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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 — 2023 vs 2024

Top changes in Tuniu Corp's 2024 20-F

450 paragraphs added · 445 removed · 381 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

141 edited+32 added−26 removed497 unchanged
If Nanjing Tuniu or its shareholders fail to perform their obligations under these contractual arrangements, we may have to resort to litigation or arbitration to enforce our rights, which may be time-consuming, unpredictable, expensive and damaging to our operations and reputation.
If Nanjing Tuniu or its shareholders fail to perform their obligations under these contractual arrangements, we may have to resort to litigation or arbitration to enforce our rights, which may be time-consuming, unpredictable, expensive and damaging to our operations and reputation.
The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
The PCAOB had historically been unable to inspect our auditor in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections of our auditor in the past has deprived our investors with the benefits of such inspections.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
In May 2022, the SEC conclusively listed us as a Commission-Identified Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended December 31, 2021.
As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction.
As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction.
If Nasdaq determines to delist our ADSs, or if we fail to list our ADSs on other stock exchanges or find an alternative trading venue for our ADSs, the market liquidity and the value of an investment in our ADSs will be materially and adversely affected.
If Nasdaq determines to delist our ADSs, or if we fail to list our ADSs on other stock exchanges or find alternative trading venue for our ADSs, the market liquidity and the value of an investment in our ADSs will be materially and adversely affected.
We will be classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, if either (a) 75% or more of our gross income for such year consists of certain types of “passive” income or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income, or the asset test.
We will be classified as a passive foreign investment company, or PFIC, for United States federal income tax purposes for any taxable year, if either (a) 75% or more of our gross income for such year consists of certain types of “passive” income, or the income test, or (b) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income, or the asset test.
We may be adversely affected by the complexity, uncertainties and changes in PRC regulations of internet and related business and companies. The PRC government regulates the internet and related industry extensively, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet industry.
We may be adversely affected by the complexity, uncertainties and changes in PRC regulations of internet, tourism,and related business and companies. The PRC government regulates the internet, tourism and related industry extensively, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the internet industry.
Based on the market price of our ADSs and the nature and composition of our assets (in particular the substantial amount of cash and investments), we believe that we were a PFIC for United States federal income tax purposes for the taxable year ended December 31, 2023, and we will likely be a PFIC for our current taxable year ending December 31, 2024 unless the market price of our ADSs significantly increases and/or we invest a substantial amount of the cash and other passive assets we hold in assets that produce or are held for the production of active income.
Based on the market price of our ADSs and the nature and composition of our assets (in particular the substantial amount of cash and investments), we believe that we were a PFIC for United States federal income tax purposes for the taxable year ended December 31, 2024, and we will likely be a PFIC for our current taxable year ending December 31, 2025 unless the market price of our ADSs significantly increases and/or we invest a substantial amount of the cash and other passive assets we hold in assets that produce or are held for the production of active income.
Business Overview—PRC Regulation—Regulations on Foreign Currency Exchange.” 25 Table of Contents SAFE regulations prohibit foreign-invested enterprises from using Renminbi funds converted from foreign exchange capital for the following purposes: (i) direct or indirect expenditure prohibited by relevant laws and regulations, (ii) directly or indirectly used for investment in securities investments or other investments in wealth management unless otherwise provided by relevant laws and regulations, (iii) providing loans to non-affiliated enterprises, except where it is expressly permitted in the business license and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).
Business Overview—PRC Regulation—Regulations on Foreign Currency Exchange.” SAFE regulations prohibit foreign-invested enterprises from using Renminbi funds converted from foreign exchange capital for the following purposes: (i) direct or indirect expenditure prohibited by relevant laws and regulations, (ii) directly or indirectly used for investment in securities investments or other investments in wealth management unless otherwise provided by relevant laws and regulations, (iii) providing loans to non-affiliated enterprises, except where it is expressly permitted in the business license and (iv) paying the expenses related to the purchase of real estate that is not for self-use (except for the foreign-invested real estate enterprises).
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.
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.
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.
We are subject to the Sarbanes-Oxley Act of 2002, or SOX. Section 404 of the SOX requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F. Our management has concluded that our internal control over financial reporting was effective as of December 31, 2024.
In particular, we face a number of challenges relating to data from transactions and other activities on our platforms, including: ● protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use by our employees; ● addressing concerns related to privacy and sharing, safety, security and other factors; and ● complying with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure and security of personal information, including any requests from regulatory and government authorities relating to these data.
In particular, we face a number of challenges relating to data from transactions and other activities on our platforms, including: ● protecting the data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use by our employees; ● addressing concerns related to privacy and sharing, safety, security and other factors; and 42 Table of Contents ● complying with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure and security of personal information, including any requests from regulatory and government authorities relating to these data.
We adopted the 2008 Plan, which permits the granting of options to purchase our ordinary shares and restricted shares. We also adopted the 2014 Plan, which permits the granting of options to purchase our ordinary shares, restricted shares and restricted share units.
We also adopted the 2014 Plan, which permits the granting of options to purchase our ordinary shares, restricted shares and restricted share units.
Therefore, Nanjing Tuniu and Tuniu Nanjing Information Technology were eligible to enjoy a preferential tax rate of 15% in 2023 to the extent that they have taxable income under the Enterprise Income Tax Law, as long as they maintain the HNTE qualifications and duly conduct the enterprise income tax filing procedures with the tax authorities.
Therefore, Nanjing Tuniu and Tuniu Nanjing Information Technology were eligible to enjoy a preferential tax rate of 15% in 2024 to the extent that they have taxable income under the Enterprise Income Tax Law, as long as they maintain the HNTE qualifications and duly conduct the enterprise income tax filing procedures with the tax authorities.
The laws and regulations governing the internet industry in China are relatively new and quickly evolving, hence bringing uncertainties to their interpretation and enforcement. Implementation of industry-wide regulations, including data security or anti-monopoly related regulations, in this nature may cause the value of such securities to significantly decline or become worthless. For more details, see “Item 3. Key Information—D.
The laws and regulations governing the internet industry in China are evolving, hence bringing uncertainties to their interpretation and enforcement. Implementation of industry-wide regulations, including data security or anti-monopoly related regulations, in this nature may cause the value of such securities to significantly decline or become worthless. For more details, see “Item 3. Key Information—D.
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.
For the years ended December 31, 2022, 2023 and 2024, Tuniu Corporation did not make any capital contribution to our intermediate holding companies and subsidiaries. For the years ended December 31, 2022, 2023 and 2024, our intermediate holding companies and subsidiaries and the consolidated affiliated entities received no capital contribution or loan investment from Tuniu Corporation.
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.
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. 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.
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.
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.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future. Any significant appreciation or depreciation of Renminbi may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between Renminbi and the U.S. dollar in the future. 33 Table of Contents Any significant appreciation or depreciation of Renminbi may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars.
Our business could also be adversely affected if our employees are affected by health epidemics, including COVID-19, Ebola virus disease, H1N1 flu, H7N9 flu, avian flu or Severe Acute Respiratory Syndrome, or SARS. From 2020 to 2022, our financial performance was materially and adversely affected by the outbreak and resurgence of the COVID-19 pandemic.
Our business could also be adversely affected if our employees are affected by health epidemics, including COVID-19, Ebola virus disease, H1N1 flu, H7N9 flu, avian flu or Severe Acute Respiratory Syndrome, or SARS. 35 Table of Contents From 2020 to 2022, our financial performance was materially and adversely affected by the outbreak and resurgence of the COVID-19 pandemic.
Pursuant to the 2021 Negative List, if a domestic company engaging in the prohibited business stipulated in the 2021 Negative List seeks an overseas offering and listing, it shall obtain the approval from the competent government authorities.
Pursuant to the 2024 Negative List, if a domestic company engaging in the prohibited business stipulated in the 2024 Negative List seeks an overseas offering and listing, it shall obtain the approval from the competent government authorities.
Moreover, if we are not able to renew services agreements with the telecommunications carriers when they expire and are not able to enter into agreements with alternative carriers on commercially reasonable terms or at all, the quality and stability of our online platform may be adversely affected. We are subject to payment-related risks.
Moreover, if we are not able to renew services agreements with the telecommunications carriers when they expire and are not able to enter into agreements with alternative carriers on commercially reasonable terms or at all, the quality and stability of our online platform may be adversely affected. 41 Table of Contents We are subject to payment-related risks.
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.
If the Cybersecurity Review Measures 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.
Any of these factors may result in large and sudden changes in the volume and price at which our ADSs trade. If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the market price for our ADSs and trading volume could decline.
Any of these factors may result in large and sudden changes in the volume and price at which our ADSs trade. 46 Table of Contents If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our ADSs, the market price for our ADSs and trading volume could decline.
These could disrupt our operations and result in significant relocation expenses, as well as may result in litigation or claims against us, which could adversely affect our business, financial condition and results of operations. It may be difficult for overseas regulators to conduct investigation or collect evidence within China.
These could disrupt our operations and result in significant relocation expenses, as well as may result in litigation or claims against us, which could adversely affect our business, financial condition and results of operations. 34 Table of Contents It may be difficult for overseas regulators to conduct investigation or collect evidence within China.
If we were to experience frequent or persistent system failures, our reputation and brand would be harmed. 38 Table of Contents If we are unable to maintain existing relationships with travel suppliers, or develop relationships with new travel suppliers on favorable terms or terms similar to those we currently have, our business and results of operations may suffer.
If we were to experience frequent or persistent system failures, our reputation and brand would be harmed. If we are unable to maintain existing relationships with travel suppliers, or develop relationships with new travel suppliers on favorable terms or terms similar to those we currently have, our business and results of operations may suffer.
If we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected. 36 Table of Contents We face intense competition and may not be able to compete successfully against existing and new competitors. We operate in China’s highly competitive travel industry.
If we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected. We face intense competition and may not be able to compete successfully against existing and new competitors. We operate in China’s highly competitive travel industry.
There are also uncertainties with respect to how such laws and regulations will be implemented and interpreted in practice. In addition, regulatory authorities around the world have adopted or are considering a number of legislative and regulatory proposals concerning data protection.
There are also uncertainties with respect to how such laws and regulations will be implemented and interpreted in practice. 43 Table of Contents In addition, regulatory authorities around the world have adopted or are considering a number of legislative and regulatory proposals concerning data protection.
Furthermore, we may need to incur additional costs and use additional management and other resources in an effort to comply with Section 404 of the SOX and other requirements going forward. We have limited business insurance coverage in China. Insurance companies in China offer limited business insurance products.
Furthermore, we may need to incur additional costs and use additional management and other resources in an effort to comply with Section 404 of the SOX and other requirements going forward. 44 Table of Contents We have limited business insurance coverage in China. Insurance companies in China offer limited business insurance products.
(5) It represents the elimination of the intercompany transactions at the consolidation level, as follows: Charges to the VIE (i) Technology consulting service fees, platform service fees and group management fees charged by other subsidiaries and the primary beneficiary of the VIE to the VIE and its subsidiaries, in aggregate amounting to RMB16.3 million, RMB6.2 million and RMB41.3 million for the years ended 2021, 2022 and 2023, respectively.
(5) It represents the elimination of the intercompany transactions at the consolidation level, as follows: Charges to the VIE (i) Technology consulting service fees, platform service fees and group management fees charged by other subsidiaries and the primary beneficiary of the VIE to the VIE and its subsidiaries, in aggregate amounting to RMB6.2 million, RMB41.3 million and RMB48.2 million for the years ended 2022, 2023 and 2024, respectively.
Key Information—D. Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
Risk Factors—Risks Related to Doing Business in China—Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or investigate completely auditors located in China.
Our reputation and brand will be negatively affected if travel suppliers fail to provide quality travel products and services. The actions we take to monitor and enhance the performance of travel suppliers may be inadequate in the timely discovery of quality issues.
Our reputation and brand will be negatively affected if travel suppliers fail to provide quality travel products and services. 36 Table of Contents The actions we take to monitor and enhance the performance of travel suppliers may be inadequate in the timely discovery of quality issues.
There are still uncertainties about the outcome and effectiveness of enforcement or recognition of judgments under the 2019 Arrangement. The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote your Class A ordinary shares.
As the 2019 Arrangement took effect recently, there are still uncertainties about the outcome and effectiveness of enforcement or recognition of judgments under the 2019 Arrangement. The voting rights of holders of ADSs are limited by the terms of the deposit agreement, and you may not be able to exercise your right to vote your Class A ordinary shares.
Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result. 51 Table of Contents Holders of our ADSs may be subject to limitations on transfer of our ADSs. Our ADSs are transferable on the books of the depositary.
Accordingly, holders of ADSs may be unable to participate in our rights offerings and may experience dilution of their holdings as a result. Holders of our ADSs may be subject to limitations on transfer of our ADSs. Our ADSs are transferable on the books of the depositary.
The 2019 Arrangement seeks to establish a mechanism for judgment recognition and enforcement with greater clarity and certainty in a wider range of civil and commercial matters between mainland China and the Hong Kong Special Administrative Region. Under the 2019 Arrangement, a “choice of court” agreement in writing is no longer required for bilateral judgment recognition and enforcement.
The 2019 Arrangement establishes a mechanism for judgment recognition and enforcement with greater clarity and certainty in a wider range of civil and commercial matters between mainland China and the Hong Kong Special Administrative Region. Under the 2019 Arrangement, a “choice of court” agreement in writing is no longer required for bilateral judgment recognition and enforcement.
This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects. Failure to comply with PRC regulations regarding the registration requirements for share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects. 31 Table of Contents Failure to comply with PRC regulations regarding the registration requirements for share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
Major Shareholders.” 47 Table of Contents The sale or availability for sale of substantial amounts of our Class A ordinary shares and/or ADSs could adversely affect their market price.
Major Shareholders.” The sale or availability for sale of substantial amounts of our Class A ordinary shares and/or ADSs could adversely affect their market price.
Risk Factors—Risks Related to Our Corporate Structure—Substantial uncertainties exist with respect to the interpretation and implementation of adopted PRC Foreign Investment Law and its implementation rules and how they may impact the viability of our current corporate structure, corporate governance and business operations” on page 19 of this annual report. 15 Table of Contents Risks Related to Doing Business in China ● Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs.
Risk Factors—Risks Related to Our Corporate Structure—Substantial uncertainties exist with respect to the interpretation and implementation of adopted PRC Foreign Investment Law and its implementation rules and how they may impact the viability of our current corporate structure, corporate governance and business operations.” 15 Table of Contents Risks Related to Doing Business in China ● Risks and uncertainties arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations in China, could result in a material adverse change in our operations and the value of our ADSs.
Risk Factors—Risks Related to 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” on page 21 of this annual report. ● Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or fully investigate auditors located in China.
Risk Factors—Risks Related to Doing Business in China—The approval of or filing with the CSRC or other PRC government authorities may be required in connection with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.” ● Our ADSs may be prohibited from trading in the United States under the HFCAA in the future if the PCAOB is unable to inspect or fully investigate auditors located in China.
