ​ ​ ​ ​ ​ Research and product development (100,514) (22.3) ​ (54,622) ​ (12.8) ​ (50,799) ​ (7,365) ​ (27.7) Sales and marketing (371,984) (82.6) ​ (150,493) ​ (35.3) ​ (103,617) ​ (15,023) ​ (56.4) General and administrative (1,109,340) (246.4) ​ (174,021) ​ (40.8) ​ (108,935) ​ (15,794) ​ (59.3) Impairment of goodwill ​ — ​ — ​ — ​ — ​ (112,102) ​ (16,253) ​ (61.0) Other operating income 27,849 6.2 ​ 26,064 ​ 6.1 ​ 75,685 ​ 10,973 ​ 41.2 ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses (1,553,989) ​ (345.1) ​ (353,072) ​ (82.8) ​ (299,768) ​ (43,462) ​ (163.2) ​ 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, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Operating expenses: ​ ​ ​ ​ ​ ​ Research and product development (54,622) ​ (12.8) ​ (50,799) ​ (27.7) ​ (56,974) ​ (8,025) ​ (12.9) Sales and marketing (150,493) ​ (35.3) ​ (103,617) ​ (56.4) ​ (117,706) ​ (16,579) ​ (26.7) General and administrative (174,021) ​ (40.8) ​ (108,935) ​ (59.3) ​ (113,221) ​ (15,947) ​ (25.7) Impairment of goodwill ​ — ​ — ​ (112,102) ​ (61.0) ​ (114,661) ​ (16,150) ​ (26.0) Other operating income 26,064 ​ 6.1 ​ 75,685 ​ 41.2 ​ 7,009 ​ 987 ​ 1.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses (353,072) ​ (82.8) ​ (299,768) ​ (163.2) ​ (395,553) ​ (55,714) ​ (89.6) ​ 87 Table of Contents Research and product development expenses .
The issuance of notes payable is pledged by the Group’s bank deposits of RMB197.9 million and RMB200.0 million as of December 31, 2021 and 2022, which were recorded in short-term investments. 107 Table of Contents We had net losses of RMB1,343.6 million, RMB128.5 million and RMB203.0 million (US$29.4 million), for the years ended December 31, 2020, 2021 and 2022, respectively.
The issuance of notes payable is pledged by our company’s bank deposits of RMB200.0 million and RMB179.0 million as of December 31, 2022 and 2023, which were recorded in short-term investments. We had net losses of RMB128.5 million, RMB203.0 million and RMB101.1 million (US$14.2 million), for the years ended December 31, 2021, 2022 and 2023, respectively.
We would be permitted to offset input VAT by providing valid VAT invoices received from vendors against our output VAT liability. Alternatively, the taxable income of tourism business could be calculated on net basis by deducting relevant expenses (including expenses for accommodation, catering, transportation, visa, ticket and tourism fee paid to other entities/ individuals) if valid invoices could be obtained.
Alternatively, the taxable income of tourism business may be calculated on net basis by deducting expenses (including expenses for accommodation, catering, transportation, visa, ticket and tourism fee paid to other entities/ individuals) if valid invoices are obtained.
Our net cash used in operating activities was RMB1,313.1 million in 2020, primarily attributable to cash inflows from sales of our travel products and services of RMB2,896.3 million and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB219.3 million, that were offset by cash outflows due to payments to travel suppliers of RMB3,514.2 million, payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB428.9 million, payments for marketing and promotional activities, office rental and utilities and professional services of RMB472.2 million, and payments of taxes and levies of RMB13.4 million.
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. 94 Table of Contents Our net cash used in operating activities was RMB226.3 million in 2021, primarily attributable to cash inflows from sales of our travel products and services of RMB2,539.0 million and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB70.0 million, that were offset by cash outflows due to payments to travel suppliers of RMB2,386.6 million, payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB247.4 million, payments for marketing and promotional activities, office rental and utilities and professional services of RMB186.4 million, and payments of taxes and levies of RMB14.9 million.
Our net cash used in financing activities in 2021 was RMB344.6 million, primarily attributable to RMB621.0 million for repayments of short-term and long-term borrowings and RMB1.9 million for acquisition of noncontrolling interests of subsidiaries, which were partially offset by RMB0.4 million of proceeds from employees exercising stock options and RMB277.9 million of proceeds from short-term and long-term borrowings.
Financing Activities Our net cash used in financing activities in 2023 was RMB22.6 million (US$3.2 million), primarily attributable to RMB400.8 million (US$56.5 million) for repayments of short-term and long-term borrowings and RMB0.6 million (US$8,500.0) for acquisition of noncontrolling interests of subsidiaries, which were partially offset by RMB8,849.9 (US$1,246.0) of proceeds from employees exercising stock options, RMB378.0 million (US$53.2 million) of proceeds from short-term and long-term borrowings, and cash contribution from noncontrolling interests of RMB0.8 million (US$0.1 million).
Our revenues from packaged tours increased by 1.0% from RMB302.4 million in 2020 to RMB305.3 million in 2021, and decreased by 77.0% to RMB70.3 million (US$10.2 million) in 2022. 99 Table of Contents Others . Other revenues were RMB147.9 million, RMB121.0 million and RMB113.3 million (US$16.4 million) in 2020, 2021 and 2022, respectively.
Our revenues from packaged tours decreased by 77.0% to RMB70.3 million (US$9.9 million) in 2022, and increased by 374% to RMB333.4 million (US$47.0 million) in 2023. Others . Other revenues were RMB121.0 million, RMB113.3 million and RMB107.9 million (US$15.2 million) in 2021, 2022 and 2023, respectively.
Our research and product development expenses decreased from RMB100.5 million in 2020 to RMB54.6 million in 2021 and further decreased to RMB50.8 (US$7.4) million in 2022, which was primarily due to the decrease in research and development personnel related expenses. D.
Our research and product development expenses decreased from RMB54.6 million in 2021 to RMB50.8 million in 2022, but increased to RMB57.0 million (US$8.0 million) million in 2023, primarily due to the increase in research and development personnel related expenses. D.
The following table sets forth the components of our revenues in absolute amounts and as percentages of our net revenues for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Revenues: Packaged tours 302,359 ​ 67.2 ​ 305,333 ​ 71.6 ​ 70,314 ​ 10,195 ​ 38.3 Others 147,900 ​ 32.8 ​ 121,015 ​ 28.4 ​ 113,306 ​ 16,428 ​ 61.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues 450,259 ​ 100.0 ​ 426,348 ​ 100.0 ​ 183,620 ​ 26,623 ​ 100.0 ​ 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, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Revenues: Packaged tours 305,333 ​ 71.6 ​ 70,314 ​ 38.3 ​ 333,357 ​ 46,952 ​ 75.5 Others 121,015 ​ 28.4 ​ 113,306 ​ 61.7 ​ 107,913 ​ 15,199 ​ 24.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues 426,348 ​ 100.0 ​ 183,620 ​ 100.0 ​ 441,270 ​ 62,151 ​ 100.0 ​ 86 Table of Contents Packaged tours .