On each occasion, we subsequently received a letter from the Listing Qualifications Department of Nasdaq, indicating that the closing bid price of our ADSs had been at $1.00 per ADS or greater for 10 consecutive business days, and we had regained compliance with Nasdaq Listing Rule 5450(a)(1), the Nasdaq minimum bid price requirement, and the matter was closed.
On June 5, 2024, we received a letter from the Listing Qualifications Department of Nasdaq, indicating that the closing bid price of our ADSs had been at $1.00 per ADS or greater for 10 consecutive business days, and we had regained compliance with Nasdaq Listing Rule 5450(a)(1), the Nasdaq minimum bid price requirement, and the matter was closed.
The VIE and its subsidiaries repaid financing from external banks for their operations with the amount of RMB21.0 million for the year ended December 31, 2023 and RMB284.1 million for the year ended December 31, 2021, and obtained financing with the amount of RMB2.1 million for the years ended December 31, 2022.
The VIE and its subsidiaries repaid financing from external banks for their operations with the amount of RMB21.0 million for the year ended December 31, 2023, and obtained financing with the amount of RMB2.1 million for the years ended December 31, 2022 and RMB1.0 million for the year ended December 31, 2024.
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” on page 25 of this annual report. ● PRC regulation of direct investment and loans by offshore holding companies to PRC entities and governmental control of currency conversion may delay or limit us from using the proceeds of our financing activities, or making additional capital contributions or loans to our PRC subsidiaries and the consolidated affiliated entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
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.” ● PRC regulation of direct investment and loans by offshore holding companies to PRC entities and governmental control of currency conversion may delay or limit us from using the proceeds of our financing activities, or making additional capital contributions or loans to our PRC subsidiaries and the consolidated affiliated entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
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.
If future implementing rules of the Cybersecurity Review Measures 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 we are unable to direct the activities of and derive economic benefits from the VIE, we would not be able to continue to consolidate the financial results of the consolidated affiliated entities with our financial results” on page 20 of this annual report. ● Substantial uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating to restrictions on foreign investment in value-added telecommunications and travel companies in China.
If we are unable to direct the activities of and derive economic benefits from the VIE, we would not be able to continue to consolidate the financial results of the consolidated affiliated entities with our financial results.” ● Substantial uncertainties and restrictions exist with respect to the interpretation and application of PRC laws and regulations relating to restrictions on foreign investment in value-added telecommunications and travel companies in China.
If the PRC government determines that the contractual arrangements constituting part of the VIE structure do not comply with PRC laws and regulations, we could be subject to severe penalties, including shutting down of our online platform, and our ADSs may decline in value or become worthless” on page 17 of this annual report. ● Substantial uncertainties exist with respect to the interpretation and implementation of adopted PRC Foreign Investment Law and its implementation rules and how they may impact the viability of our current corporate structure, corporate governance and business operations.
If the PRC government determines that the contractual arrangements constituting part of the VIE structure do not comply with PRC laws and regulations, we could be subject to severe penalties, including shutting down of our online platform, and our ADSs may decline in value or become worthless.” ● Substantial uncertainties exist with respect to the interpretation and implementation of adopted PRC Foreign Investment Law and its implementation rules and how they may impact the viability of our current corporate structure, corporate governance and business operations.
The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment” on page 23 of this annual report. ● The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
The delisting of the ADSs, or the threat of their being delisted, may materially and adversely affect the value of your investment.” ● The PRC government’s significant authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result, under certain circumstances it may be difficult to determine what actions or omissions may be deemed to be violations of applicable laws and regulations.
These laws and regulations in relation to internet and tourism are evolving, and their interpretation and enforcement involve significant uncertainty. As a result, under certain circumstances it may be difficult to determine what actions or omissions may be deemed to be violations of applicable laws and regulations.
Charges by the VIE (i) Royalty fees charged by the VIE and its subsidiaries to other subsidiaries and the primary beneficiary of the VIE for the usage of software owned by the VIE and its subsidiaries in the amounts of RMB21.1 million, RMB27.6 million and RMB5.3 million for the years ended 2021, 2022 and 2023, respectively.
Charges by the VIE (i) Royalty fees charged by the VIE and its subsidiaries to other subsidiaries and the primary beneficiary of the VIE for the usage of software owned by the VIE and its subsidiaries in the amounts of RMB27.6 million, RMB5.3 million and RMB3.8 million for the years ended 2022, 2023 and 2024, respectively.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material nonpublic information under Regulation FD. 50 Table of Contents We are required to file an annual report on Form 20-F within four months of the end of each fiscal year.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including: ● the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and ● the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
These charges are recognized as operating expenses by the VIE and its subsidiaries. (ii) Revenue was recognized by other subsidiaries for interest on loans to the VIE and its subsidiaries, in the amounts of RMB5.9 million, RMB1.4 million and nil for the years ended 2021, 2022 and 2023, respectively.
These charges are recognized as operating expenses by the VIE and its subsidiaries. 13 Table of Contents (ii) Revenue was recognized by other subsidiaries for interest on loans to the VIE and its subsidiaries, in the amounts of RMB1.4 million, nil and nil for the years ended 2022, 2023 and 2024, respectively.
Among these shares, 163,556,430 Class A ordinary shares are in the form of ADSs, which are freely transferable by persons other than our affiliates without restriction or additional registration under the Securities Act.
Among these shares, 140,096,997 Class A ordinary shares are in the form of ADSs, which are freely transferable by persons other than our affiliates without restriction or additional registration under the Securities Act.
Our business activities could be materially and adversely affected by natural disasters, health epidemics or other public safety concerns affecting the PRC, and particularly Nanjing.
We face risks related to natural disasters and health epidemics. Our business activities could be materially and adversely affected by natural disasters, health epidemics or other public safety concerns affecting the PRC, and particularly Nanjing.
The following is a summary of cash transfers that have occurred between our subsidiaries and the VIE and its subsidiaries (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB RMB RMB Cash paid by our subsidiaries to the VIE and its subsidiaries for royalties 22,000 ​ 5,776 ​ 7,731 Cash paid by the VIE and its subsidiaries to our subsidiaries under service agreements ​ (1,364) ​ (8,169) ​ (11,604) Cash paid by the VIE and its subsidiaries to our subsidiaries for intra-Tuniu financing — ​ (36,759) ​ (92,626) Cash received by the VIE and its subsidiaries from our subsidiaries for intra-Tuniu financing ​ 8,099 ​ — ​ — Cash paid by our subsidiaries to the VIE and its subsidiaries for purchase of intangible assets — ​ (78,000) ​ — ​ A.[Reserved] B.
The following is a summary of cash transfers that have occurred between our subsidiaries and the VIE and its subsidiaries (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB Cash paid by our subsidiaries to the VIE and its subsidiaries for royalties 5,776 ​ 7,731 ​ 4,045 Cash paid by the VIE and its subsidiaries to our subsidiaries under service agreements ​ (8,169) ​ (11,604) ​ (32,780) Cash paid by the VIE and its subsidiaries to our subsidiaries for intra-Tuniu financing (36,759) ​ (92,626) ​ (154,344) Cash received by the VIE and its subsidiaries from our subsidiaries for intra-Tuniu financing ​ — ​ — ​ — Cash paid by our subsidiaries to the VIE and its subsidiaries for purchase of intangible assets (78,000) ​ — ​ — ​ A.[Reserved] B.
Business Overview—PRC Regulation.” If we fail to obtain or maintain any of the required permits or approvals in the future, we may be subject to various penalties, such as fines or suspension of operations in these regulated businesses, which could severely disrupt our business operations.
Business Overview—PRC Regulation.” If we fail to obtain or maintain any of the required permits or approvals in the future, we may be subject to various penalties, such as fines or suspension of operations in these regulated businesses, which could severely disrupt our business operations. As a result, our financial condition and results of operations may be adversely affected.
See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.
Risk Factors—Risks Related to Our Business and Industry—Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.
We are a holding company incorporated in the Cayman Islands. We may need dividends and other distributions on equity from our PRC subsidiaries to satisfy our liquidity requirements. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations.
We may need dividends and other distributions on equity from our PRC subsidiaries to satisfy our liquidity requirements. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations.
The PRC anti-monopoly enforcement agencies have in recent years strengthened enforcement under a number of PRC laws and regulations.
The PRC government agencies have in recent years strengthened enforcement under a number of PRC laws and regulations including anti-monopoly and unfair competition laws and regulations.
We currently do not have any plan to require our PRC subsidiaries to distribute their retained earnings and intend to retain them to operate and expand our business in the PRC. See “Item 8. Financial Information—A.
We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. We currently do not have any plan to require our PRC subsidiaries to distribute their retained earnings and intend to retain them to operate and expand our business in the PRC. See “Item 8. Financial Information—A.
Our ability to achieve profitability is also affected by various factors that are beyond our control. For example, our revenues and profitability depend on the development of the online leisure travel industry in China and consumers’ preference to make travel bookings online.
However, we cannot assure that we will be able to maintain profitability. Our ability to achieve profitability is also affected by various factors that are beyond our control. For example, our revenues and profitability depend on the development of the online leisure travel industry in China and consumers’ preference to make travel bookings online.
In addition to the PRC Anti-Monopoly Law amended in 2022, these include the PRC Anti-Unfair Competition Law and its interpretations issued in 2022, the Guidelines on Anti-Monopoly Issues in Platform Economy published in 2021, the Provisions on the Prohibition of Monopoly Agreements released in 2023 and the Provisions on the Review of Concentration of Undertakings in 2023.
In addition to the PRC Anti-Monopoly Law amended in 2022, these include the PRC Anti-Unfair Competition Law and its interpretations issued in 2022, the Interim Measures on Online Anti-unfair Competition, which came into effect in September 2024, the Guidelines on Anti-Monopoly Issues in Platform Economy published in 2021, the Provisions on the Prohibition of Monopoly Agreements released in 2023 and the Provisions on the Review of Concentration of Undertakings released in 2024.
As a result, any failure to maintain effective internal control over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our ADSs.
Moreover, effective internal control over financial reporting is necessary for us to produce reliable financial reports. As a result, any failure to maintain effective internal control over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could negatively impact the trading price of our ADSs.
As a result, we may fail to attract and retain a significant portion of the growing number of customers who search for and book travel products and services through mobile devices. We may also experience difficulties monetizing customer traffic to our mobile platform.
As a result, we may fail to attract and retain a significant portion of the growing number of customers who search for and book travel products and services through mobile devices.
Risk Factors—Risks Related to Doing Business in China—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 page 23 of this annual report and “Item 3.
Risk Factors—Risks Related to Doing Business in China—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.” t and “Item 3. Key Information—D.
The trading performances of these PRC companies’ securities after their initial public offerings may affect the attitudes of investors toward PRC companies listed in the United States in general and consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. 46 Table of Contents In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile due to factors specific to our own operations, including the following: ● the financial projections that we may choose to provide to the public, any changes in those projections or our failure for any reason to meet those projections; ● variations in our revenues, net income and cash flow; ● announcements of new investments, acquisitions, strategic partnerships, or joint ventures; ● announcements of new products, services and expansions by us or our competitors; ● changes in financial estimates by securities analysts; ● additions or departures of key personnel; ● release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; ● potential litigation or regulatory investigations; and ● fluctuations in market prices for our products or services.
In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile due to factors specific to our own operations, including the following: ● the financial projections that we may choose to provide to the public, any changes in those projections or our failure for any reason to meet those projections; ● variations in our revenues, net income and cash flow; ● announcements of new investments, acquisitions, strategic partnerships, or joint ventures; ● announcements of new products, services and expansions by us or our competitors; ● changes in financial estimates by securities analysts; ● additions or departures of key personnel; ● release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; ● potential litigation or regulatory investigations; and ● fluctuations in market prices for our products or services.
Controls and Procedures.” However, if we fail to maintain the effectiveness of our internal control over financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the SOX. Moreover, effective internal control over financial reporting is necessary for us to produce reliable financial reports.
See “Item 15. Controls and Procedures.” However, if we fail to maintain the effectiveness of our internal control over financial reporting, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with the SOX.
Revenues contributed by the VIE accounted for 53.6%, 86.5% and 78.2% of our total revenues for the years of 2021, 2022 and 2023, respectively.
Revenues contributed by the VIE accounted for 86.5%, 78.2% and 80.9% of our total revenues for the years of 2022, 2023 and 2024, respectively.
We conduct our business in China. Our operations in China are governed by PRC laws and regulations. The PRC government has significant oversight over the conduct of our business, and may influence our operations as the government deems appropriate to advance regulatory and societal goals and policy positions.
The PRC government has significant oversight over the conduct of our business, and may influence our operations as the government deems appropriate to advance regulatory and societal goals and policy positions.
Relatedly, on December 27, 2021, the National Development and Reform Commission and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version), or the 2021 Negative List, which became effective on January 1, 2022.
Relatedly, On September 6, 2024, the National Development and Reform Commission and the Ministry of Commerce jointly issued the Special Administrative Measures (Negative List) for Foreign Investment Access (2024 Version), or the 2024 Negative List, which became effective on November 1, 2024, to supersede the Special Administrative Measures (Negative List) for Foreign Investment Access (2021 Version).
Due to the disparate voting powers attached to these two classes of ordinary shares, holders of our Class B ordinary shares collectively beneficially owned approximately 4.68% of our outstanding ordinary shares as of February 29, 2024, representing 32.91% of our total voting power.
Due to the disparate voting powers attached to these two classes of ordinary shares, holders of our Class B ordinary shares collectively beneficially owned approximately 4.99% of our outstanding ordinary shares as of February 28, 2025, representing 34.44% of our total voting power.
There have also been concerns about the relationship between China and other countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China with respect to a wide range of issues including trade policies, treaties, government regulations and tariffs.
In particular, there is significant uncertainty about the future relationship between the United States and China with respect to a wide range of issues including trade policies, treaties, government regulations and tariffs.
However, if certain laws and regulations in Hong Kong or Macau were to result in oversight over data security that impacts our business in these regions, we may be required to incur additional cost to ensure our compliance to such laws and regulations, and any violation could result in a material adverse impact on our business, reputation and results of operations. 44 Table of Contents Our use of open source software could adversely affect our ability to offer our products and services and subject us to possible litigation.
However, if certain laws and regulations in Hong Kong or Macau were to result in oversight over data security that impacts our business in these regions, we may be required to incur additional cost to ensure our compliance to such laws and regulations, and any violation could result in a material adverse impact on our business, reputation and results of operations.
Claims by third parties that we infringe on their intellectual property rights could lead to government administrative actions and result in significant costs and have a material adverse effect on our business, financial condition and results of operations.
If we are not successful in protecting our intellectual property, our business, financial condition and results of operations may be materially and adversely affected. 40 Table of Contents Claims by third parties that we infringe on their intellectual property rights could lead to government administrative actions and result in significant costs and have a material adverse effect on our business, financial condition and results of operations.
Although currently there are not equivalent or similar restrictions or limitations in Hong Kong or Macau on cash transfers in, or out of, our Hong Kong entities, if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities, likewise, may not be available to fund operations or for other use outside of Hong Kong.
Although currently there are not equivalent or similar restrictions or limitations in Hong Kong or Macau on cash transfers in, or out of, our Hong Kong entities, if certain restrictions or limitations in mainland China were to become applicable to cash transfers in and out of Hong Kong entities in the future, the funds in our Hong Kong entities, likewise, may not be available to fund operations or for other use outside of Hong Kong. 32 Table of Contents We may not be able to obtain certain treaty benefits on dividends paid to us by our PRC subsidiaries through our Hong Kong subsidiary.
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.
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.
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.
Under the PRC Enterprise Income Tax Law, we may be classified as a PRC resident enterprise for PRC enterprise income tax purposes. 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.
On January 9, 2024, we received another written notification from the Listing Qualifications Department of Nasdaq, notifying us that we no longer meet the Nasdaq minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1). We have until July 8, 2024, to regain compliance with Nasdaq’s minimum bid price requirement.
On August 6, 2024, we received another written notification from the Listing Qualifications Department of Nasdaq, notifying us that we no longer meet the Nasdaq minimum bid price requirement set forth in Nasdaq Listing Rule 5450(a)(1).
Any of these events could have a material and adverse effect on our business, financial condition and results of operations. 41 Table of Contents In addition, user-generated content on our online platform may contain or provide links to information that infringes on the copyrights or other intellectual property rights of third parties or violates applicable rules or regulations in relation to censorship, or we may use the user-generated content in a way that infringes on the rights of the users or third parties.
In addition, user-generated content on our online platform may contain or provide links to information that infringes on the copyrights or other intellectual property rights of third parties or violates applicable rules or regulations in relation to censorship, or we may use the user-generated content in a way that infringes on the rights of the users or third parties.
The travel industry was negatively affected by events such as the boat capsizing accident in Phuket island, Thailand in July 2018 and the outbreak and spread of the COVID-19 pandemic across the world from 2020 to 2022, all of which had a negative impact on our target customers.
The travel industry was negatively affected by the outbreak and spread of the COVID-19 pandemic across the world from 2020 to 2022, which had a negative impact on our target customers.
Risks Related to Our Business and Industry ● Declines or disruptions in the leisure travel industry may materially and adversely affect our business and results of operations. ● We face risks related to natural disasters and health epidemics. ● If we do not continue to provide competitive travel products and services, we may not be able to attract new customers or retain existing customers, and our business, financial condition and results of operations could suffer. 16 Table of Contents ● Failure to maintain the quality of customer services could harm our reputation and our ability to retain existing customers and attract new customers, which may materially and adversely affect our business, financial condition and results of operations. ● We have incurred losses in the past and may not be able to achieve profitability. ● We face intense competition and may not be able to compete successfully against existing and new competitors. ● Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.
Risk Factors—Risks Related to Doing Business in China—PRC regulation of direct investment and loans by offshore holding companies to PRC entities and governmental control of currency conversion may delay or limit us from using the proceeds of our financing activities, or making additional capital contributions or loans to our PRC subsidiaries and the consolidated affiliated entities, which could materially and adversely affect our liquidity and our ability to fund and expand our business.” Risks Related to Our Business and Industry ● Declines or disruptions in the leisure travel industry may materially and adversely affect our business and results of operations. ● We face risks related to natural disasters and health epidemics. ● If we do not continue to provide competitive travel products and services, we may not be able to attract new customers or retain existing customers, and our business, financial condition and results of operations could suffer. ● Failure to maintain the quality of customer services could harm our reputation and our ability to retain existing customers and attract new customers, which may materially and adversely affect our business, financial condition and results of operations. 16 Table of Contents ● We incurred losses in the past and may not be able to maintain profitability. ● We face intense competition and may not be able to compete successfully against existing and new competitors. ● Our business generates and processes a large amount of data, and we are required to comply with PRC and other applicable laws relating to privacy and cybersecurity.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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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.
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 Hopeful Tourism Limited to be returned and transferred to JD.com Investment Limited.
As a result of these contractual arrangements, we are the primary beneficiary of Nanjing Tuniu, and we treat it and its subsidiaries as consolidated affiliated entities under U.S. GAAP. We have consolidated the financial results of Nanjing Tuniu and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.
As a result of these contractual arrangements, we are the primary beneficiary of Nanjing Tuniu, and we treat it and its subsidiaries as consolidated affiliated entities under U.S. GAAP. We have consolidated the financial results of Nanjing Tuniu and its subsidiaries in our consolidated financial statements in accordance with U.S.
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.
These measures specify typical examples of unreasonable restrictions or conditions imposed by e-commerce platform operators on transactions concluded on their platforms, including prohibiting or restricting the merchants to operate on other e-commerce platforms by means of unfair practices, such as reducing their search exposure, removing their products or services, blocking their stores etc., or prohibiting or restricting the merchants from freely choosing supporting service providers for transactions, such as logistics services providers. 75 Table of Contents On March 1, 2022, the Supreme People’s Court in China issued the Provisions on Issues Concerning the Application of Law for the Trial of Cases on Online Consumption Disputes, which came into effect as of March 15, 2022 and further clarify the responsibilities of online consumption platforms and improve the seven-day no-reason return rules.
These measures specify typical examples of unreasonable restrictions or conditions imposed by e-commerce platform operators on transactions concluded on their platforms, including prohibiting or restricting the merchants to operate on other e-commerce platforms by means of unfair practices, such as reducing their search exposure, removing their products or services, blocking their stores etc., or prohibiting or restricting the merchants from freely choosing supporting service providers for transactions, such as logistics services providers. 74 Table of Contents On March 1, 2022, the Supreme People’s Court in China issued the Provisions on Issues Concerning the Application of Law for the Trial of Cases on Online Consumption Disputes, which came into effect as of March 15, 2022 and further clarify the responsibilities of online consumption platforms and improve the seven-day no-reason return rules.
Internet platform operators are also required to establish effective complaint and reporting mechanisms, cooperate with market regulatory departments in investigating illegal conduct, and use measures such as warnings, suspending or terminating services for users who publish illegal advertisements. 78 Table of Contents Regulations on Insurance Brokerage According to the Measures for the Regulations of the Internet Insurance Business issued by the former China Banking and Insurance Regulatory Commission on December 7, 2020 and effective on February 1, 2021, “internet insurance business” means the insurance operations in which insurance institutions conclude insurance contracts and provide insurance services through the internet, “insurance institutions” include insurance companies and insurance intermediary institutions such as insurance brokers.
Internet platform operators are also required to establish effective complaint and reporting mechanisms, cooperate with market regulatory departments in investigating illegal conduct, and use measures such as warnings, suspending or terminating services for users who publish illegal advertisements. 77 Table of Contents Regulations on Insurance Brokerage According to the Measures for the Regulations of the Internet Insurance Business issued by the former China Banking and Insurance Regulatory Commission on December 7, 2020 and effective on February 1, 2021, “internet insurance business” means the insurance operations in which insurance institutions conclude insurance contracts and provide insurance services through the internet, “insurance institutions” include insurance companies and insurance intermediary institutions such as insurance brokers.
The draft of the Interim Administrative Provisions on Personal Information Protection in Internet Mobile Applications sets forth two principles of collection and utilization of personal information, namely “informed and consent” and “minimum necessity.” 68 Table of Contents In November 2019, the Cyberspace Administration of China, together with the General Office of the Ministry of Industry and Information Technology, the General Office of the Ministry of Public Security and the General Office of the SAMR, published the Guidelines for Identifying Illegal Collection and Use of Personal Information via Apps, which describes six categories of prohibited behaviors on illegal collection or use of user’s personal information via Apps, and further broken down into 31 specific types, including (i) failure to publicly disclose rules of collecting and using personal information, (ii) failure to clearly express the purposes, means and scope of collecting and using personal information, (iii) collecting or using personal information without users’ consent, (iv) violating the principle of necessity and collecting personal information unrelated to services they provide, (v) providing personal information to others without the consent of the persons whose data is collected, and (vi) failure to provide functions of deleting or rectifying personal information as required by laws or failure to publicly disclose contact information for complaint or reporting.
The draft of the Interim Administrative Provisions on Personal Information Protection in Internet Mobile Applications sets forth two principles of collection and utilization of personal information, namely “informed and consent” and “minimum necessity.” In November 2019, the Cyberspace Administration of China, together with the General Office of the Ministry of Industry and Information Technology, the General Office of the Ministry of Public Security and the General Office of the SAMR, published the Guidelines for Identifying Illegal Collection and Use of Personal Information via Apps, which describes six categories of prohibited behaviors on illegal collection or use of user’s personal information via Apps, and further broken down into 31 specific types, including (i) failure to publicly disclose rules of collecting and using personal information, (ii) failure to clearly express the purposes, means and scope of collecting and using personal information, (iii) collecting or using personal information without users’ consent, (iv) violating the principle of necessity and collecting personal information unrelated to services they provide, (v) providing personal information to others without the consent of the persons whose data is collected, and (vi) failure to provide functions of deleting or rectifying personal information as required by laws or failure to publicly disclose contact information for complaint or reporting.
Under these two regulations, anyone who applies to operate a hotel is subject to examination and approval by the local public security authority and must obtain a special industry license. The Measures for the Control of Security in the Hotel Industry impose certain security control obligations on the operators.
Under these regulations, anyone who applies to operate a hotel is subject to examination and approval by the local public security authority and must obtain a special industry license. The Measures for the Control of Security in the Hotel Industry impose certain security control obligations on the operators.
Otherwise, it will be jointly and severally liable with the online user for the extended damages. 76 Table of Contents The Interim Measures for No Reason Return of Online Purchased Commodities within Seven Days, which was amended in 2020, further clarifies the scope of consumers’ rights to make returns without a reason, including the detailed rules on exceptions, return procedures and online marketplace platform providers’ responsibility to formulate seven-day no-reason return rules, sets up the related consumer protection systems and supervision on merchants for compliance with the rules.
Otherwise, it will be jointly and severally liable with the online user for the extended damages. 75 Table of Contents The Interim Measures for No Reason Return of Online Purchased Commodities within Seven Days, which was amended in 2020, further clarifies the scope of consumers’ rights to make returns without a reason, including the detailed rules on exceptions, return procedures and online marketplace platform providers’ responsibility to formulate seven-day no-reason return rules, sets up the related consumer protection systems and supervision on merchants for compliance with the rules.
However, the exact scope of “critical information infrastructure operators” under the current regulatory regime still remains unclear, and the PRC government authorities may have discretion in the interpretation and enforcement of these laws, rules and regulations. 66 Table of Contents On July 7, 2022, the Cyberspace Administration of China promulgated the Measures for the Security Assessment of Cross-Border Data Transmission, which came into effect on September 1, 2022.
However, the exact scope of “critical information infrastructure operators” under the current regulatory regime still remains unclear, and the PRC government authorities may have discretion in the interpretation and enforcement of these laws, rules and regulations. 65 Table of Contents On July 7, 2022, the Cyberspace Administration of China promulgated the Measures for the Security Assessment of Cross-Border Data Transmission, which came into effect on September 1, 2022.
On February 25, 2023, the SAMR released the Administrative Measures for Internet Advertising, which came into effect on May 1, 2023 and set out, among other things, the following key requirements for internet advertising activities: ● online advertisements for tobacco (including e-cigarettes) are not allowed, and online advertisements for prescription medicine are not allowed unless otherwise permitted by laws and regulations; 77 Table of Contents ● online advertisements for special commodities and services such as medical treatments, pharmaceuticals, medical devices, agrochemicals, veterinary medicine, health foods and food for special medical purposes must be reviewed by competent authorities before online publication, and the advertisements for such commodities and services are not allowed to be published in the form of introducing health and wellness knowledge.
On February 25, 2023, the SAMR released the Administrative Measures for Internet Advertising, which came into effect on May 1, 2023 and set out, among other things, the following key requirements for internet advertising activities: ● online advertisements for tobacco (including e-cigarettes) are not allowed, and online advertisements for prescription medicine are not allowed unless otherwise permitted by laws and regulations; ● online advertisements for special commodities and services such as medical treatments, pharmaceuticals, medical devices, agrochemicals, veterinary medicine, health foods and food for special medical purposes must be reviewed by competent authorities before online publication, and the advertisements for such commodities and services are not allowed to be published in the form of introducing health and wellness knowledge.
Furthermore, on July 8, 2022, the National Radio and Television Administration and the Ministry of Culture and Tourism promulgated the Code of Conduct for Online Streamers, further providing that online streamers shall not use minors or minor characters to conduct non-advertising commercial promotions, performance or as gimmicks to obtain commercial or improper benefits, and shall protect the legitimate rights and interests of minors.
Furthermore, on June 8, 2022, the National Radio and Television Administration and the Ministry of Culture and Tourism promulgated the Code of Conduct for Online Streamers, further providing that online streamers shall not use minors or minor characters to conduct non-advertising commercial promotions, performance or as gimmicks to obtain commercial or improper benefits, and shall protect the legitimate rights and interests of minors.
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.
This circular, as amended, allows foreign-invested enterprises of non-investment nature to use their capital funds to make equity investments in China, provided that such investments do not violate the effective special entry management measures for foreign investment (negative list) and the target investment projects are genuine and in compliance with laws.
Each of the consolidated affiliated entities engaged in travel agent business has procured and is covered by valid travel company liability insurance. ​ 74 Table of Contents On August 20, 2020, the Ministry of Culture and Tourism issued the Interim Measures on the Administration of Online Tourism Business Services, which took effect on October 1, 2020.
Each of the consolidated affiliated entities engaged in travel agent business has procured and is covered by valid travel company liability insurance. ​ 73 Table of Contents On August 20, 2020, the Ministry of Culture and Tourism issued the Interim Measures on the Administration of Online Tourism Business Services, which took effect on October 1, 2020.
Under the regulations, hotels that provide entertainment facilities, such as discos or ballrooms, are required to obtain a license for entertainment business operations. 73 Table of Contents Regulations on Travel Companies The travel industry is subject to the supervision of the Ministry of Culture and Tourism and its local counterparts.
Under the regulations, hotels that provide entertainment facilities, such as discos or ballrooms, are required to obtain a license for entertainment business operations. 72 Table of Contents Regulations on Travel Companies The travel industry is subject to the supervision of the Ministry of Culture and Tourism and its local counterparts.
As the Revised Confidentiality and Archives Administration Provisions were recently promulgated, their interpretation and implementation remain substantially uncertain. 72 Table of Contents Regulations on Air-ticketing The air-ticketing business is subject to the supervision of the China Aviation Transportation Association and its regional branches.
As the Revised Confidentiality and Archives Administration Provisions were recently promulgated, their interpretation and implementation remain substantially uncertain. 71 Table of Contents Regulations on Air-ticketing The air-ticketing business is subject to the supervision of the China Aviation Transportation Association and its regional branches.