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, ​ ​ 2020 ​ 2021 ​ 2022 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Revenues: Packaged tours 302,359 ​ 67.2 ​ 305,333 ​ 71.6 ​ 70,314 ​ 10,195 ​ 38.3 Others 147,900 ​ 32.8 ​ 121,015 ​ 28.4 ​ 113,306 ​ 16,428 ​ 61.7 ​ ​ ​ ​ ​ ​ Net revenues 450,259 ​ 100.0 ​ 426,348 ​ 100.0 ​ 183,620 ​ 26,623 ​ 100.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues (237,065) ​ (52.7) ​ (254,815) ​ (59.8) ​ (94,066) ​ (13,638) ​ (51.2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit 213,194 ​ 47.3 ​ 171,533 ​ 40.2 ​ 89,554 ​ 12,985 ​ 48.8 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and product development (100,514) ​ (22.3) ​ (54,622) ​ (12.8) ​ (50,799) ​ (7,365) ​ (27.7) Sales and marketing (371,984) ​ (82.6) ​ (150,493) ​ (35.3) ​ (103,617) ​ (15,023) ​ (56.4) General and administrative (1,109,340) ​ (246.4) ​ (174,021) ​ (40.8) ​ (108,935) ​ (15,794) ​ (59.3) Impairment of goodwill ​ — ​ — ​ — ​ — ​ (112,102) ​ (16,253) ​ (61.0) Other operating income 27,849 ​ 6.2 ​ 26,064 ​ 6.1 ​ 75,685 ​ 10,973 ​ 41.2 ​ ​ ​ ​ ​ ​ Loss from operations (1,340,795) ​ (297.8) ​ (181,539) ​ (42.6) ​ (210,214) ​ (30,477) ​ (114.4) Other income/(expenses): ​ ​ ​ ​ ​ Interest and investment income 3,526 ​ 0.8 ​ 50,041 ​ 11.7 ​ 27,181 ​ 3,941 ​ 14.8 Interest expense (32,266) ​ (7.2) ​ (7,491) ​ (1.8) ​ (4,912) ​ (712) ​ (2.7) Foreign exchange gains/(losses), net 18,720 ​ 4.2 ​ 7,030 ​ 1.6 ​ (22,210) ​ (3,220) ​ (12.1) Other (loss)/income, net (253) ​ (0.1) ​ 2,895 ​ 0.7 ​ 6,136 ​ 890 ​ 3.3 ​ ​ ​ ​ ​ ​ Loss before income tax expense (1,351,068) ​ (300.1) ​ (129,064) ​ (30.4) ​ (204,019) ​ (29,578) ​ (111.1) Income tax expense 6,641 ​ 1.5 ​ (130) ​ 0.0 ​ 731 ​ 106 ​ 0.4 Equity in income of affiliates 797 ​ 0.2 ​ 726 ​ 0.2 ​ 292 ​ 42 ​ 0.2 ​ ​ ​ ​ ​ ​ Net loss (1,343,630) ​ (298.4) ​ (128,468) ​ (30.2) ​ (202,996) ​ (29,430) ​ (110.5) ​ 104 Table of Contents Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 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, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Revenues: Packaged tours 305,333 ​ 71.6 ​ 70,314 ​ 38.3 ​ 333,357 ​ 46,952 ​ 75.5 Others 121,015 ​ 28.4 ​ 113,306 ​ 61.7 ​ 107,913 ​ 15,199 ​ 24.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues 426,348 ​ 100.0 ​ 183,620 ​ 100.0 ​ 441,270 ​ 62,151 ​ 100.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues (254,815) ​ (59.8) ​ (94,066) ​ (51.2) ​ (147,581) ​ (20,786) ​ (33.4) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit 171,533 ​ 40.2 ​ 89,554 ​ 48.8 ​ 293,689 ​ 41,365 ​ 66.6 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and product development (54,622) ​ (12.8) ​ (50,799) ​ (27.7) ​ (56,974) ​ (8,025) ​ (12.9) Sales and marketing (150,493) ​ (35.3) ​ (103,617) ​ (56.4) ​ (117,706) ​ (16,579) ​ (26.7) General and administrative (174,021) ​ (40.8) ​ (108,935) ​ (59.3) ​ (113,221) ​ (15,947) ​ (25.7) Impairment of goodwill ​ — ​ — ​ (112,102) ​ (61.0) ​ (114,661) ​ (16,150) ​ (26.0) Other operating income 26,064 ​ 6.1 ​ 75,685 ​ 41.2 ​ 7,009 ​ 987 ​ 1.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations (181,539) ​ (42.6) ​ (210,214) ​ (114.4) ​ (101,864) ​ (14,349) ​ (23.1) Other income/(expenses): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest and investment income 50,041 ​ 11.7 ​ 27,181 ​ 14.8 ​ 5,689 ​ 801 ​ 1.3 Interest expense (7,491) ​ (1.8) ​ (4,912) ​ (2.7) ​ (3,525) ​ (496) ​ (0.8) Foreign exchange gains/(losses), net 7,030 ​ 1.6 ​ (22,210) ​ (12.1) ​ (6,483) ​ (913) ​ (1.5) Other income, net 2,895 ​ 0.7 ​ 6,136 ​ 3.3 ​ 7,107 ​ 1,001 ​ 1.6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income tax expense (129,064) ​ (30.4) ​ (204,019) ​ (111.1) ​ (99,076) ​ (13,956) ​ (22.5) Income tax (expense)/benefit (130) ​ 0.0 ​ 731 ​ 0.4 ​ (1,441) ​ (203) ​ (0.3) Equity in income/(loss) of affiliates 726 ​ 0.2 ​ 292 ​ 0.2 ​ (580) ​ (82) ​ (0.1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss (128,468) ​ (30.2) ​ (202,996) ​ (110.5) ​ (101,097) ​ (14,241) ​ (22.9) ​ Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net Revenues .
Our operating expenses were RMB1,554.0 million, RMB353.1 million and RMB299.8 million (US$43.5 million) in 2020, 2021 and 2022, respectively, representing 345%, 83% and 163% of our revenues, respectively.
Our operating expenses were RMB353.1 million, RMB299.8 million and RMB395.6 million (US$55.7 million) in 2021, 2022 and 2023, respectively, representing 83%, 163% and 90% of our revenues, respectively.
As a result, our net cash used in operating activities was RMB1,313.1 million, RMB226.3 million and RMB143.0 million (US$20.7 million) in 2020, 2021 and 2022.
As a result, our net cash used in operating activities was RMB226.3 million and RMB143.0 million in 2021 and 2022, respectively, and our net cash provided by operating activities was RMB232.8 million (US$32.8 million) in 2023.
Our net cash provided by investing activities was RMB1,159.1 million in 2020, primarily attributable to the proceeds from maturity of short-term investments of RMB1,445.4 million, the decrease in loan receivable of RMB241.0 million, the proceeds from maturity of long-term investments of RMB904.8 million and cash received from disposal of equity investment of RMB56.6 million, which were offset by the purchase of short-term investments of RMB1,460.1 million, the purchase of property and equipment and intangible assets of RMB28.3 million and cash paid for acquisition (net of cash received) of RMB0.3 million.
Investing Activities Our net cash provided by investing activities was RMB40.9 million (US$5.8 million) in 2023, primarily attributable to the purchase of short-term investments of RMB606.9 million (US$85.5 million) and the purchase of property and equipment and intangible assets of RMB9.80 million (US$1.4 million), which were offset by the decrease in loan receivable of RMB75.8 million (US$10.7 million), the proceeds from maturity of short-term investments of RMB579.4 million (US$81.6 million), the increase in cash from disposals of subsidiaries of RMB 3.2 million (US$0.5 million), cash received from dividend of equity investment of RMB0.2 million (US$0.03 million) and the decrease in cash paid for long-term investments of RMB1.1 million (US$0.1 million).
Research and product development expenses were RMB100.5 million, RMB54.6 million and RMB50.8 million (US$7.4 million) in 2020, 2021 and 2022, respectively. ​ 100 Table of Contents Sales and marketing expenses .