For example, the 2021 Negative List allows foreign investors to hold more than 50% equity interests in a value-added telecommunications service provider engaging in e-commerce, domestic multiparty communication, storage-and-forward and call center businesses.
For example, the 2024 Negative List allows foreign investors to hold more than 50% equity interests in a value-added telecommunications service provider engaging in e-commerce, domestic multiparty communication, storage-and-forward and call center businesses.
The current principal regulations governing travel companies in China include: (i) the Regulations on Travel Companies, issued by the State Council in February 2009, and most recently amended in September 2022, (ii) implementation rules for the Regulations on Travel Companies, promulgated in April 2009 and amended in December 2016, (iii) the PRC Tourism Law issued by the Standing Committee of the National People’s Congress in 2013, and most recently amended in 2018, and (iv) Measures for the Administration of the Overseas Tours of Chinese Citizens, issued by the State Council in 2002, and amended in 2017.
The current principal regulations governing travel companies in China include: (i) the Regulations on Travel Companies, issued by the State Council in February 2009, as amended, (ii) implementation rules for the Regulations on Travel Companies, promulgated in April 2009 and amended in December 2016, (iii) the PRC Tourism Law issued by the Standing Committee of the National People’s Congress in 2013, and most recently amended in 2018, and (iv) the Measures for the Administration of the Overseas Tours of Chinese Citizens, issued by the State Council in 2002, and amended in 2017.
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.
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. 83 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. 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.
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.
The advertising information pushed through pop-up windows shall be identifiable, with “advertising” and close marks conspicuously indicated therein, and one-click close of advertising information shall be ensured. On December 28, 2021, the Cyberspace Administration of China, together with other competent government authorities, jointly promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022.
The advertising information pushed through pop-up windows shall be identifiable, with “advertising” and close marks conspicuously indicated therein, and one-click close of advertising information shall be ensured. 64 Table of Contents On December 28, 2021, the Cyberspace Administration of China, together with other competent government authorities, jointly promulgated the Cybersecurity Review Measures, which took effect on February 15, 2022.
PRC Regulation This section sets forth a summary of the significant regulations or requirements that affect our business activities in mainland China or our shareholders’ rights to receive dividends and other distributions from us. Regulations on Value-Added Telecommunication Services The PRC government extensively regulates the telecommunications industry, including the internet sector.
PRC Regulation This section sets forth a summary of the significant regulations or requirements that affect our business activities in mainland China or our shareholders’ rights to receive dividends and other distributions from us. 60 Table of Contents Regulations on Value-Added Telecommunication Services The PRC government extensively regulates the telecommunications industry, including the internet sector.
The current industry entry clearance requirements governing investment activities in the PRC by foreign investors are set out in two categories, namely the 2021 Negative List and the Encouraged Industry Catalog for Foreign Investment (2022 version), which were promulgated by the National Development and Reform Commission and the Ministry of Commerce and took effect in January 2022 and January 2023, respectively.
The current industry entry clearance requirements governing investment activities in the PRC by foreign investors are set out in two categories, namely the 2024 Negative List and the Encouraged Industry Catalog for Foreign Investment (2022 version), which were promulgated by the National Development and Reform Commission and the Ministry of Commerce and took effect in January 2023 and November 2024, respectively.
Our PRC subsidiaries have obligations to file documents related to employee share options with the tax authorities and to withhold individual income taxes of those employees who exercise their share options. Regulations on Employment The PRC Labor Law, the PRC Labor Contract Law and its implementation rules provide requirements concerning employment contracts between an employer and its employees.
Our PRC subsidiaries have obligations to file documents related to employee share options with the tax authorities and to withhold individual income taxes of those employees who exercise their share options. 81 Table of Contents Regulations on Employment The PRC Labor Law, the PRC Labor Contract Law and its implementation rules provide requirements concerning employment contracts between an employer and its employees.
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.
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.
We generally follow the regulations and apply to obtain the approval of or registration with SAFE and other PRC government authorities or designated banks. 81 Table of Contents In March 2015, SAFE promulgated Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide.
We generally follow the regulations and apply to obtain the approval of or registration with SAFE and other PRC government authorities or designated banks. In March 2015, SAFE promulgated Circular 19, which expands a pilot reform of the administration of the settlement of the foreign exchange capitals of foreign-invested enterprises nationwide.
Regulations on Taxation For a discussion of applicable PRC tax regulations, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Taxation.” 83 Table of Contents C. Organizational Structure We restructured the organizational structure of Nanjing Tuniu in February 2021, during which the shareholders of Nanjing Tuniu other than Mr.
Regulations on Taxation For a discussion of applicable PRC tax regulations, see “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Taxation.” C. Organizational Structure We restructured the organizational structure of Nanjing Tuniu in February 2021, during which the shareholders of Nanjing Tuniu other than Mr.
Our principal executive offices are located at 6, 8-12th floor, building 6-A, Juhuiyuan, NO. 108 Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210023, the People’s Republic of China. Our telephone number at this address is +86 (25) 8685-3969. Our registered office in the Cayman Islands is located at International Corporation Services Ltd., P.O.
GAAP. 52 Table of Contents Our principal executive offices are located at 6, 8-12th floor, building 6-A, Juhuiyuan, NO. 108 Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210023, the People’s Republic of China. Our telephone number at this address is +86 (25) 8685-3969. Our registered office in the Cayman Islands is located at International Corporation Services Ltd, P.O.
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.
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. 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.
For instance, we cooperated with several major banks in China and launched co-branded credit cards, through which cardholders may book with us and are entitled to discounts, bonus points and certain other privileges. Furthermore, our customer loyalty program allows our customers to accumulate membership points and coupons as they purchase travel products and services.
For instance, we cooperated with several major banks in China and launched co-branded credit cards, through which cardholders may book with us and are entitled to discounts, bonus points and certain other privileges. 59 Table of Contents Furthermore, our customer loyalty program allows our customers to accumulate membership points and coupons as they purchase travel products and services.
We have also built a streaming data processing pipeline based on our big data platform to view the browsing history of the users of our online platform and to allow travel suppliers to review their performance data near real-time. Web Content Mining .
We have also built a streaming data processing pipeline based on our big data platform to view the browsing history of the users of our online platform and to allow travel suppliers to review their performance data near real-time. 58 Table of Contents Web Content Mining .
As of December 31, 2023, we had 89 registered domain names, including www.tuniu.com . Copyright Works are protected under the PRC Copyright Law adopted by the National People’s Congress in 1990, as amended in 2001, 2010 and 2020, as well as its implementation rules adopted by the State Council in 1991, as amended in 2002, 2011 and 2013.
As of December 31, 2024, we had 92 registered domain names, including www.tuniu.com . Copyright Works are protected under the PRC Copyright Law adopted by the National People’s Congress in 1990, as amended in 2001, 2010 and 2020, as well as its implementation rules adopted by the State Council in 1991, as amended in 2002, 2011 and 2013.
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.
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, our presence in online social media such as Tencent’s WeChat and Sina’s Weibo helps us maintain engagement with our targeted customers.
In addition, our presence in online social media such as WeChat and Weibo helps us maintain engagement with our targeted customers.
In April 1987, the State Council promulgated the Public Area Hygiene Administration Regulation, which has been most recently amended in April 2019, requiring hotels to obtain a public area hygiene license before opening for business.
In April 1987, the State Council promulgated the Public Area Hygiene Administration Regulation, which has been most recently amended in December 2024, requiring hotels to obtain a public area hygiene license before opening for business.
However, we regularly communicate with travel suppliers, mainly through our product procurement team and our proprietary N-Booking system, to keep them informed of any changes to the supply outlook so that they can respond to customer demand in a timely manner. This helps us and the travel suppliers make timely adjustments to procurement plans.
This has been suspended since 2020. However, we regularly communicate with travel suppliers, mainly through our product procurement team and our proprietary N-Booking system, to keep them informed of any changes to the supply outlook so that they can respond to customer demand in a timely manner. This helps us and the travel suppliers make timely adjustments to procurement plans.
Our search infrastructure enables changes in product data to be indexed, processed and reflected in search results on a real-time basis. 58 Table of Contents Smart Caching . We maintain a database with massive product information on packaged tours, hotels, flights and other travel-related services.
Our search infrastructure enables changes in product data to be indexed, processed and reflected in search results on a real-time basis. Smart Caching . We maintain a database with massive product information on packaged tours, hotels, flights and other travel-related services.
As of December 31, 2023, we had 143 registered computer software copyrights in China. 80 Table of Contents Patents Patents are protected under the PRC Patent Law adopted by the National People’s Congress in 1984, as amended in 1992, 2000, 2008 and 2020, as well as its implementation rules adopted by the State Council in 1985, as amended in 1992, 2001, 2002, 2010 and 2023.
As of December 31, 2024, we had 165 registered computer software copyrights in China. 79 Table of Contents Patents Patents are protected under the PRC Patent Law adopted by the National People’s Congress in 1984, as amended in 1992, 2000, 2008 and 2020, as well as its implementation rules adopted by the State Council in 1985, as amended in 1992, 2001, 2002, 2010 and 2023.
Regulations on Offshore Financing Pursuant to the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles issued by SAFE on July 4, 2014, prior registration with the local SAFE branch is required for PRC residents in connection with their direct establish or indirect control of an offshore entity, for the purposes of overseas investment and financing, with assets or equity interests of onshore companies or offshore assets or interests held by such PRC residents, referred to in this circular as a “special purpose vehicle.” The PRC residents are also required to amend the registration or filing with the local SAFE branch in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC residents, share transfer or exchange, merger, division or other material event. 82 Table of Contents Regulations on Employee Stock Option Plans In February 2012, SAFE promulgated the Stock Option Rules.
Regulations on Offshore Financing Pursuant to the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles issued by SAFE on July 4, 2014, prior registration with the local SAFE branch is required for PRC residents in connection with their direct establish or indirect control of an offshore entity, for the purposes of overseas investment and financing, with assets or equity interests of onshore companies or offshore assets or interests held by such PRC residents, referred to in this circular as a “special purpose vehicle.” The PRC residents are also required to amend the registration or filing with the local SAFE branch in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC residents, share transfer or exchange, merger, division or other material event.
(which later changed its name to Trip.com Group Limited) (Nasdaq: TCOM) and the respective personal holding companies of Tuniu’s 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.
(Nasdaq: JD), Ctrip Investment Holding Ltd., a subsidiary of Ctrip.com International, Ltd. (which later changed its name to Trip.com Group Limited) (Nasdaq: TCOM) and the respective personal holding companies of Tuniu’s 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.
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.
In this regard, we rely primarily on a combination of copyright, software registration, trademark, trade secret and unfair competition laws and contractual rights, such as confidentiality agreements with our employees and others. As of December 31, 2024, we had 165 registered computer software copyrights, 29 registered patent and 27 registered artwork copyrights in China.
As of December 31, 2023, we had 503 registered trademarks in different applicable trademark categories and were in the process of applying to register eight trademarks in China. 79 Table of Contents In addition, pursuant to the PRC Trademark Law, counterfeit or unauthorized production of the label of another person’s registered trademark, or sale of any label that is counterfeited or produced without authorization will be deemed as an infringement to the exclusive right to use a registered trademark.
As of December 31, 2024, we had 498 registered trademarks in different applicable trademark categories and were in the process of applying to register 12 trademarks in China. 78 Table of Contents In addition, pursuant to the PRC Trademark Law, counterfeit or unauthorized production of the label of another person’s registered trademark, or sale of any label that is counterfeited or produced without authorization will be deemed as an infringement to the exclusive right to use a registered trademark.
In addition, as of December 31, 2023, we had 89 registered domain names that were material to our business, including tuniu.com , and 503 registered trademarks, including 途牛 (the Chinese characters of Tuniu). and , and in China. Insurance We maintain various insurance policies to safeguard against risks and unexpected events.
In addition, as of December 31, 2024, we had 92 registered domain names that were material to our business, including tuniu.com , and 498 registered trademarks, including 途牛 (the Chinese characters of Tuniu). and , and in China. Insurance We maintain various insurance policies to safeguard against risks and unexpected events.
We maintain a sophisticated supplier management system and data analytics system in order to facilitate the cooperation between the suppliers and us. In addition, to broaden the range of our products further and serve our customers, we enter into strategic agreements with various industry partners from time to time, including with Trip.com Group Limited and JD.com, Inc.
We maintain a sophisticated supplier management system and data analytics system in order to facilitate the cooperation between the suppliers and us. In addition, to broaden the range of our products further and serve our customers, we enter into strategic agreements with various industry partners from time to time.
In order to allow customers to locate the products they are interested in, our website also arranges our travel product offerings into different categories, such as organized tours, self-guided tours, customized tours, cruises, tourist attractions tickets, self-drive tours, accommodation reservation and transportation tickets.
The customer can easily browse our product selection by travel destination. In order to allow customers to locate the products they are interested in, our website also arranges our travel product offerings into different categories, such as organized tours, self-guided tours, customized tours, cruises, tourist attractions tickets, self-drive tours, accommodation reservation and transportation tickets.
After confirming the terms of a contract, a customer will be directed to the payment webpage. We offer our customers the flexibility to choose a number of payment options, which include bank transfers, credit cards, debit cards and online payment through third-party online payment platforms. In addition, the customer can pay at one of our offline retail stores.
We offer our customers the flexibility to choose a number of payment options, which include bank transfers, credit cards, debit cards and online payment through third-party online payment platforms. In addition, the customer can pay at one of our offline retail stores.
In April 2020, we launched our live streaming shows to promote our own products. This online marketing format is popular for both product sales and content offerings, such as the introduction of destinations. We have developed our live streaming shows via third-party platforms. Our live streaming shows are mainly conducted and hosted by our employees.
In April 2020, we launched our live streaming shows to promote our own products. This online marketing format is popular for both product sales and content offerings, such as the introduction of products and destinations. We have developed our live streaming shows mainly via third-party platforms. In 2022, we established our own MCN agency.
We have a comprehensive collection of descriptions and photos of different destinations. Our website also provides other useful travel-related information, such as weather forecasts, exchange rates, train schedules and subway maps to further enhance user experience. A transaction on our website generally involves the following steps: Browse . The customer can easily browse our product selection by travel destination.
We have a comprehensive collection of descriptions and photos of different destinations. Our website also provides other useful travel-related information, such as weather forecasts, exchange rates, train schedules and subway maps to further enhance user experience. 54 Table of Contents A transaction on our website generally involves the following steps: Browse .
Nanjing Tuniu is not permitted to terminate the agreement in any other event. In 2021, 2022 and 2023, we received service fees of RMB16.3 million, RMB6.2 million and RMB28.3 million (US$4.0 million), respectively, from the consolidated affiliated entities, which were eliminated on consolidated financial statements. D.
Nanjing Tuniu is not permitted to terminate the agreement in any other event. In 2022, 2023 and 2024, we received service fees of RMB6.2 million, RMB41.3 million and RMB48.2 million (US$6.6 million), respectively, from the consolidated affiliated entities, which were eliminated on consolidated financial statements. D.
Unresolved Staff Comments Not applicable. 85 Table of Contents
Unresolved Staff Comments Not applicable. 84 Table of Contents
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 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 from time to time.
Offline nationwide service network. Our primary call center is located in our headquarter in Nanjing. Our call centers provide 24-hour-a-day, seven-day-a-week customer service before, during and after travels, from answering customers’ initial inquiries on their travel-related needs to assisting them in making and amending their travel bookings.
Our call centers provide 24-hour-a-day, seven-day-a-week customer service before, during and after travels, from answering customers’ initial inquiries on their travel-related needs to assisting them in making and amending their travel bookings.
Among the shareholders of Nanjing Tuniu, Mr. Dunde Yu is our founder, director and an ultimate shareholder of Tuniu Corporation. Mr. Anqiang Chen is our Financial Controller. Agreements that Enable us to Direct the Activities of Nanjing Tuniu Purchase Option Agreement .
Dunde Yu and Anqiang Chen hold 80.89% and 19.11% equity interests in Nanjing Tuniu, respectively. Among the shareholders of Nanjing Tuniu, Mr. Dunde Yu is our founder, director and an ultimate shareholder of Tuniu Corporation. Mr. Anqiang Chen is our Financial Controller. Agreements that Enable us to Direct the Activities of Nanjing Tuniu Purchase Option Agreement .
Network operators are also required to collect and use personal information in compliance with the principles of legitimacy, properness and necessity, and strictly within the scope of authorization by the subject of personal information unless otherwise prescribed by laws or regulations.
Network operators are also required to collect and use personal information in compliance with the principles of legitimacy, properness and necessity, and strictly within the scope of authorization by the subject of personal information unless otherwise prescribed by laws or regulations. The Civil Code of the PRC promulgated in 2020 also provides specific provisions regarding the protection of personal information.
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 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. 69 Table of Contents According to the Notice on Strengthening the Management of Online Show Live Broadcasting and E-Commerce Live Broadcasting promulgated by the National Radio and Television Administration on November 12, 2020, platforms providing online show live streaming or e-commerce live streaming services shall register their information and business operations by November 30, 2020 on the National Internet Audio-visual Platforms Information Management System.
The customer can submit his or her confirmation online or sign the contract related to his or her purchase in one of our offline retail stores or send us the signed contract. Contracts are entered between us and the customer directly. 55 Table of Contents Payment .
The customer can submit his or her confirmation online or sign the contract related to his or her purchase in one of our offline retail stores or send us the signed contract. Contracts are entered between us and the customer directly. Payment . After confirming the terms of a contract, a customer will be directed to the payment webpage.
We are able to prioritize search results and display information most suited to our customers’ requirements in a simple and intuitive interface in real-time. Our core search technologies include the following: Real-time Indexing .
We have developed search technologies that allow us to retrieve, index, filter and rank real-time product information. We are able to prioritize search results and display information most suited to our customers’ requirements in a simple and intuitive interface in real-time. Our core search technologies include the following: Real-time Indexing .
According to the Administrative Provisions on Internet Audio-Visual Program Service, promulgated on December 20, 2007 and amended on August 28, 2015, internet audio-visual program service refers to activities of making, editing and integrating audio-visual programs, providing them to the general public via internet, and providing audio-visual programs uploading and transmission services and providers of internet audio-visual program services are required to obtain an internet audio-visual program transmission license, issued by the competent department of radio, film and television or complete certain registration procedures.
According to these regulations, non-state-owned capital and foreign investors are prohibited from conducting the business of transmitting audio-visual programs through information network. 68 Table of Contents According to the Administrative Provisions on Internet Audio-Visual Program Service, promulgated on December 20, 2007 and amended on August 28, 2015, internet audio-visual program service refers to activities of making, editing and integrating audio-visual programs, providing them to the general public via internet, and providing audio-visual programs uploading and transmission services and providers of internet audio-visual program services are required to obtain an internet audio-visual program transmission license, issued by the competent department of radio, film and television or complete certain registration procedures.
For example, if our customers cannot travel due to death, pregnancy, serious injury, hospitalization or rejection of visa applications after entering into contracts with us, we will provide them with travel vouchers equivalent to a portion of the amounts paid which are redeemable towards the purchase of our travel products at a later time. 56 Table of Contents Supply Chain Management Our travel suppliers primarily include tour operators, travel services providers and wholesalers of travel products and services in China.
For example, if our customers cannot travel due to death, pregnancy, serious injury, hospitalization or rejection of visa applications after entering into contracts with us, we will provide them with travel vouchers equivalent to a portion of the amounts paid which are redeemable towards the purchase of our travel products at a later time.
See “—Agreements that Enable us to Direct the Activities of Nanjing Tuniu” below. The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entity and its principal subsidiaries, as of the date of this annual report on Form 20-F: (1) Messrs. Dunde Yu and Anqiang Chen hold 80.89% and 19.11% equity interests in Nanjing Tuniu, respectively.
See “—Agreements that Enable us to Direct the Activities of Nanjing Tuniu” below. 82 Table of Contents The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entity and its principal subsidiaries, as of the date of this annual report on Form 20-F: (1) Messrs.
Travel suppliers can keep track of traffic brought to the travel products supplied by them on our online platform and are able to evaluate the competitiveness of different travel products.
Travel suppliers can analyze and understand user behavior based on their browsing history captured by our big data platform. Travel suppliers can keep track of traffic brought to the travel products supplied by them on our online platform and are able to evaluate the competitiveness of different travel products.
In addition, we offer discounted travel products that are exclusive to users of Tuniu Travel for limited periods to enhance our mobile user engagement and increase monetization. We upgrade our mobile applications on a regular basis and continue to add new functions into it.
In addition, we offer discounted travel products that are exclusive to users of Tuniu Travel for limited periods to enhance our mobile user engagement and increase monetization.
In 2008, the State Administration of Radio, Film and Television issued the Notice on Relevant Issues Concerning Application and Approval of License for Online Transmission of Audio-visual Programs, amended on August 28, 2015, which further sets forth detailed provisions concerning the application and approval process regarding the internet audio-visual program transmission license. 69 Table of Contents Further, on March 31, 2009, the State Administration of Radio, Film and Television promulgated the Notice on Strengthening the Administration of the Content of Internet Audio-Visual Programs, which reiterates the requirements for the internet audio-visual programs to be published to the public through information networks, including those on mobile network (if applicable), where applicable, and prohibits certain types of internet audio-visual programs containing violence, pornography, gambling, terrorism, superstitions or other prohibited elements.
Further, on March 31, 2009, the State Administration of Radio, Film and Television promulgated the Notice on Strengthening the Administration of the Content of Internet Audio-Visual Programs, which reiterates the requirements for the internet audio-visual programs to be published to the public through information networks, including those on mobile network (if applicable), where applicable, and prohibits certain types of internet audio-visual programs containing violence, pornography, gambling, terrorism, superstitions or other prohibited elements.
Domain Name Domain names are protected under the Administrative Measures on the Internet Domain Names promulgated by the Ministry of Industry and Information Technology in August 2017 and effective on November 2017. the Ministry of Industry and Information Technology is the major regulatory body responsible for the administration of the PRC internet domain names, under the supervision of which the China Internet Network Information Center is responsible for the daily administration of .cn domain names and Chinese domain names.
The Ministry of Industry and Information Technology is the major regulatory body responsible for the administration of the PRC internet domain names, under the supervision of which the China Internet Network Information Center is responsible for the daily administration of .cn domain names and Chinese domain names.
Pursuant to the Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business issued by the Ministry of Industry and Information Technology in July 2006, a domestic company that holds an ICP license is prohibited from leasing, transferring or selling the license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that conduct value-added telecommunications business illegally in China.
Since further implementing rules with respect to the above new policies on foreign investment in value-add telecommunications services have yet to been promulgated, significant uncertainties exist with respect to their interpretation and implementation by authorities in practice. 62 Table of Contents Pursuant to the Circular on Strengthening the Administration of Foreign Investment in and Operation of Value-added Telecommunications Business issued by the Ministry of Industry and Information Technology in July 2006, a domestic company that holds an ICP license is prohibited from leasing, transferring or selling the license to foreign investors in any form, and from providing any assistance, including providing resources, sites or facilities, to foreign investors that conduct value-added telecommunications business illegally in China.
As of December 31, 2023, we received proceeds of RMB3.2 million (US$0.5 million) with an unpaid amount of RMB6.6 million (US$0.9 million), which we expect to receive by 2027. 52 Table of Contents In November 2020, 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 Sega Tourism Culture Development Group Co., Ltd., or Caissa Group, and JD.com Investment Limited transferred all its shares in Fabulous Jade Global Limited, which held 65,625,000 Class A ordinary shares of our company, to Hopeful Tourism Limited, pursuant to a share purchase agreement.
In November 2020, 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 Sega Tourism Culture Development Group Co., Ltd., or Caissa Group, and JD.com Investment Limited transferred all its shares in Fabulous Jade Global Limited, which held 65,625,000 Class A ordinary shares of our company, to Hopeful Tourism Limited, pursuant to a share purchase agreement.
Typically, the average total amount (including the related taxes, fees and other charges borne by our customers) per trip paid by our customers for local tours that we have delivered and the local tour services that we have rendered is lower as compared to that of other types of organized tours.
Typically, the average total amount (including the related taxes, fees and other charges borne by our customers) per trip paid by our customers for local tours that we have delivered and the local tour services that we have rendered is lower as compared to that of other types of organized tours. 53 Table of Contents Particularly, our domestic local tour operators directly provide destination-based services to our organized tour customers, starting from their arrival at the destination all the way until they depart from the destination.
Since the amendments was released only for soliciting public comments at this stage and their provisions and anticipated adoption or effective date are subject to changes, there still exists substantial uncertainties with respect to the interpretation and implementation of the Cyber Security Law.
Since the amendments was released only for soliciting public comments at this stage and their provisions and anticipated adoption or effective date are subject to changes, there still exists substantial uncertainties with respect to the interpretation and implementation of the Cyber Security Law. 67 Table of Contents In August 2019, the Cyberspace Administration of China promulgated Provisions on Online Protection of Children’s Personal Information, which came into effect in October 2019.
Nanjing Tuniu, our consolidated affiliated entity, obtained ICP licenses issued by the Jiangsu Administration of Telecommunication which will expire in July 2027. 61 Table of Contents In addition to the Telecommunications Regulations and the other regulations as mentioned above, the provision of commercial internet information services on mobile internet applications is regulated by the revised Regulations for the Administration of Mobile Application Information Services, which came into effect on August 1, 2022.
In addition to the Telecommunications Regulations and the other regulations as mentioned above, the provision of commercial internet information services on mobile internet applications is regulated by the revised Regulations for the Administration of Mobile Application Information Services, which came into effect on August 1, 2022.
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.
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 the user information gathered from our online platform reflects current leisure travel market trends in China and provides market insights to travel suppliers for their procurement planning and product design. T ravel suppliers are able to develop an in-depth understanding of customers’ behaviors and preferences with our data mining and analytics capabilities.
We believe the user information gathered from our online platform reflects current leisure travel market trends in China and provides market insights to travel suppliers for their procurement planning and product design.
These provisions provide the requirements for the content producers of the network information, the service platforms for the network information and the users of the network information. Among others, these provisions classify the network information into the “encouraged category”, the “prohibited category” and the “prevented and resisted category”.
Among others, these provisions classify the network information into the “encouraged category”, the “prohibited category” and the “prevented and resisted category”.
The performance of our system servers is monitored and maintained by an internal team that operates 24 hours a day, seven days a week.
The performance of our system servers is monitored and maintained by an internal team that operates 24 hours a day, seven days a week. Customer sensitive information, such as password and payment information, is stored with encryption, and our data servers are secured with firewalls.
Algorithm recommendation service providers selling goods or providing services to consumers shall protect consumers’ rights of fair trade and be prohibited from carrying out illegal conducts such as unreasonably differentiated treatment on transaction conditions based on consumers’ preferences, purchasing habits, and other such characteristics.
Algorithm recommendation service providers selling goods or providing services to consumers shall protect consumers’ rights of fair trade and be prohibited from carrying out illegal conducts such as unreasonably differentiated treatment on transaction conditions based on consumers’ preferences, purchasing habits, and other such characteristics. 61 Table of Contents Foreign Investment in Value-Added Telecommunications Services On March 15, 2019, the National People’s Congress promulgated the PRC Foreign Investment Law, which became effective on January 1, 2020.
Our N-Booking system also notifies travel suppliers of any changes in the inventory level of the travel products we source from them, which enables them to adjust their procurement and sales plans in a timely manner. As such, we are able to deliver real-time information on product availability and provide our customers with prompt booking and order confirmations.
Our N-Booking system provides travel suppliers with access to real-time inventory data and gives them a wide range of inventory management tools. Our N-Booking system also notifies travel suppliers of any changes in the inventory level of the travel products we source from them, which enables them to adjust their procurement and sales plans in a timely manner.
Based on Tuniu’s direct procurement and integration with the supply chain, Difeng Cloud scaled by offering Tuniu’s products and resources to other distributors within the leisure travel industry.
Based on Tuniu’s direct procurement and integration with the supply chain, Difeng Cloud scaled by offering Tuniu’s products and resources to other distributors within the leisure travel industry. Difeng Cloud offers travel products including packaged tours and other travel-related products such as air ticketing, hotel reservations, attraction tickets, visa applications and insurance products.
We completed our initial public offering and listed our ADSs on the Nasdaq Global Market under the symbol “TOUR” in May 2014. At the time of our initial public offering, we also entered into a concurrent private placement with three investors.
We completed our initial public offering and listed our ADSs on the Nasdaq Global Market under the symbol “TOUR” in May 2014.
In addition, network operators must strictly limit the access authorization to children’s personal information within their staff members to the minimum. In April, 2021, the Ministry of Industry and Information Technology issued the Interim Administrative Provisions on Personal Information Protection in Internet Mobile Applications (Draft for Comment).
In April, 2021, the Ministry of Industry and Information Technology issued the Interim Administrative Provisions on Personal Information Protection in Internet Mobile Applications (Draft for Comment).
If, despite the precautions, we fail to identify and prevent illegal or inappropriate content from being displayed on or through our online platform, we may be subject to liability.
We believe these measures taken by us are generally in compliance with the laws and regulations. 66 Table of Contents If, despite the precautions, we fail to identify and prevent illegal or inappropriate content from being displayed on or through our online platform, we may be subject to liability.
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. 71 Table of Contents On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures, and 5 supporting guidelines on the application of Regulatory Rules, which became effective on March 31, 2023, requiring Chinese domestic companies’ overseas offerings and listings of equity securities be filed with the CSRC.
On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures, and 5 supporting guidelines on the application of Regulatory Rules, which became effective on March 31, 2023, requiring Chinese domestic companies’ overseas offerings and listings of equity securities be filed with the CSRC.