Research and product development expenses were RMB54.6 million, RMB50.8 million and RMB57.0 million (US$8.0 million) in 2021, 2022 and 2023, respectively. ​ Sales and marketing expenses .

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Item 6. [Reserved]

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

55 edited+8 added−10 removed52 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.
A director may vote with respect to any contract, proposed contract, or arrangement in which he or she is interested provided (a) such director has declared the nature of his or her interest, whether material or not, at the earliest meeting of the board at which it is practicable to do so, either specifically or by way of a general notice, (b) such director has not been disqualified by the chairman of the relevant board meeting, and (c) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit committee in accordance with the Nasdaq rules.
A director may vote with respect to any contract, proposed contract, or arrangement in which he or she is interested provided (a) such director has declared the nature of his or her interest, whether material or not, at the earliest meeting of the board at which it is practicable to do so, either specifically or by way of a general notice, (b) such director has not been disqualified by the chairman of the board meeting, and (c) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the audit committee in accordance with the Nasdaq rules.
However, the option or restricted shares may be exercised, to the extent vested, only (a) in connection with or after certain triggering events if the option is assumed by a company whose shares are listed on a securities exchange, or (b) unless otherwise allowed by the plan administrator in its sole discretion, if the option holder or holder of restricted shares obtains all the necessary governmental approvals and consents required for the issuance of such shares.
However, the options or restricted shares may be exercised, to the extent vested, only (a) in connection with or after certain triggering events if the option is assumed by a company whose shares are listed on a securities exchange, or (b) unless otherwise allowed by the plan administrator in its sole discretion, if the option holder or holder of restricted shares obtains all the necessary governmental approvals and consents required for the issuance of such shares.
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 119 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; ● 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 105 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.
Awards granted under the 2008 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award, among other things.
Awards granted under the 2008 Plan were evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event that the grantee’s employment or service terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award, among other things.
Vesting Schedule . In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. Exercise of Options . The plan administrator determines the exercise price for each award, which is stated in the award agreement.
Vesting Schedule . In general, the plan administrator determines the vesting schedule, which is specified in the award agreement. Exercise of Options . The plan administrator determines the exercise price for each award, which is stated in the award agreement.
Our board of directors has determined that each of Mr. Choi 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.
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.
The purposes of the 2008 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and consultants, and to promote the success of our business by offering these individuals an opportunity to acquire a proprietary interest in our company.
The purposes of the 2008 Plan were to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to employees and consultants, and to promote the success of our business by offering these individuals an opportunity to acquire a proprietary interest in our company.
Officers are elected by and serve at the discretion of the board of directors. 120 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.
Officers are elected by and serve at the discretion of the board of directors. 106 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.
Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator. Termination of the 2014 Plan . Unless terminated earlier, the 2014 Plan will terminate automatically in 2024.
Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator. Termination of the 2014 Plan . Unless terminated earlier, the 2014 Plan will terminate automatically in 2034.
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 (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.
Yu served as the technical director of Bokee.com . Mr. Yu received a bachelor’s degree in mathematics from Southeast University in China in 2003. Mr. Kan Wang has served as Tuniu’s director since June 2022. Mr. Wang currently serves as an executive deputy general manager of the asset operation department at HNA Group Co., Limited (“HNA Group”). Mr.
Yu served as the technical director of Bokee.com . Mr. Yu received a bachelor’s degree in mathematics from Southeast University in China in 2003. Mr. Kan Wang has served as Tuniu’s director since June 2022. Mr. Wang currently serves as an executive deputy general manager of the asset operation department at HNA Group Co., Limited, or the HNA Group. Mr.
The plan administrator determines the exercise price for each award, which is stated in the award agreement. The vested portion of option will expire if not exercised prior to the time as the plan administrator determines at the time of its grant. However, the maximum exercisable term is the tenth anniversary after the date of a grant. Transfer Restrictions .
The plan administrator determined the exercise price for each award, which was stated in the award agreement. The vested portion of option will expire if not exercised prior to the time as the plan administrator determined at the time of its grant. However, the maximum exercisable term is the tenth anniversary after the date of a grant. Transfer Restrictions .
Yan served as an analyst of iTech Holdings Limited in 2004. 114 Table of Contents Mr. Frank Lin has served as Tuniu’s independent director since December 2009. Mr.
Yan served as an analyst of iTech Holdings Limited in 2004. 100 Table of Contents Mr. Frank Lin has served as Tuniu’s independent director since December 2009. 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. 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. 102 Table of Contents Award Agreement .
(1) Pursuant to the relevant award agreement, 1/4 of the ordinary shares underlying the option or restricted shares shall vest on the first anniversary of the date of grant, and 1/48 of the remaining ordinary shares underlying the option or restricted shares shall vest on a monthly basis in the following three years.
(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.
Our audit committee consists of Mr. Onward Choi, Mr. Jack Xu and Mr. Haijin Cheng and is chaired by Mr. Choi. Each of Mr. Choi, Mr. Xu and Mr. Cheng 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 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.
Options may not be transferred in any manner by the recipient other than by will or by the laws of descent or distribution, except as otherwise provided by the plan administrator. 116 Table of Contents Termination of the 2008 Plan .
Options may not be transferred in any manner by the recipient other than by will or by the laws of descent or distribution, except as otherwise provided by the plan administrator. Termination of the 2008 Plan .
For share incentive grants to our directors and executive officers and the vesting conditions of such share incentive grants, see “—Share Incentive Plans.” 115 Table of Contents Share Incentive Plans 2008 Incentive Compensation Plan We adopted an incentive compensation plan, or the 2008 Plan, in 2008.
For share incentive grants to our directors and executive officers and the vesting conditions of such share incentive grants, see “—Share Incentive Plans.” Share Incentive Plans 2008 Incentive Compensation Plan We adopted an incentive compensation plan in 2008, or the 2008 Plan.
Nominating and Corporate Governance Committee . Our nominating and corporate governance committee consists of Mr. Jack Xu, Mr. Onward Choi and Mr. Frank Lin, and is chaired by Mr. Xu. Each of Mr. Xu, Mr. Choi 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 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.
Memorandum and Articles of Association—Differences in Corporate Law — Directors’ Fiduciary Duties.” Board Diversity Matrix ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Board Diversity Matrix (As of February 28, 2023) Country of Principal Executive Offices PRC Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 9 ​ ​ ​ ​ Did Not ​ ​ ​ ​ ​ ​ ​ Disclose ​ ​ Female ​ Male ​ Non-Binary Gender Part I: Gender Identity Directors 0 9 0 0 Part II: Demographic Background ​ ​ Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 5 ​ D.
Memorandum and Articles of Association—Differences in Corporate Law — Directors’ Fiduciary Duties.” Board Diversity Matrix ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Board Diversity Matrix (As of February 29, 2024) Country of Principal Executive Offices PRC Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 8 ​ ​ ​ ​ Did Not ​ ​ ​ ​ ​ ​ ​ Disclose ​ ​ Female ​ Male ​ Non-Binary Gender Part I: Gender Identity Directors 0 8 0 0 Part II: Demographic Background ​ ​ Underrepresented Individual in Home Country Jurisdiction 1 LGBTQ+ 0 Did Not Disclose Demographic Background 3 ​ D.
(2) Pursuant to the relevant award agreement, 1/12 of the ordinary shares underlying the option shall vest on a monthly basis.
(2) Pursuant to the award agreement, 1/12 of the ordinary shares underlying the options shall vest on a monthly basis.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our shares as of February 28, 2023 by: ● each of our current directors and executive officers; and 121 Table of Contents ● 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 29, 2024 by: ● each of our current directors and executive officers; and 107 Table of Contents ● each person known to us to own beneficially more than 5% of our shares. See “—B.
Each holder of Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of our Class B 122 Table of Contents ordinary shares is entitled to ten votes per Class B ordinary share.
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.
The total number of shares held by the five record holders in the United States represents 42.17% of our total outstanding shares.
The total number of shares held by the five record holders in the United States represents 47.07% of our total outstanding shares.
Compensation For the fiscal year ended December 31, 2022, we paid an aggregate of approximately RMB1.3 million (US$0.2 million) in cash to our executive officers and RMB1.2 million (US$0.2 million) to our non-executive directors and officers.
Compensation For the fiscal year ended December 31, 2023, we paid an aggregate of approximately RMB3.1 million (US$0.4 million) in cash to our executive officers and RMB1.0 million (US$0.1 million) to our non-executive directors and officers.
Our board of directors has the authority to amend or terminate the plan subject to shareholder approval or home country practice. 117 Table of Contents The following table summarizes, as of February 28, 2023, the outstanding options and restricted shares granted to our directors and executive officers under the 2008 Plan and 2014 Plan. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise Price ​ ​ ​ ​ Ordinary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Awarded/ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted ​ (US$/ ​ (RMB/ ​ ​ ​ Vesting ​ ​ Name Shares Share) Share) (4) Date of Grant Schedule Date of Expiration Dunde Yu 630,814 0.100 0.690 ​ November 5, 2009 4 years (1) ​ November 4, 2029 ​ 1,100,000 0.226 1.559 ​ March 11, 2011 4 years (1) ​ March 10, 2031 ​ 1,269,995 0.0001 0.001 ​ August 1, 2013 4 years (1) ​ July 31, 2029 ​ 900,000 3.000 20.692 ​ June 13, 2014 4 years (1) ​ June 12, 2024 ​ 760,000 3.090 21.312 ​ March 6, 2015 4 years (1) ​ March 5, 2025 ​ 1,981,000 3.090 21.312 ​ August 20, 2015 4 years (1) ​ August 19, 2025 ​ 1,420,000 2.683 18.505 ​ December 2, 2016 4 years (1) ​ December 1, 2026 ​ 17,256 0.0001 0.001 ​ January 1, 2017 1 years (2) ​ December 31, 2026 ​ 3 1.670 11.518 ​ May 8, 2018 4 years (1) ​ May 7, 2028 ​ 12,564 0.0033 0.023 ​ January 30, 2019 1 years (2) ​ January 29, 2029 ​ ​ 6,681,434 0.333 2.297 ​ August 10, 2022 4 years (1) ​ August 9, 2032 Anqiang Chen * 0.226 1.559 ​ March 11, 2011 4 years (1) ​ March 10, 2031 ​ * 1.135 7.828 ​ March 19, 2012 4 years (1) ​ March 18, 2032 ​ * 0.0001 0.001 ​ March 6, 2015 4 years (1) ​ March 5, 2025 ​ * 2.683 18.505 ​ December 2, 2016 4 years (1) ​ December 1, 2026 ​ ​ * ​ 1.670 ​ 11.518 ​ May 8, 2018 ​ 4 years (1) ​ May 7, 2028 ​ ​ * ​ 0.0033 ​ 0.023 ​ January 30, 2019 ​ 1 years (2) ​ January 29, 2029 ​ ​ * ​ 0.333 ​ 2.297 ​ August 10, 2022 ​ 4 years (1) ​ August 9, 2032 Jack Xu ​ *† ​ N/A ​ ​ ​ May 9, 2022 ​ 4 years (3) ​ May 9, 2032 Onward Choi *† N/A ​ ​ ​ May 9, 2022 4 years (3) ​ May 9, 2032 Haijin Cheng *† N/A ​ ​ ​ May 9, 2022 4 years (3) ​ May 9, 2032 Directors and officers as a group 18,048,304 — — ​ — — ​ — * Shares underlying vested options less than 1% of our total outstanding shares. † Denotes restricted share award; all other awards in this table are option awards.
Our board of directors has the authority to amend or terminate the plan subject to shareholder approval or home country practice. 103 Table of Contents The following table summarizes, as of February 29, 2024, 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 0.710 ​ November 5, 2009 4 years (1) ​ November 4, 2029 ​ 1,100,000 0.226 1.605 ​ March 11, 2011 4 years (1) ​ March 10, 2031 ​ 1,269,995 0.0001 0.001 ​ August 1, 2013 4 years (1) ​ July 31, 2029 ​ 900,000 3.000 21.300 ​ June 13, 2014 4 years (1) ​ June 12, 2024 ​ 760,000 3.090 21.939 ​ March 6, 2015 4 years (1) ​ March 5, 2025 ​ 1,981,000 3.090 21.939 ​ August 20, 2015 4 years (1) ​ August 19, 2025 ​ 1,420,000 2.683 19.049 ​ December 2, 2016 4 years (1) ​ December 1, 2026 ​ 17,256 0.0001 0.001 ​ January 1, 2017 1 years (2) ​ December 31, 2026 ​ 3 1.670 11.857 ​ May 8, 2018 4 years (1) ​ May 7, 2028 ​ 12,564 0.0033 0.023 ​ January 30, 2019 1 years (2) ​ January 29, 2029 ​ ​ 6,681,434 0.333 2.364 ​ August 10, 2022 4 years (1) ​ August 9, 2032 ​ 7,427,971 0.623 4.423 ​ April 6, 2023 1 year (3) ​ April 5, 2033 Anqiang Chen 19,998 0.226 1.605 ​ March 11, 2011 4 years (1) ​ March 10, 2031 ​ 3,879 1.135 8.058 ​ March 19, 2012 4 years (1) ​ March 18, 2032 ​ 4,497 0.0001 0.001 ​ March 6, 2015 4 years (1) ​ March 5, 2025 ​ ​ 9,900 ​ 2.683 ​ 19.049 ​ December 2, 2016 ​ 4 years (1) ​ December 1, 2026 ​ ​ 40,500 ​ 1.670 ​ 11.857 ​ May 8, 2018 ​ 4 years (1) ​ May 7, 2028 ​ ​ 7,536 ​ 0.0033 ​ 0.023 ​ January 30, 2019 ​ 1 years (2) ​ January 29, 2029 ​ ​ 2,969,526 ​ 0.333 ​ 2.364 ​ August 10, 2022 ​ 4 years (1) ​ August 9, 2032 ​ 742,797 0.623 ​ 4.423 ​ 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 26,100,983 — — ​ — — ​ — * Less than 1% of our total outstanding shares. † Denotes restricted share award; all other awards in this table are option awards.
(2) Represents (i) 90,909,091 Class A ordinary shares held by BHR Winwood Investment Management Limited and (ii) 9,470,778 Class A ordinary shares represented by 3,156,926 American Depository Shares held by Hong Kong Praise Tourism Investment Limited. The business address of Mr. Wang is ###-##-####, Hongqiao Road, Shanghai, China.
(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.
Employees We had a total of 2,113, 1,916 and 896 employees as of December 31, 2020, 2021 and 2022, respectively.
Employees We had a total of 1,916, 896 and 971 employees as of December 31, 2021, 2022 and 2023, respectively.
The committee or the full board of directors, as applicable, will determine 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, among other things.
The committee or the full board of directors, as applicable, determined the participants who received awards, the type and number of awards granted to each participant, and the terms and conditions of each award grant, among other things. Award Agreement .