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.
In addition, we conduct regular price comparisons for travel products to assess the competitiveness of the pricing of travel products offered on our platform. 56 Table of Contents Supply Management We hosted a major conference event for our travel suppliers and presented to our travel suppliers our projected travel demand trends each year before the outbreak of COVID-19 in 2020.

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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.
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.
Our net cash used in investing activities was RMB51.8 million in 2022, primarily attributable to the purchase of short-term and long-term investments of RMB462.5 million, the decrease in cash from disposals of subsidiaries of RMB16.1 million and the purchase of property and equipment and intangible assets of RMB6.5 million, which were offset by the decrease in loan receivable of RMB51.3 million, the proceeds from maturity of short-term and long-term investments of RMB381.9 million and cash received from dividend of equity investment of RMB0.1 million.
Therefore, Tuniu Nanjing Information Technology is eligible to enjoy a preferential tax rate of 15% from 2023 to 2025 to the extent it has taxable income under the Enterprise Income Tax Law, as long as it maintains the HNTE qualification and duly conducts enterprise income tax filing procedures with the tax authority. 88 Table of Contents Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income, which became effective on December 8, 2006, a company incorporated in Hong Kong, such as Tuniu (HK) Limited, will be subject to withholding income tax at a rate of 5% on dividends it receives from its PRC subsidiaries, if it holds a 25% or more interest in that particular PRC subsidiary, or 10% if it holds less than a 25% interest in that PRC subsidiary.
Therefore, Tuniu Nanjing Information Technology is eligible to enjoy a preferential tax rate of 15% from 2023 to 2025 to the extent it has taxable income under the Enterprise Income Tax Law, as long as it maintains the HNTE qualification and duly conducts enterprise income tax filing procedures with the tax authority. 87 Table of Contents Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income, which became effective on December 8, 2006, a company incorporated in Hong Kong, such as Tuniu (HK) Limited, will be subject to withholding income tax at a rate of 5% on dividends it receives from its PRC subsidiaries, if it holds a 25% or more interest in that particular PRC subsidiary, or 10% if it holds less than a 25% interest in that PRC subsidiary.
E. Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods.
Critical Accounting Estimates We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods.
While we have substantially recovered from the impact of the COVID-19 pandemic in 2023, our financial condition for 2020, 2021 and 2022 was affected by the downturn in the travel industry and general economy associated with the COVID-19 pandemic. See “Item 3. Key Information—D.
While we have substantially recovered from the impact of the COVID-19 pandemic, our financial condition for 2020, 2021 and 2022 was affected by the downturn in the travel industry and general economy associated with the COVID-19 pandemic. See “Item 3. Key Information—D.
In the fourth quarter of 2023, our trading price dropped to US$0.67 per ADS as of December 31, 2023, and the market capitalization of Tuniu at the end of 2023 was US$83.1 million, which was 47% lower than our net assets of RMB1,112 million (US$157 million).
In the fourth quarter of 2023, our trading price dropped to US$0.67 per ADS as of December 31, 2023, and the market capitalization of Tuniu at the end of 2023 was US$83.1 million, which was 47% lower than our net assets of RMB1,112 million.
The construction work is only limited to the foundation of the land and can be sold and developed together with the land, so land use right and construction in progress are considered as an asset group separated from our core business operation.
The construction work is only limited to the foundation of the land and can be sold and developed together with the land, so land use right and construction in progress thereon are considered as an asset group separated from our core business operation.
If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, we recognize an impairment loss equal to the difference between the carrying amount and fair value of these assets. 98 Table of Contents Land use right and construction in progress We acquired a piece of land with a plan to build an office building thereon for our own use and started certain construction work with cost incurred recorded in construction in progress under property, plant and equipment.
If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, we recognize an impairment loss equal to the difference between the carrying amount and fair value of these assets. 96 Table of Contents Land use right and construction in progress We acquired a piece of land with a plan to build an office building thereon for our own use and started certain construction work with cost incurred recorded in construction in progress under property, plant and equipment.
Research and product development expenses increased by 12.2% from 50.8 million in 2022 to RMB57.0 million (US$8.0 million) in 2023, primarily due to the increase in research and product development personnel related expenses. ● Sales and marketing.
Research and product development expenses increased by 12.2% from 50.8 million in 2022 to RMB57.0 million in 2023, primarily due to the increase in research and product development personnel related expenses. ● Sales and marketing.
The low market capitalization as of December 31, 2023 was considered as an impairment indicator for this asset group and we further performed impairment assessment by comparing the undiscounted cash flow expected to be generated from the usage and eventual disposal of the asset group and the carrying value of the asset group, using the key assumptions including revenue growth rate, gross margin, operating expenses and working capital requirements.
The low market capitalization as of December 31, 2024 was considered as an impairment indicator for this asset group and we further performed impairment assessment by comparing the undiscounted cash flow expected to be generated from the usage and eventual disposal of the asset group and the carrying value of the asset group, using the key assumptions including revenue growth rate, gross margin, operating expenses and working capital requirements.
An impairment loss is recognized in the consolidated statements of comprehensive loss equal to the excess of the investment’s cost over its fair value when the impairment is deemed other-than-temporary.
An impairment loss is recognized in the consolidated statements of comprehensive (loss)/income equal to the excess of the investment’s cost over its fair value when the impairment is deemed other-than-temporary.
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.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. Other than as shown above, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2024.
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.
As of December 31, 2024, for the purpose of indebtedness, save as disclosed in our consolidated financial statements included elsewhere in this annual report, we did not have significant contingent liabilities. Holding Company Structure We are a holding company with no operations of our own. We conduct our business in China through our PRC subsidiaries and the consolidated affiliated entities.
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 ​ ​
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. ​ 97 Table of Contents ​
Based on our assessment, the undiscounted cash flow of the asset group was higher than the carrying value of the asset group and hence no impairment of non-financial assets for the core business was recognized during the year ended December 31, 2023.
Based on our assessment, the undiscounted cash flow of the asset group was higher than the carrying value of the asset group and hence no impairment of non-financial assets for the core business was recognized during the year ended December 31, 2024.
General and administrative expenses increased by 3.9% from RMB108.9 million in 2022 to RMB113.2 million (US$15.9 million) in 2023, primarily due to the impairment of property and equipment under the net method of recording in 20 23. ● Impairment of goodwill.
General and administrative expenses increased by 3.9% from RMB108.9 million in 2022 to RMB113.2 million in 2023, primarily due to the impairment of property and equipment under the net method of recording in 20 23. ● Impairment of goodwill.
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.
Therefore, the goodwill assessment was performed on consolidated level as one reporting unit. 95 Table of Contents 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.
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.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period since January 1, 2024 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions. 94 Table of Contents E.
Goodwill is not amortized, but tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. 97 Table of Contents In accordance with ASC 350 Intangibles—Goodwill and Other, we conduct our goodwill impairment assessment as of December 31 annually or more frequently if events or changes in circumstances indicate that it may be impaired.
Goodwill is not amortized, but tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. In accordance with ASC 350 Intangibles—Goodwill and Other, we conduct our goodwill impairment assessment as of December 31 annually or more frequently if events or changes in circumstances indicate that it may be impaired.
Sales and marketing expenses increased by 13.6% from RMB103.6 million in 2022 to RMB117.7 million (US$16.6 million) in 2023, primarily due to the increase in promotion expenses. ● General and administrative.
Sales and marketing expenses increased by 13.6% from RMB103.6 million in 2022 to RMB117.7 million in 2023, primarily due to the increase in promotion expenses. ● General and administrative.
Revenues from packaged tours increased by 374% from RMB70.3 million in 2022 to RMB333.4 million (US$47.0 million) in 2023, primarily due to the growth of organized tours as a result of increasing travel demands after the COVID-19 pandemic. ● Other revenues.
Revenues from packaged tours increased by 374% from RMB70.3 million in 2022 to RMB333.4 million in 2023, primarily due to the growth of organized tours as a result of increasing travel demands after the COVID-19 pandemic. ● Other revenues.
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.
In addition, the capital market responded quickly with market capitalization of us increased from US$186.9 million as of December 31, 2022, which was higher than our carrying value of RMB1,058.3 million and the share price kept increasing subsequently in 2023, which reflects an improved market sentiment to the travel industry.
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.
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.
Impairment of goodwill of RMB114.7 million (US$16.2 million) was recognized during the fourth quarter of 2023, primarily due to prolonged low market capitalization. ● Other operating income. Other operating income decreased from RMB75.7 million in 2022 to RMB7.0 million (US$1.0 million) in 2023, primarily due to the decrease in gain on disposals of subsidiaries. Net Loss .
Impairment of goodwill of RMB114.7 million was recognized during the fourth quarter of 2023, primarily due to prolonged low market capitalization. ● Other operating income. Other operating income decreased from RMB75.7 million in 2022 to RMB7.0 million in 2023, primarily due to the decrease in gain on disposals of subsidiaries. Net Loss .
Other revenues decreased by 4.8% from RMB113.3 million in 2022 to RMB107.9 million (US$15.2 million) in 2023, primarily due to the decrease in revenues generated from our financial services. Cost of Revenues . Our cost of revenues increased by 56.9% from RMB94.1 million in 2022 to RMB147.6 million (US$20.8 million) in 2023.
Other revenues decreased by 4.8% from RMB113.3 million in 2022 to RMB107.9 million in 2023, primarily due to the decrease in revenues generated from our financial services. Cost of Revenues . Our cost of revenues increased by 56.9% from RMB94.1 million in 2022 to RMB147.6 million in 2023.
As a percentage of net revenues, cost of revenues was 51.2% in 2022 compared to 33.4% in 2023. 91 Table of Contents Operating Expenses . Operating expenses increased by 32.0% from RMB299.8 million in 2022 to RMB395.6 million (US$55.7 million) in 2023, primarily due to the decrease in gain on disposals of subsidiaries. ● Research and product development.
As a percentage of net revenues, cost of revenues was 51.2% in 2022 compared to 33.4% in 2023. Operating Expenses . Operating expenses increased by 32.0% from RMB299.8 million in 2022 to RMB395.6 million in 2023, primarily due to the decrease in gain on disposals of subsidiaries. ● Research and product development.
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.
Our other revenues are primarily generated from (i) service fees received from insurance companies, (ii) commission fees from other travel-related products and services, such as tourist attraction tickets, visa application services, accommodation reservation and transportation ticketing, with revenue recognized of RMB46.3 million, RMB44.6 million and RMB47.9 million (US$6.56 million) for the years ended December 31, 2022, 2023 and 2024, respectively, (iii) fees for advertising services that we provide primarily to domestic and foreign tourism boards and bureaus, with revenue recognized of RMB12.2 million, RMB27.6 million and RMB31.3 million (US$4.29 million) for the years ended December 31, 2022, 2023 and 2024, respectively and (iv) sales of merchandises, whereas we are acting as a principal in these transactions and are responsible for fulfilling the promise to provide the specified merchandises, for which revenue is recognized on gross basis with revenue recognized of RMB15.2 million, RMB6.3 million and RMB7.9 million (US$1.1 million) for the years ended December 31, 2022, 2023 and 2024, respectively.
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.
Among the organized tours, revenues under arrangements for which we undertake substantive inventory risk were nil, nil and nil, respectively, and revenues for our own local tour operator business were RMB32.3 million, RMB100.1 million and RMB108 million (US$14.8 million) for the years ended December 31, 2022, 2023 and 2024, respectively.
We generally collect payments from our customers upon contract confirmation before we pay travel suppliers. Our net cash used in operating activities was RMB226.3 million, RMB143.0 million for the years ended December 31, 2021 and 2022 respectively, and our net cash provided by operating activities was RMB232.8 million (US$32.8 million) for the year ended December 31, 2023.
We generally collect payments from our customers upon contract confirmation before we pay travel suppliers. Our net cash used in operating activities was RMB143.0 million for the years ended December 31, 2022, and our net cash provided by operating activities was RMB232.8 million and RMB96.3 million (US$13.2 million) for the year ended December 31, 2023 and 2024 respectively.
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.
As of December 31, 2023 and 2024, we had long-term borrowings from banks which were repayable over one year of RMB10.4 million, with interests rates ranging from 0.2% to 1.3% per annum, and nil, respectively.
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%.
In addition, as of December 31, 2023 and 2024, we obtained cash from banks by discounting of bank acceptance notes with the amount of RMB179.0 million and RMB180.0 million (US$24.7 million), respectively, which are repayable within one year with interests rate ranging from 0.9% to 1.25%.
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 net cash used in financing activities in 2023 was RMB22.6 million, primarily attributable to RMB400.8 million for repayments of short-term and long-term borrowings and RMB0.6 million for acquisition of noncontrolling interests of subsidiaries, which were partially offset by RMB8,849.9 of proceeds from employees exercising stock options, RMB378.0 million of proceeds from short-term and long-term borrowings and cash contribution from noncontrolling interests of RMB0.8 million.
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).
Our net cash provided by investing activities was RMB40.9 million in 2023, primarily attributable to the purchase of short-term and long-term investments of RMB606.9 million and the purchase of property and equipment and intangible assets of RMB9.8 million and cash paid for long-term investments of RMB1.1 million, which were offset by the decrease in loan receivable of RMB75.8 million, the proceeds from maturity of short-term and long-term investments of RMB579.4 million, cash received from disposals of subsidiaries of RMB 3.2 million and cash received from dividend of equity investment of RMB0.2 million.
Operating Results Overview We are an online leisure travel company in China that generates revenue from packaged tours and travel-related services for leisure travelers. We generated net revenues of RMB426.3 million, RMB183.6 million and RMB441.3 million (US$62.2 million) in 2021, 2022 and 2023, respectively.
Operating Results Overview We are an online leisure travel company in China that generates revenue from packaged tours and travel-related services for leisure travelers. We generated net revenues of RMB183.6 million, RMB441.3 million and RMB513.6 million (US$70.3 million) in 2022, 2023 and 2024, respectively.
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.
General and administrative expenses were RMB108.9 million, RMB113.2 million and RMB87.7 million (US$12.0 million) in 2022, 2023 and 2024, respectively. ​ Impairment of goodwill. Impairment of goodwill is recognized for the amount by which the carrying amount of our net assets exceeds the fair value of reporting unit.
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.
Our sales and marketing expenses were RMB103.6 million, RMB117.7 million and RMB180.3 million (US$24.7 million) in 2022, 2023 and 2024, respectively. ​ General and administrative expenses . General and administrative expenses primarily comprise salaries and other compensation expenses for our administrative personnel, professional service fees, office rental, depreciation, bad debt and other expenses related to our administrative function.
We recognize revenues on a gross basis for business arrangements under which we take substantive inventory risks and for our own local tour operators in which we act as a principal. We had a net loss of RMB128.5 million, RMB203.0 million and RMB101.1 million (US$14.2 million) in 2021, 2022 and 2023, respectively.