(4) The prices in Renminbi were translated using the rate of US$1.00 = RMB6.8972, the exchange rate in effect as of December 30, 2022, solely for the convenience of the readers. C. Board Practices Board of Directors Our board of directors currently consists of nine 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 = RMB7.0999, the exchange rate in effect as of December 29, 2023, 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.
Eligibility . We may grant awards to our employees and consultants of our company. However, we may grant options that are intended to qualify as incentive options only to our employees. Vesting Schedule . In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement. Exercise of Options .
Eligibility . We granted awards to our employees and consultants of our company. However, we granted options that were intended to qualify as incentive options only to our employees. Vesting Schedule . In general, the plan administrator determined the vesting schedule, which was specified in the award agreement. Exercise of Options .
The following table sets forth the numbers of our employees, categorized by function, as of December 31, 2022: ​ ​ ​ ​ ​ Number of Function Employees Management and administration 136 Customer service center 125 Sales and marketing 458 Research and product development 177 Total 896 ​ 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, 2023: ​ ​ ​ ​ ​ Number of Function Employees Management and administration 129 Customer service center 95 Sales and marketing 474 Research and product development 273 Total 971 ​ 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 42 Founder, Chairman and Chief Executive Officer Kan Wang 38 Director Kun Li 35 Director Haifeng Yan 41 Independent Director Frank Lin 58 Independent Director Onward Choi 52 Independent Director Jack Xu 55 Independent Director Jie Chen 43 Independent Director Haijin Cheng 52 Independent Director Anqiang Chen 47 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 43 Founder, Chairman and Chief Executive Officer Kan Wang 39 Director Rui Li 47 Director Haifeng Yan 42 Independent Director Frank Lin 59 Independent Director Jack Xu 56 Independent Director Rui Zhang 46 Independent Director Haijin Cheng 53 Independent Director Anqiang Chen 48 Financial Controller ​ Mr.
Compensation Committee . Our compensation committee consists of Mr. Onward Choi, Mr. Jie Chen and Mr. Jack Xu, and is chaired by Mr. Choi. Each of Mr. Choi, Mr. Liu and Mr. Xu, satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
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.
This includes 144,218,034 ordinary shares (excluding 17,932,986 Class A ordinary shares, represented by 5,977,662 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 163,556,430 ordinary shares (excluding 17,792,952 Class A ordinary shares, represented by 5,930,984 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.
The 2008 Plan terminated automatically in 2018. 2014 Share Incentive Plan We adopted the 2014 Share Incentive Plan, or the 2014 Plan, in 2014. The maximum aggregate number of shares which may be issued pursuant to all awards under the 2014 Plan was initially 5,500,000 ordinary shares as of the date of its approval.
The maximum aggregate number of shares which may be issued pursuant to all awards under the 2014 Plan was initially 5,500,000 ordinary shares as of the date of its approval.
However, the option may be exercised, to the extent vested, only (a) in connection with or after certain triggering events if the option is assumed by a company whose shares are listed on a securities exchange, or (b) unless otherwise allowed by the plan administrator in its sole discretion, if the option holder obtains all the necessary governmental approvals and consents required for the issuance of such shares. 118 Table of Contents (3) Pursuant to the relevant award agreement, 1/48 of the restricted shares shall vest on a monthly basis since June 9, 2022.
However, the options may be exercised, to the extent vested, only (a) in connection with or after certain triggering events if the option is assumed by a company whose shares are listed on a securities exchange, or (b) unless otherwise allowed by the plan administrator in its sole discretion, if the option holder obtains all the necessary governmental approvals and consents required for the issuance of such shares.
The business address of Fullshare Holdings Limited is Unit 2805, Level 28 Admiralty Centre Tower One 18 Harcourt Road, Admiralty Hong Kong. To our knowledge, as of February 28, 2023, 156,607,851 of our outstanding ordinary shares are held by five record holders in the United States.
The business address of Fullshare Holdings Limited is Unit 2805, Level 28 Admiralty Centre Tower One 18 Harcourt Road, Admiralty Hong Kong. To our knowledge, as of February 29, 2024, we had 174,869,193 outstanding ordinary shares that were held by five record holders in the United States.
(9) Represents (i) 90,909,091 class A ordinary shares held by BHR Winwood Investment Management Limited and (ii) 9, 470,778 class A ordinary shares represented by 3,156,926 American Depository Shares held by Hong Kong Praise Tourism Investment Limited (HK Praise Tourism).
(9) 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 (HK Praise Tourism).
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, 2023, options to purchase 3,242,208 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.
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 29, 2024, options to purchase 3,237,171 Class A ordinary shares were outstanding under the 2008 Plan.
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) 11,795,759 10,423,503 22,219,262 ​ 5.9 ​ 21.7 Kan Wang (2) 100,379,869 — 100,379,869 ​ 27.0 ​ 19.0 Kun Li (3) 100,379,869 — 100,379,869 ​ 27.0 ​ 19.0 Jie Chen (4) 78,061,780 — 78,061,780 ​ 21.0 ​ 14.8 Haijin Cheng (5) ** — ** ​ ** ​ ** Frank Lin (6) 16,829,512 — 16,829,512 ​ 4.5 ​ 3.2 Haifeng Yan (7) — — — ​ — ​ — Onward Choi ** — ** ​ ** ​ ** Jack Xu (8) ** — ** ​ ** ​ ** Anqiang Chen ** — ** ​ ** ​ ** All directors and executive officers as a group 207,455,072 10,423,503 217,878,575 57.4 58.2 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal Shareholders: Affiliates of HNA Trust (9) 100,379,869 ​ — ​ 100,379,869 ​ 27.0 ​ 19.0 Affiliates of Caissa Group (10) 78,061,780 ​ — ​ 78,061,780 ​ 21.0 ​ 14.8 Dragon Rabbit Capital Limited (11) 3,704,135 ​ 10,423,503 ​ 14,127,638 ​ 3.8 ​ 20.5 Fullshare Holdings Limited (12) 4,104,137 6,949,997 11,054,134 3.0 13.9 * Except for Kan Wang, Kun Li, Jie Chen, Haijin Cheng, Frank Lin, Haifeng Yan and Jack Xu, the business address of our directors and executive officers is Tuniu Building, No. 32, Suningdadao, Xuanwu District, Nanjing, Jiangsu Province 210042, PRC. ** Shares underlying vested options of 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, 2023, which is 371,398,555 ordinary shares outstanding, including 17,373,500 Class B ordinary shares outstanding and 354,025,055 Class A ordinary shares outstanding (excluding 17,932,986 Class A ordinary shares, represented by 5,977,662 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, 2023. †† 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, 2023, 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) 22,007,639 10,423,503 32,431,142 ​ 8.3 ​ 23.1 Kan Wang (2) 99,029,515 — 99,029,515 ​ 26.7 ​ 18.8 Rui Li (3) 99,029,515 — 99,029,515 ​ 26.7 ​ 18.8 Rui Zhang (4) 78,061,780 — 78,061,780 ​ 21.0 ​ 14.8 Haijin Cheng (5) ** — ** ​ ** ​ ** Frank Lin (6) 15,366,514 — 15,366,514 ​ 4.1 ​ 2.9 Haifeng Yan (7) — — — ​ — ​ — Jack Xu (8) ** — ** ​ ** ​ ** Anqiang Chen ** — ** ​ ** ​ ** All directors and executive officers as a group 216,160,220 10,423,503 226,583,723 ​ 57.9 ​ 58.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal Shareholders: Affiliates of HNA Trust (9) 99,029,515 ​ — ​ 99,029,515 ​ 26.7 ​ 18.8 JD.com Investment Limited (10) 78,061,780 ​ — ​ 78,061,780 ​ 21.0 ​ 14.8 Dragon Rabbit Capital Limited (11) 3,704,135 ​ 10,423,503 ​ 14,127,638 ​ 3.8 ​ 20.4 Fullshare Holdings Limited (12) 4,104,137 ​ 6,949,997 ​ 11,054,134 ​ 3.0 ​ 13.9 * 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 29, 2024, which is 371,538,587 ordinary shares outstanding, including 17,373,500 Class B ordinary shares outstanding and 354,165,087 Class A ordinary shares outstanding (excluding 17,792,952 Class A ordinary shares, represented by 5,930,984 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 29, 2024. †† 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 29, 2024, 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.
The calculations in the table below are based on 371,398,555 ordinary shares outstanding as of February 28, 2023, including 17,373,500 Class B ordinary shares outstanding and 354,025,055 Class A ordinary shares outstanding (excluding 17,932,986 Class A ordinary shares, represented by 5,977,662 ADSs, reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan).
The calculations in the table below are based on 371,538,587 ordinary shares outstanding as of February 29, 2024, including 17,373,500 Class B ordinary shares outstanding and 354,165,087 Class A ordinary shares outstanding (excluding 17,792,952 Class A ordinary shares, represented by 5,930,984 ADSs, reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan).
Xu is the managing partner at Seven Seas Venture Partners. Mr. Xu served as Co-President and Chief Technology Officer of Sina Corporation, a Nasdaq-listed company, from January 2013 to February 2015. Prior to joining Sina Corporation, Mr. Xu worked at Cisco as the Corporate Vice President of the Communications and Collaboration business unit. Previously, Mr.
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, a Nasdaq-listed company, from January 2013 to February 2015. Prior to joining Sina Corporation, Mr.
As of February 28, 2023, options to purchase 22,369,488 Class A ordinary shares and 219,402 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 29, 2024, options to purchase 32,741,742 Class A ordinary shares and 101,313 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 .
Li has extensive experience in the fields of tourism and investment. Mr. Li received a master’s degree in financial modeling from University of Glasgow in November 2012. 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. 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.
(1) Represents (i) 8,091,624 Class A ordinary shares underlying the options that have become fully vested as of February 28, 2023 or will become fully vested within 60 days after February 28, 2023 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.
Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a share-for-share basis. 108 Table of Contents (1) Represents (i) 18,303,504 Class A ordinary shares underlying the options that have become fully vested as of February 29, 2024 or will become fully vested within 60 days after February 29, 2024 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.
Types of Awards . The 2008 Plan permits the awards of options and restricted shares. Plan Administration . Our board of directors or a committee appointed by our board will administer the 2008 Plan.
The 2008 Plan terminated automatically in 2018. 101 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.
Wang received his master’s degree in politics and economy simultaneous interpretation from University of Bath in 2008. Mr. Kun Li has served as Tuniu’s director since April 21, 2020. Mr. Kun Li currently serves as the vice general manager of asset management in HNA Tourism & Hospitality Business Unit. Mr.
Wang received his master’s degree in politics and economy simultaneous interpretation from University of Bath in 2008. Mr. Rui Li has served as Tuniu’s director since January 2024. Mr. Li currently serves as chairman of HNA Investment Group Co., Ltd. and investment director of Sinosafe General Insurance Co., Ltd. Mr.
Xu served as Vice President of Engineering and Research at eBay from October 2002 to April 2008 and Chief Technology Officer at NetEase from May 2000 to July 2002. He led Excite’s search engine development in 1996, while pursuing a Ph.D. at the University of California at Berkeley. Mr.
Xu worked at Cisco as the Corporate Vice President of the Communications and Collaboration business unit. Previously, Mr. Xu served as Vice President of Engineering and Research at eBay from October 2002 to April 2008 and Chief Technology Officer at NetEase from May 2000 to July 2002.
(3) Represents (i) 90,909,091 Class A ordinary shares held by BHR Winwood Investment Management Limited and (ii) 9,470,778 Class A ordinary shares represented by 3,156,926 American Depository Shares held by Hong Kong Praise Tourism Investment Limited. The business address of Mr. Li is 402, Hopson One Office Building. No. 21 Dawang Road West, Chao Yang District, Beijing, P.R. China.
(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.
We refer to Fabulous Jade Global Limited and Hopeful Tourism Limited as “Affiliates of Caissa Group”. 123 Table of Contents (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.
The business address of JD.com Investment Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. 109 Table of Contents (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.
We refer to BHR Winwood Investment Management Limited and HK Praise Tourism as “Affiliates of HNA Trust.” (10) Represents (i) 65,625,000 Class A ordinary shares held by Fabulous Jade Global Limited, and (ii) 12,436,780 Class A ordinary shares held by Hopeful Tourism Limited. The business address of Fabulous Jade Global Limited is c/o P.O.
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 19, 2023.
Xu received a bachelor’s degree and a master’s degree in information management from Sun Yat-Sen University in China. Mr. Jie Chen has served as Tuniu’s independent director since December 2022. Mr. Chen currently serves as Chairman of the Board of Caissa Tourism (000796. SZ), an A-share company listed on the Shenzhen Stock Exchange. Mr.
He led Excite’s search engine development in 1996, while pursuing a Ph.D. at the University of California at Berkeley. Mr. Xu received a bachelor’s degree and a master’s degree in information management from Sun Yat-Sen University in China. Mr. Rui Zhang has served as Tuniu’s independent director since February 2024. Mr.
(6) Represents (i) 10,802,352 Class A ordinary shares held by DCM V, L.P., (ii) 263,589 Class A ordinary shares held by DCM Affiliates Fund V, L.P., (iii) 4,439,695 Class A ordinary shares held by DCM Hybrid RMB Fund, L.P., (iv) 1,250,327 Class A ordinary shares held by DCM Ventures China Turbo Fund, L.P., and (v) 73,549 Class A ordinary shares held by DCM Ventures China Turbo Affiliates Fund, L.P.
(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.
Removed
Li joined HNA Group in July 2013 and has previously served as president of HNA Tourism Innovation Ventures, deputy director of the investment committee in HNA’s Travel Innovation Platform, general manager of strategic coordination in HNA Hotels and Resorts and general manager assistant of enterprise management division in E-Life Financial Services Holding Group Co., Ltd. Mr.
Added
Li joined HNA Group in July 1999 and previously served as vice president and company secretary of Hainan Airlines Holding Co., Ltd. (600221.SH), vice chairman and president of Northeast Electric Development Co., Ltd. (HKEX:00042), and general manager of investment management department of HNA Aviation Group Co., Ltd. Mr.
Removed
Mr. Onward Choi has served as Tuniu’s independent director since May 2014. Mr. Choi was the acting chief financial officer of NetEase Inc., a Nasdaq-listed company, from July 2007 to June 2017. Mr. Choi currently serves as the independent director and the chairman of the audit committee of Smart Share Global Limited and Ucloudlink Group Inc., both are Nasdaq-listed companies.
Added
Zhang joined JD.com in 2023 and is currently in charge of the life and travel business unit of JD.com. Mr. Zhang has over 25 years of experience in the tourism industry. Prior to joining JD.com, Mr. Zhang held various key positions at major internet or tourism companies, including head of virtual business at PDD Holdings Inc.
Removed
Mr. Choi also serves as an independent non-executive director and the chairman of the audit committee of Beijing Jingkelong Company Limited (HKEX: 0814) and Tongdao Liepin Group (HKEX: 6100), both of which are listed on the Hong Kong Stock Exchange. Mr.