We recognize revenues on a gross basis for business arrangements under which we take substantive inventory risks and for our own local tour operators in which we act as a principal. We had a net loss of RMB203.0 million, RMB101.1 million and a net income of RMB83.7 million (US$11.5 million) in 2022, 2023 and 2024, respectively.
Packaged tours consist of organized tours and self-guided tours. In 2021, 2022 and 2023, revenues from sales of packaged-tours were RMB305.3 million, RMB70.3 million and RMB333.4 million (US$47.0 million), respectively. Under the organized tour arrangements with the tour operators, our role is an agent that provides tour booking services to the tour operators and travellers.
Packaged tours consist of organized tours and self-guided tours. In 2022, 2023 and 2024, revenues from sales of packaged-tours were RMB70.3 million, RMB333.4 million and RMB407.5 million (US$55.8 million), respectively. Under the organized tour arrangements with the tour operators, our role is an agent that provides tour booking services to the tour operators and travellers.
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.
Our principal uses of cash for the years ended December 31, 2022, 2023 and 2024 were for operating activities, primarily refunds paid to customers, marketing and brand promotion expenses, salaries and other compensation expenses as well as office rental and professional service fees.
Our net cash used in operating activities was RMB226.3 million, RMB143.0 million for the years ended December 31, 2021 and 2022, respectively, and our net cash provided by operating activities was RMB232.8 million (US$32.8 million) for the year ended December 31, 2023.
Our net cash used in operating activities was RMB143.0 million for the years ended December 31, 2022, and our net cash provided by operating activities was RMB232.8 million and RMB96.3 million (US$13.2 million) for the year ended December 31, 2023 and 2024, respectively.
Our 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.
Our cash and cash equivalents consist of cash on hand and cash in bank, including demand bank deposits. Our short-term investments comprise financial products issued by banks or other financial institutions. As of December 31, 2023 and 2024, we had RMB1,222.8 million and RMB923.9 million (US$126.6 million) in cash and cash equivalents, restricted cash and short-term investments, respectively.
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.
The issuance of notes payable is pledged by our company’s bank deposits of RMB179.0 million and RMB180.0 million as of December 31, 2023 and 2024, which were recorded in short-term investments. We had net losses of RMB203.0 million, RMB101.1 million and net income of RMB83.7 million (US$11.5 million), for the years ended December 31, 2022, 2023 and 2024, respectively.
We intend to fund our existing and future material cash requirements for at least the next twelve months after the issuance of this report using our existing cash balance, and these commitments have been considered in our assessment that we will be able to meet our obligations as they become due over that period.
Our capital commitments are commitments in relation to the purchase of property and equipment including leasehold improvements. 93 Table of Contents We intend to fund our existing and future material cash requirements for at least the next twelve months after the issuance of this report using our existing cash balance, and these commitments have been considered in our assessment that we will be able to meet our obligations as they become due over that period.
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.
As of December 31, 2023 and 2024, our outstanding short-term borrowings were RMB7.3 million and RMB0.04 million (US$0.01 million) and our outstanding long-term borrowings were RMB10.4 million and nil, respectively. 91 Table of Contents As of December 31, 2023 and 2024, we had short-term borrowings from banks which were repayable within one year of RMB7.3 million, with interests rates ranging from 0.2% to 10.3% per annum, and RMB0.04 million (US$0.01 million), with interests rates ranging from 10.3% to 10.3% per annum, 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.
Our ability to achieve and maintain profitability depends on our ability to effectively reduce our costs and expenses as a percentage of our net revenues. Our cost of revenues were RMB94.1 million, RMB147.6 million and RMB155.6 million (US$21.3 million) in 2022, 2023 and 2024, respectively, representing 51%, 33% and 30% of our revenues, respectively.
Cost of Revenues Our cost of revenues accounted for 59.8%, 51.2% and 33.4% as percentages of our net revenues in 2021, 2022 and 2023, respectively.
Cost of Revenues Our cost of revenues accounted for 51.2%, 33.4% and 30.3% as percentages of our net revenues in 2022, 2023 and 2024, respectively.
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.
Impairment of goodwill was RMB112.1 million, RMB114.7 million and nil in 2022, 2023 and 2024, respectively. ​ Other operating income . Other operating income relates primarily to gain on disposals of subsidiaries, government subsidies and tax refunds that we receive from provincial and local governments. Government subsidies are granted from time to time at the discretion of the government authorities.
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 .
Research and product development expenses were RMB50.8 million, RMB57.0 million and RMB52.7 million (US$7.2 million) in 2022, 2023 and 2024, respectively. ​ Sales and marketing expenses .
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.
As a result, our net cash used in operating activities was RMB143.0 million in 2022, and our net cash provided by operating activities was RMB232.8 million and RMB113.2 million (US$15.5 million) in 2023 and 2024, respectively.
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 revenues from packaged tours decreased by 77.0% to RMB70.3 million (US$9.9 million) in 2022, increased by 374% to RMB333.4 million in 2023, and increased by 22.2% to RMB407.5 million (US$55.8 million) in 2024. Others . Other revenues were RMB113.3 million, RMB107.9 million and RMB106.2 million (US$14.5 million) in 2022, 2023 and 2024, respectively.
Our 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.
Our research and product development expenses increased from RMB50.8 million in 2022 to RMB57.0 million in 2023, and decreased to RMB52.7 million (US$7.2 million) million in 2024, primarily due to the decrease in research and development personnel related expenses. D.
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.
Furthermore, prepayments and other current assets decreased from RMB243.0 million as of December 31, 2022 to RMB234.2 million as of December 31, 2023 and further increased to RMB235.4 million (US$32.3 million) as of December 31, 2024.
Accounts and notes payable decreased from RMB383.6 million as of December 31, 2021 to RMB261.9 million as of December 31, 2022 but increased to RMB317.1 million (US$44.7 million) as of December 31, 2023.
Accounts and notes payable increased from RMB261.9 million as of December 31, 2022 to RMB317.1 million as of December 31, 2023 and further decreased to RMB290.1 million (US$39.7 million) as of December 31, 2024.
The following table sets forth the components of our operating expenses in absolute amounts and as percentages of our net revenues for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ (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 following table sets forth the components of our operating expenses in absolute amounts and as percentages of our net revenues for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Operating expenses: ​ ​ ​ ​ ​ ​ Research and product development (50,799) ​ (27.7) ​ (56,974) ​ (12.9) ​ (52,682) ​ (7,217) ​ (10.3) Sales and marketing (103,617) ​ (56.4) ​ (117,706) ​ (26.7) ​ (180,321) ​ (24,704) ​ (35.1) General and administrative (108,935) ​ (59.3) ​ (113,221) ​ (25.7) ​ (87,657) ​ (12,009) ​ (17.1) Impairment of goodwill ​ (112,102) ​ (61.0) ​ (114,661) ​ (26.0) ​ — ​ — ​ (0.0) Other operating income 75,685 ​ 41.2 ​ 7,009 ​ 1.6 ​ 25,888 ​ 3,547 ​ 5.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total operating expenses (299,768) ​ (163.2) ​ (395,553) ​ (89.6) ​ (294,772) ​ (40,383) ​ (57.4) 86 Table of Contents Research and product development expenses .
Net revenues were RMB183.6 million and RMB441.3 million (US$62.2 million) in 2022 and 2023, respectively. ● Revenues from packaged tours.
Net revenues were RMB441.3 million and RMB513.6 million (US$70.3 million) in 2023 and 2024, respectively. ● Revenues from packaged tours.
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.
These subsidies are granted for general corporate purposes and to support our ongoing operations in the region. Other operating income accounted for 41.2%, 1.6% and 5.0% of our net revenues in 2022, 2023 and 2024, respectively. Taxation Cayman Islands We are incorporated in the Cayman Islands.
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.
On May 6, 2016, the State Taxation Administration issued the Administrative Measures for Value Added Tax Exemption on Cross-border Taxable Activities under the Program for the Collection of Value Added-Tax Instead of Business Tax, which was most recently amended on June 15, 2018, pursuant to which the tourism services provided overseas are exempted from VAT. ​ 88 Table of Contents Results of Operations The following table sets forth a summary of our consolidated results of operations in absolute amounts and as percentages of our net revenues for the periods indicated.
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.
Our operating expenses were RMB299.8 million, RMB395.6 million and RMB294.8 million (US$40.4 million) in 2022, 2023 and 2024, respectively, representing 163%, 90% and 57% of our revenues, respectively.
The following table sets forth the components of our revenues in absolute amounts and as percentages of our net revenues for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ (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 following table sets forth the components of our revenues in absolute amounts and as percentages of our net revenues for the periods presented. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Revenues: Packaged tours 70,314 ​ 38.3 ​ 333,357 ​ 75.5 ​ 407,462 ​ 55,822 ​ 79.3 Others 113,306 ​ 61.7 ​ 107,913 ​ 24.5 ​ 106,160 ​ 14,544 ​ 20.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues 183,620 ​ 100.0 ​ 441,270 ​ 100.0 ​ 513,622 ​ 70,366 ​ 100.0 ​ 85 Table of Contents Packaged tours .
Operating Expenses Our operating expenses were RMB353.1 million, RMB299.8 million and RMB395.6 million (US$55.7 million) in 2021, 2022 and 2023, respectively.
Operating Expenses Our operating expenses were RMB299.8 million, RMB395.6 million and RMB294.8 million (US$40.4 million) in 2022, 2023 and 2024, respectively.
Hong Kong Companies registered in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with Hong Kong tax laws. The applicable tax rate is 16.5% in Hong Kong.
Under the current laws of the Cayman Islands, we are not subject to income or capital gains tax. Hong Kong Companies registered in Hong Kong are subject to Hong Kong Profits Tax on the taxable income as reported in their respective statutory financial statements adjusted in accordance with Hong Kong tax laws.
The following table sets forth a summary of our cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB RMB RMB US$ ​ (in thousands, except percentages) Net cash (used in)/provided by operating activities (226,342) ​ (142,991) ​ 232,838 ​ 32,796 Net cash provided by /(used in)investing activities 703,826 ​ (51,828) ​ 40,930 ​ 5,765 Net cash used in by financing activities (344,562) ​ (486) ​ (22,579) ​ (3,181) Effect of exchange rate changes on cash, cash equivalents and restricted cash (1,428) ​ (2,406) ​ (4,183) ​ (589) Net increase/(decrease) in cash, cash equivalents and restricted cash 131,494 ​ (197,711) ​ 247,004 ​ 34,790 Cash, cash equivalents and restricted cash at the beginning of year 264,104 ​ 395,598 ​ 197,887 ​ 27,872 Cash, cash equivalents and restricted cash at the end of year 395,598 ​ 197,887 ​ 444,891 ​ 62,662 ​ Operating Activities Our net cash provided by operating activities was RMB232.8 million (US$32.8 million) in 2023, primarily attributable to cash inflows from sales of our travel products and services of RMB3,455.3 million (US$486.7 million) and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB50.8 million (US$7.2 million), that were offset by cash outflows due to payments to travel suppliers of RMB2,982.1 million (US$420.0 million), payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB164.2 million (US$23.1 million), payments for marketing and promotional activities, office rental and utilities and professional services of RMB107.7 million (US$15.2 million), and payments of taxes and levies of RMB19.2 million (US$2.7 million).
The following table sets forth a summary of our cash flows for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB RMB RMB US$ ​ (in thousands, except percentages) Net cash (used in)/provided by operating activities (142,991) ​ 232,838 ​ 96,281 ​ 13,189 Net cash (used in)/provided by investing activities (51,828) ​ 40,930 ​ 26,661 ​ 3,654 Net cash used in by financing activities (486) ​ (22,579) ​ (73,979) ​ (10,135) Effect of exchange rate changes on cash, cash equivalents and restricted cash (2,406) ​ (4,183) ​ (2,789) ​ (383) Net (decrease) /increase in cash, cash equivalents and restricted cash (197,711) ​ 247,004 ​ 46,174 ​ 6,325 Cash, cash equivalents and restricted cash at the beginning of year 395,598 ​ 197,887 ​ 444,891 ​ 60,950 Cash, cash equivalents and restricted cash at the end of year 197,887 ​ 444,891 ​ 491,065 ​ 67,275 ​ Operating Activities Our net cash provided by operating activities was RMB96.3 million (US$13.2 million) in 2024, primarily attributable to cash inflows from sales of our travel products and services of RMB3,721.7 million (US$509.9 million) and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB54.2 million (US$7.4 million), that were offset by cash outflows due to payments to travel suppliers of RMB3351.3 million (US$459.1 million), payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB174.3 million (US$23.9 million), payments for marketing and promotional activities, office rental and utilities and professional services of RMB138.8million (US$19.0 million) and payments of taxes and levies of RMB15.2 million (US$2.1 million).
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.
Research and product development expenses decreased by 7.5% from 57.0 million in 2023 to RMB52.7 million (US$7.2 million) in 2024, primarily due to the decrease in research and product development personnel related expenses. ● Sales and marketing.
The period-to-period comparisons of results of operations should not be relied upon as indicative of future performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2021 ​ 2022 ​ 2023 ​ RMB % RMB % RMB US$ % ​ (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 .
The period-to-period comparisons of results of operations should not be relied upon as indicative of future performance. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ 2022 ​ 2023 ​ 2024 ​ RMB % RMB % RMB US$ % ​ (in thousands, except percentages) Revenues: Packaged tours 70,314 ​ 38.3 ​ 333,357 ​ 75.5 ​ 407,462 ​ 55,822 ​ 79.3 Others 113,306 ​ 61.7 ​ 107,913 ​ 24.5 ​ 106,160 ​ 14,544 ​ 20.7 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net revenues 183,620 ​ 100.0 ​ 441,270 ​ 100.0 ​ 513,622 ​ 70,366 ​ 100.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues (94,066) ​ (51.2) ​ (147,581) ​ (33.4) ​ (155,590) ​ (21,316) ​ (30.3) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit 89,554 ​ 48.8 ​ 293,689 ​ 66.6 ​ 358,032 ​ 49,050 ​ 69.7 Operating expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Research and product development (50,799) ​ (27.7) ​ (56,974) ​ (12.9) ​ (52,682) ​ (7,217) ​ (10.3) Sales and marketing (103,617) ​ (56.4) ​ (117,706) ​ (26.7) ​ (180,321) ​ (24,704) ​ (35.1) General and administrative (108,935) ​ (59.3) ​ (113,221) ​ (25.7) ​ (87,657) ​ (12,009) ​ (17.1) Impairment of goodwill ​ (112,102) ​ (61.0) ​ (114,661) ​ (26.0) ​ — ​ — ​ (0.0) Other operating income 75,685 ​ 41.2 ​ 7,009 ​ 1.6 ​ 25,888 ​ 3,547 ​ 5.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss from operations (210,214) ​ (114.4) ​ (101,864) ​ (23.1) ​ 63,260 ​ 8,667 ​ 12.3 Other income/(expenses): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest and investment income 27,181 ​ 14.8 ​ 5,689 ​ 1.3 ​ 19,866 ​ 2,722 ​ 3.9 Interest expense (4,912) ​ (2.7) ​ (3,525) ​ (0.8) ​ (3,320) ​ (455) ​ (0.6) Foreign exchange gains/(losses), net (22,210) ​ (12.1) ​ (6,483) ​ (1.5) ​ (6,837) ​ (937) ​ (1.3) Other income, net 6,136 ​ 3.3 ​ 7,107 ​ 1.6 ​ 10,081 ​ 1,381 ​ 2.0 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss before income tax expense (204,019) ​ (111.1) ​ (99,076) ​ (22.5) ​ 83,050 ​ 11,378 ​ 16.2 Income tax (expense)/benefit 731 ​ 0.4 ​ (1,441) ​ (0.3) ​ (837) ​ (115) ​ (0.2) Equity in income/(loss) of affiliates 292 ​ 0.2 ​ (580) ​ (0.1) ​ 1,486 ​ 204 ​ 0.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net (loss)/income (202,996) ​ (110.5) ​ (101,097) ​ (22.9) ​ 83,699 ​ 11,467 ​ 16.3 ​ Year Ended December 31, 2024 Compared to Year Ended December 31, 2023 Net Revenues .