Added
(NASDAQ: PDD), general manager of overseas business department at Meituan (HKEX: 3690), vice general manager of leisure travel department of Ali Trip at Alibaba Group Holding Ltd (NASDAQ: BABA, HKEX: 9988), and vice general manager of outbound travel department at China Tourism Group. Mr. Zhang received a bachelor’s degree in 1997. Mr.
Removed
Choi is a fellow member of the Association of Chartered Certified Accountants, CPA Australia, and the Hong Kong Institute of Certified Public Accountants. Mr. Choi received a bachelor’s degree in accountancy with honors from the Hong Kong Polytechnic University. Mr. Jack Xu has served as Tuniu’s independent director since May 2014. Mr.
Added
The 2008 Plan terminated automatically in 2018. 2014 Share Incentive Plan We adopted a separate incentive compensation plan in 2014, which we refer to as the 2014 Plan. The 2014 Plan was amended in November 2023 to extend its expiration date to April 2034.
Removed
Chen joined Caissa Tourism Group in 2002 and previously served as the vice president of Caissa Tosun Development Co. Ltd. and general manager of domestic operation business group, vacation business group and product research and development center for group tours. Mr. Chen graduated from Beijing Science Technology and Management College in 2002. Mr.
Added
(3) Pursuant to the award agreement, all of the ordinary shares underlying the options shall vest on April 5, 2024.
Removed
Our board of directors may authorize one or more officers of us to grant awards under the 2008 Plan, subject to parameters specified by the board of directors. Award Agreement .
Added
However, the options must be exercised, to the extent vested, prior to certain option exercise expiration dates set forth in the award agreement. 104 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.
Removed
Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a share-for-share basis.
Added
(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 19, 2023. The business address of Mr. Zhang is Building 1, Kechuang 11 Street, Beijing, P.R. China. (5) The business address of Mr.
Removed
(4) Represents (i) 65,625,000 Class A ordinary shares held by Fabulous Jade Global Limited and (ii) 12,436,780 Class A ordinary shares held by Hopeful Tourism Limited. The business address of Mr. Chen is FL. 29 of Block C(East Tower), Glory Tower, No. 11 Guoxing Street Meilan Dist. Haikou, Hainan Province, P.R. China. (5) The business address of Mr.
Added
JD.com Investment Limited, a company organized under the laws of the British Virgin Islands,is a direct wholly-owned subsidiary of JD.com, Inc., a Cayman Islands company. The business address of JD.com, Inc. is 20th Floor, Building A, No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, the People’s Republic of China.
Removed
Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands . Fabulous Jade is a wholly-owned subsidiary of Hopeful Tourism Limited. The business address of Hopeful Tourism Limited is Flat/Rm A, 12/F Kiu Fu Commercial Building, 300 Lockhart Road, Wan Chai, Hong Kong.
Removed
Hopeful Tourism Limited is a wholly-owned subsidiary of Caissa Sega Tourism Culture Investment Limited, which in turn is a wholly-owned subsidiary of Caissa Sega Tourism Culture Development Group Co., Ltd.

Item 7. Management's Discussion & Analysis

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

15 edited+12 added−8 removed1 unchanged
In May 2022, we received and registered 632,992,650 trust units (representing 0.09% of unit interests of HNA trust) with the value of RMB13.3 million (US$1.9 million), as the settlement of remaining HNA debts.
In May 2022, we received and registered 632,992,650 trust units (representing 0.09% of unit interests of the HNA trust) with the value of RMB13.3 million (US$1.9 million) as the settlement of remaining HNA debts.
Relationship with HNA Tourism Group In November 2015, we entered into a strategic partnership with HNA Tourism through a share subscription agreement, pursuant to which (i) HNA Tourism invested US$500 million in our company in January 2016 through the acquisition of 90,909,091 newly issued Class A ordinary shares of our company by one of its affiliates, and (ii) HNA Tourism agreed to provide us with access to its premium airlines and hotels resources at a preferential rate, in compliance with applicable fair competition market rules, and we undertook to acquire no less than US$100 million products and services sourced from HNA Tourism until June 30, 2018.
Relationship with HNA Tourism and HNA Trust In November 2015, we entered into a strategic partnership with HNA Tourism through a share subscription agreement, pursuant to which (i) HNA Tourism invested US$500 million in our company in January 2016 through the acquisition of 90,909,091 newly issued Class A ordinary shares of our company by one of its affiliates, and (ii) HNA Tourism agreed to provide us with access to its premium airlines and hotels resources at a preferential rate, in compliance with applicable fair competition market rules, and we undertook to acquire no less than US$100 million products and services sourced from HNA Tourism until June 30, 2018.
The transaction contemplated by the share subscription agreement was completed in January 2016. In connection with the strategic partnership with HNA Tourism, we entered into an investor rights agreement with HNA Tourism in November 2015, which was subsequently amended in December 2015 and February 2016, to govern certain rights and obligations of us and HNA Tourism.
The transaction contemplated by the share subscription agreement was completed in January 2016. In connection with the strategic partnership with HNA Tourism, we entered into an investor rights agreement with HNA Tourism in November 2015, which was subsequently amended in December 2015 and February 2016, to govern certain rights and obligations of between us and HNA Tourism.
In December 2021, we received cash of RMB0.3 million (US$0.04 million) and 531,591 shares of HNA Airlines with value of RMB1 million (US$0.14 million) as part of the settlement of the HNA debts, of which CECL allowance was fully provided in the prior years.
In December 2021, we received cash of RMB0.3 million (US$0.04 million) and 531,591 shares of HNA Airlines with value of RMB1 million (US$0.14 million) as part of the settlement of the HNA debts, of which current expected credit losses allowance was fully provided in the prior years.
We recognized the trust units as equity investment without readily determinable fair value and derecognized all the remaining HNA debts which was fully provided, meanwhile 125 Table of Contents a corresponding reversal of CECL allowance with the amount of RMB13.3 million (US$1.9 million) was credited to the consolidated statements of comprehensive loss for the year ended December 31, 2022.
We recognized the trust units as equity investment without readily determinable fair value and derecognized all the remaining HNA debts which was fully provided, and meanwhile a corresponding reversal of current expected credit losses allowance with the amount of RMB13.3 million (US$1.9 million) was credited to our consolidated statements of comprehensive loss for the year ended December 31, 2022.
Accordingly, a reversal of CECL allowance at the amount of RMB1.3 million (US$0.2 million) was credited to the consolidated statements of comprehensive loss in 2021.
Accordingly, a reversal of current expected credit losses allowance at the amount of RMB1.3 million (US$0.2 million) was credited to the consolidated statements of comprehensive loss in 2021.
In the year ended December 31, 2022, we received additional cash of RMB150 thousand (US$22 thousand) and 2,398 shares of HNA Airlines with value of RMB3.9 thousand (US$0.6 thousand) as part of the settlement of the HNA debts, of which CECL allowance was fully provided in the prior years.
For the year ended December 31, 2022, we received additional cash of RMB150 thousand and 2,398 shares of HNA Airlines with value of RMB3.9 thousand as part of the settlement of the HNA debts, of which current expected credit losses allowance was fully provided in the prior years.
As of December 31, 2021 and 2022, amounts due from Caissa amounted to RMB1.9 million and RMB0.8 million (US$0.1 million), respectively, and amounts due to Caissa amounted to RMB0.8 million and RMB0.8 million (US$0.1 million).
As of December 31, 2021, 2022 and 2023, amounts due from Caissa amounted to RMB1.9 million, RMB0.8 million and RMB0.8 million (US$0.1 million), respectively, and amounts due to Caissa amounted to RMB0.8 million, RMB0.8 million and RMB0.8 million (US$0.1 million). 110 Table of Contents Relationship with JD.com, Inc.
In October 2021, debt restructuring plans of HNA Group and its affiliates were approved by the creditors and the Court, pursuant to which HNA Group and its affiliates would settle their debts owed to the creditors by various means, including cash, shares of Hainan Airlines Holding Co., Ltd., (“HNA Airlines”), a company listed in Chinese A share market, and units in a trust ("HNA Trust”) comprising assets/liabilities of HNA Group and certain of its affiliates, etc.
In January 2021, HNA Group received a formal bankruptcy and restructuring notice from the Hainan Province High People’s Court following creditors’ action against HNA Group due to its failure to pay overdue debts. 111 Table of Contents In October 2021, debt restructuring plans of HNA Group and its affiliates were approved by the creditors and the Hainan Province High People’s Court, pursuant to which HNA Group and its affiliates would settle their debts owed to the creditors by various means, including cash, shares of Hainan Airlines Holding Co., Ltd., a company listed in the Chinese A share market, and units in an HNA trust (“HNA Trust”) comprising assets/liabilities of HNA Group and certain of its affiliates, etc.
We have purchased RMB164.4 million, RMB112.8 million and RMB35.9 million (US$5.2 million) air tickets from HNA Tourism for the years ended December 31, 2020, 2021 and 2022, respectively. We sold travelling products through an affiliate of HNA Tourism’s distribution channels and the revenues were insignificant.
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.
Accordingly, a reversal of CECL allowance at the amount of RMB153.9 thousand (US$22.3 thousand) was credited to the consolidated statements of comprehensive loss in 2022. In April 2022, as confirmed by the Court, the restructuring plan has been fully implemented and 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. 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.
Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.” Private Placements, Repurchase and Redesignation See “Item 5. Operating and Financial Review and Prospects—B.
Key Information—D. Risk Factors—Risks Related to Our Corporate Structure.” Private Placements, Repurchase and Redesignation See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.” Relationship with Caissa Group In November 2020, pursuant to a share purchase agreement and certain amendments, Caissa completed the purchase of all Class A ordinary shares held by JD.com, Inc.
Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation.” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—B. Compensation.” C. Interests of Experts and Counsel Not applicable.
For the year ended December 31, 2023, we received cash of RMB212 thousand (US$30 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.” Share Incentive Plans See “Item 6. Directors, Senior Management and Employees—B. Compensation.” C.
Relationship with Caissa Group On November 20, 2020, pursuant to a share purchase agreement and certain amendments, Caissa completed the purchase of all Class A ordinary shares held by JD.com, Inc. We sold packaged tours through Caissa’s platform and the commission fees to Caissa were insignificant.
We sold packaged tours through Caissa’s platform and the commission fees to Caissa were insignificant.
In December 2017 and May 2018, we provided financing (the “Notes Financing” and the “Loan Financing”) to certain affiliates of HNA Tourism (the “HNA Affiliates”) with total principal amount of RMB540 million.
After the restructuring of HNA Group, these affiliates of HNA Tourims 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”).
Removed
Liquidity and Capital Resources.” Relationship with Trip.com Trip.com purchased 5,000,000 Class A ordinary shares in a private placement concurrent with our initial public offering, an additional 3,731,034 Class A ordinary shares for a total of US$15,000,000 through a private placement transaction in December 2014 as well as an additional 3,750,000 Class A ordinary shares for a total of US$20,000,000 through a private placement transaction in May 2015.
Added
In December 2014, we entered into a share subscription agreement with Unicorn Riches Limited, a special purpose vehicle of Hony Capital, JD.com E-commerce (Investment) Hong Kong Corporation Limited, a special purpose vehicle of JD.com, Inc. (Nasdaq: JD), Ctrip Investment Holding Ltd., a subsidiary of Ctrip.com International, Ltd.
Removed
We conduct transactions in the ordinary course of business with Trip.com on the terms of arm-length transactions. We sell our packaged tours through Trip.com’s online platform and the commission fees to Trip.com were insignificant. We purchased travelling products from Trip.com’s online platform, which were insignificant.
Added
(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.
Removed
Revenues from Trip.com consist of commission fees for the booking of hotel rooms and air tickets through our online platform, amounting to RMB16.9 million, RMB145.5 thousand and RMB45.9 thousand (US$6.7 thousand) for the years ended December 31, 2020, 2021 and 2022, respectively.
Added
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.
Removed
As of December 31, 2021 and 2022, 124 Table of Contents amounts due from Trip.com amounted to RMB13.0 million and RMB0.2 million (US$0.03 million), respectively, and amounts due to Trip.com amounted to RMB3.9 million and RMB3.9 million (US$0.6 million), respectively.
Added
Pursuant to a strategic cooperation agreement between JD.com, Inc. and us, we acquired the exclusive right to operate the leisure travel channel for both of JD.com, Inc.’s website and mobile application, became JD.com, Inc.’s preferential business partner for hotel and air ticket reservation services, and received strategic internet traffic support and marketing support for the operation of the leisure travel channel for a period of five years started from August 2015.
Removed
For the year ended December 31, 2019, the Notes Financing and the Loan Financing were overdue and we provided an allowance provision of RMB23.2 million against the carrying value of above Notes Financing and Loan Financing to reflect the increasing credit risk associated with the respective outstanding balances.
Added
We further entered into a share subscription agreement with Fabulous Jade Global Limited, a subsidiary of JD.com, Inc., pursuant to which JD.com, Inc. invested US$250 million in our company, in addition to the rights and support it has contributed to the strategic partnership, as consideration for 65,625,000 newly issued Class A ordinary shares.
Removed
In the year ended December 31, 2020, HNA Group’s financial position further deteriorated and subsequently in January 2021, HNA Group received a formal bankruptcy and restructuring notice from the Hainan Province High People’s Court (the “Court”) following creditors’ action against HNA Group due to its failure to pay overdue debts.
Added
We concurrently entered into a investor rights agreement with Fabulous Jade Global Limited to govern certain rights and obligations of us and JD.com, Inc.
Removed
As of December 31, 2020, we assessed the recoverability of above receivables and provided a full allowance for CECL on the remaining balance at the amount of RMB44.8 million and RMB512.8 million for the Notes Financing and the Loan Financings, respectively. Moreover, we provided a full allowance of RMB30.8 million for the current amounts due from other HNA Tourism affiliates.
Added
The acquisition of the strategic cooperation agreement is considered an acquisition of intangible assets, including the exclusive operation right of the leisure travel channel, the preferential business partner status for hotel and air ticket reservation services, and strategic internet traffic and marketing support.
Removed
As of December 31, 2020, the carrying value of the Notes Financing, Loan Financing and amounts due from other HNA affiliates (collectively referred to as “HNA debts”) was RMB nil.
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.
Added
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.
Added
As a result of the share transfer, Caissa Group beneficially owned 78,061,780 Class A ordinary shares.
Added
In December 2023, JD.com E-commerce (Investment) Hong Kong Corporation Limited, JD.com Investment Limited, Hopeful Tourism Limited, Caissa Group and Fabulous Jade Global Limited entered into a termination agreement, pursuant to which the parties agreed to terminate the share purchase agreement and agreed for the 78,061,780 Class A ordinary shares then beneficially owned by Caissa Group to be returned and transferred to JD.com Investment Limited.
Added
As of the date of this annual report, JD.com Investment Limited has been registered as the holder of a total of 78,061,780 Class A ordinary shares of our company.

Other TOUR 10-K year-over-year comparisons