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.
The applicable tax rate is 16.5% in Hong Kong. Under the Hong Kong tax law, our Hong Kong subsidiaries are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.
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.
The increases in the balance of advances from customers and accounts and notes payable as of December 31, 2024 compared to the same as of December 31, 2023 were primarily due to the growth in the sales of our travel products and services.
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 provided by operating activities was RMB232.8 million in 2023, primarily attributable to cash inflows from sales of our travel products and services of RMB3,455.3 million and cash inflows from other operating activities such as deposits, interest income and government subsidies of RMB50.8 million, that were offset by cash outflows due to payments to travel suppliers of RMB2,982.1 million, payments relating to other operating activities, which include payments to employees and for employees’ benefits of RMB164.2 million, payments for marketing and promotional activities, office rental and utilities and professional services of RMB63.3 million and payments of taxes and levies of RMB19.2 million.
Our advances from customers decreased from RMB139.8 million as of December 31, 2021 to RMB98.9 million as of December 31, 2022 but increased to RMB270.2 million (US$38.1 million) as of December 31, 2023.
Our advances from customers increased from RMB98.9 million as of December 31, 2022 to RMB270.2 million as of December 31, 2023 and further increased to RMB247.2 million (US$33.9 million) as of December 31, 2024.
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.
Moreover, our sales and marketing expenses increased from RMB103.6 million in 2022 to RMB117.7 million in 2023, primarily due to the increases in promotion expenses and marketing personnel related expenses, and further increased to RMB180.3 million (US$24.7 million) in 2024, primarily due to the increases in promotion expenses and marketing personnel related expenses.
Non-financial assets for our core business Our remaining non-financial assets, which are used for our core business, are considered one asset group which represents the lowest level to independently generate identifiable cash flows.
Non-financial assets for our core business Our remaining non-financial assets including property and equipment of RMB21.8 million, intangible assets of RMB22.2 million and operating lease right-of-use assets of RMB9.3 million, which are used for our core business, are considered one asset group which represents the lowest level to independently generate identifiable cash flows.
As of December 31, 2023, our accumulated deficit was RMB8,127.6 million (US$1,144.7 million) and we had cash and cash equivalents and short-term investments of RMB1,156.9 million (US$162.9 million) and working capital of RMB549.2 million (US$77.4 million).
As of December 31, 2024, our accumulated deficit was RMB8,050 million (US$1,103 million) and we had cash and cash equivalents and short-term investments of RMB897.8 million (US$123 million) and working capital of RMB309.7 million (US$42.4 million).
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.
Our short-term and long-term bank borrowings represent borrowings from banks with maturity from six months to six years.
We have a team of engineers dedicated to the research and development of website operations, mobile platform, search engine, data analytics and supply chain management system. 96 Table of Contents Research and product development expenses primarily comprise salaries and other compensation expenses for our research and product development personnel as well as office rental, depreciation and other expenses related to our research and product development function.
We have a team of engineers dedicated to the research and development of website operations, mobile platform, search engine, data analytics and supply chain management system.
As a result of the foregoing, net loss decreased from RMB203.0 million in 2022 to RMB101.1 million (US$14.2 million) in 2023. Year Ended December 31, 2022 Compared to Year Ended December 31, 2021 Net Revenues . Net revenues were RMB426.3 million and RMB183.6 million in 2021 and 2022, respectively. ● Revenues from packaged tours .
Year Ended December 31, 2023 Compared to Year Ended December 31, 2022 Net Revenues . Net revenues were RMB183.6 million and RMB441.3 million in 2022 and 2023, respectively. ● Revenues from packaged tours.
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.
Other operating income increased from RMB7.0 million in 2023 to RMB25.6 million (US$3.5 million) in 2024, primarily due to the decrease in gain on disposals of subsidiaries. Net (loss)/income . As a result of the foregoing, there is a net income of RMB83.7 million (US$11.5 million) in 2024, compared to a loss of RMB101.1 million in 2023.
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.
As a percentage of net revenues, cost of revenues was 33.4% in 2023 compared to 30.3% in 2024. Operating Expenses . Operating expenses decreased by 25.5% from RMB395.6 million in 2023 to RMB294.8 million (US$40.4 million) in 2024, primarily due to the decrease in gain on disposals of subsidiaries. 89 Table of Contents ● Research and product development.
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.
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.
As of December 31, 2023, the carrying value for land use right was RMB90.5 million and construction in progress was RMB48.6 million. We have been performing impairment assessment by reference to the latest transaction prices of similar land in the market.
We have been performing impairment assessment by reference to the latest transaction prices of similar land in the market and made impairment charges of nil, RMB18.0 million and RMB15.6 million for the years ended December 31, 2022, 2023 and 2024, respectively, by charging to general and administrative expenses in the consolidated statements of comprehensive (loss)/income accordingly.
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. 95 Table of Contents Material Cash requirements Our material cash requirements as of December 31, 2023 mainly include debt obligations, operating lease obligations and capital expenditure commitments, as below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by Period ​ ​ ​ ​ Less Than ​ ​ ​ ​ ​ More Than ​ Total 1 Year 1-3 Years 3-5 Years 5 Years ​ (In RMB thousands) Operating Lease Obligations 10,007 ​ 2,676 ​ 4,201 ​ 2,200 ​ 931 Bank Borrowings 17,672 ​ 7,277 ​ 7,571 ​ 1,507 ​ 1,317 Capital Commitments 791 ​ 791 ​ — ​ — ​ — ​ Our operating lease obligations represent our obligations for the leased premises of our headquarter and offline retail stores.
Material Cash requirements Our material cash requirements as of December 31, 2024 mainly include debt obligations, operating lease obligations and capital expenditure commitments, as below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment Due by Period ​ ​ ​ ​ Less Than ​ ​ ​ ​ ​ More Than ​ Total 1 Year 1-3 Years 3-5 Years 5 Years ​ (In RMB thousands) Operating Lease Obligations 5,952 ​ 2,038 ​ 2,984 ​ 420 ​ 510 Bank Borrowings 36 ​ 36 ​ — ​ — ​ — Capital Commitments 1,079 ​ 1,079 ​ — ​ — ​ — ​ Our operating lease obligations represent our obligations for the leased premises of our headquarter and offline retail stores.
Risk Factors—Risks Related to Our Business and Industry—We face risks related to natural disasters and health epidemics.” We have resumed normalized operations in 2023 and we aim to maintain these expenses as a percentage of net revenues at a stable or lower level over time by focusing on operational scalability and efficiency improvements.
Risk Factors—Risks Related to Our Business and Industry—We face risks related to natural disasters and health epidemics.” We have resumed normalized operations in 2023. Selected Income Statement Items Revenues We generate revenues primarily from sales of packaged tours, which consist of organized tours and self-guided tours.

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Item 6. [Reserved]

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

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The 3,704,135 Class A ordinary shares and 10,423,503 Class B ordinary shares owned by Dragon Rabbit Capital Limited are currently pledged to Fuqun Limited, as lender under a loan agreement dated August 21, 2017, to secure the obligations of Dragon Rabbit Capital Limited under the loan agreement.
The 3,704,135 Class A ordinary shares and 10,423,503 Class B ordinary shares owned by Dragon Rabbit Capital Limited are currently pledged to Fuqun Limited, as lender under a loan agreement dated August 21, 2017, to secure the obligations of Dragon Rabbit Capital Limited under the loan agreement.
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant or material control deficiencies; ● reviewing and reassessing annually the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; and 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.
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of significant or material control deficiencies; ● reviewing and reassessing annually the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; and 103 Table of Contents ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
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.
However, the options must be exercised, to the extent vested, prior to certain option exercise expiration dates set forth in the award agreement. 102 Table of Contents (4) Pursuant to the award agreement, 1/48 of the restricted shares shall vest on a monthly basis since June 9, 2022.
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 .
Our board of directors or a committee designated by our board administers the 2014 Plan. The committee or the full board of directors, as applicable, determines the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant. 100 Table of Contents Award Agreement .
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.
Officers are elected by and serve at the discretion of the board of directors. 104 Table of Contents Duties of Directors Under Cayman Islands law, our directors have a duty of loyalty to act honestly in good faith with a view to our best interests.
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.
The 2008 Plan terminated automatically in 2018. 99 Table of Contents The following paragraphs summarize the terms of the 2008 Plan. Types of Awards . The 2008 Plan permitted the awards of options and restricted shares. Plan Administration . Our board of directors or a committee appointed by our board will administered the 2008 Plan.
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.
The business address of JD.com Investment Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. (11) Dragon Rabbit Capital Limited is wholly owned by Longtu Holdings Limited is a British Virgin Islands company which is wholly owned by a trust, of which Mr. Yu’s family is the beneficiary.
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.
Yan served as an analyst of iTech Holdings Limited in 2004. 98 Table of Contents Mr. Frank Lin has served as Tuniu’s independent director since December 2009. Mr.
(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.
Wang is ###-##-####, Hongqiao Road, Shanghai, China. 106 Table of Contents (3) Represents (i) 90,909,091 Class A ordinary shares held by BHR Winwood Investment Management Limited and (ii) 8,120,424 Class A ordinary shares represented by 2,706,808 American Depository Shares held by Hong Kong Praise Tourism Investment Limited. The business address of Mr.
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.
We refer to BHR Winwood Investment Management Limited and HK Praise Tourism as “Affiliates of HNA Trust.” (10) Represents 78,061,780 Class A ordinary shares held by JD.com Investment Limited, as reported in a Schedule 13D filing jointly by JD.com Investment Limited and JD.com, Inc on December 6, 2024.
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.
Mr. Jack Xu has served as Tuniu’s independent director since May 2014. Mr. Xu is the managing partner at Seven Seas Venture Partners. Mr. Xu served as Co-President and Chief Technology Officer of Sina Corporation, from January 2013 to February 2015. Prior to joining Sina Corporation, Mr.
(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.
(5) The prices in Renminbi were translated using the rate of US$1.00 = RMB7.2993, the exchange rate in effect as of December 31, 2024, solely for the convenience of the readers. C. Board Practices Board of Directors Our board of directors currently consists of eight directors. A director is not required to hold any shares in our company.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our shares as of February 29, 2024 by: ● each of our current directors and executive officers; and 107 Table of Contents ● each person known to us to own beneficially more than 5% of our shares. See “—B.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our shares as of February 28, 2025 by: ● each of our current directors and executive officers; and ● each person known to us to own beneficially more than 5% of our shares. See “—B.
Our board of directors has the authority to amend or terminate the plan subject to shareholder approval or home country practice. 103 Table of Contents The following table summarizes, as of February 29, 2024, the outstanding options and restricted shares granted to our directors and executive officers under the 2008 Plan and 2014 Plan. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise Price ​ ​ ​ ​ Ordinary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Awarded/ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted ​ (US$/ ​ (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.
Our board of directors has the authority to amend or terminate the plan subject to shareholder approval or home country practice. 101 Table of Contents The following table summarizes, as of February 28, 2025, the outstanding options and restricted shares granted to our directors and executive officers under the 2008 Plan and 2014 Plan. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Exercise Price ​ ​ ​ ​ Ordinary ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Options ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Awarded/ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Restricted ​ (US$/ ​ (RMB/ ​ ​ ​ Vesting ​ ​ Name Shares Share) Share) (4) Date of Grant Schedule Date of Expiration Dunde Yu 630,814 0.100 0.730 ​ November 5, 2009 4 years (1) ​ November 4, 2029 ​ 1,100,000 0.226 1.650 ​ March 11, 2011 4 years (1) ​ March 10, 2031 ​ 1,269,995 0.0001 0.0007 ​ August 1, 2013 4 years (1) ​ July 31, 2029 ​ 900,000 3.000 21.898 ​ June 13, 2014 4 years (1) ​ June 12, 2025 ​ 760,000 3.090 22.555 ​ March 6, 2015 4 years (1) ​ March 5, 2026 ​ 1,981,000 3.090 22.555 ​ August 20, 2015 4 years (1) ​ August 19, 2025 ​ 1,420,000 2.683 19.584 ​ December 2, 2016 4 years (1) ​ December 1, 2026 ​ 17,256 0.0001 0.0007 ​ January 1, 2017 1 years (2) ​ December 31, 2026 ​ 3 1.670 12.190 ​ May 8, 2018 4 years (1) ​ May 7, 2028 ​ 12,564 0.0033 0.0241 ​ January 30, 2019 1 years (2) ​ January 29, 2029 ​ ​ 6,681,434 0.333 2.431 ​ August 10, 2022 4 years (1) ​ August 9, 2032 ​ 7,427,971 0.623 4.547 ​ April 6, 2023 1 year (3) ​ April 5, 2033 Anqiang Chen 19,998 0.226 1.650 ​ March 11, 2011 4 years (1) ​ March 10, 2031 ​ 3,879 1.135 8.285 ​ March 19, 2012 4 years (1) ​ March 18, 2032 ​ 4,497 0.0001 0.0007 ​ March 6, 2015 4 years (1) ​ March 5, 2026 ​ ​ 9,900 ​ 2.683 ​ 19.584 ​ December 2, 2016 ​ 4 years (1) ​ December 1, 2026 ​ ​ 40,500 ​ 1.670 ​ 12.190 ​ May 8, 2018 ​ 4 years (1) ​ May 7, 2028 ​ ​ 7,536 ​ 0.0033 ​ 0.0241 ​ January 30, 2019 ​ 1 years (2) ​ January 29, 2029 ​ ​ 2,969,526 ​ 0.333 ​ 2.431 ​ August 10, 2022 ​ 4 years (1) ​ August 9, 2032 ​ 742,797 0.623 ​ 4.547 ​ April 6, 2023 4 years (1) ​ April 5, 2033 Jack Xu *† N/A ​ ​ ​ May 9, 2022 4 years (4) ​ May 9, 2032 Haijin Cheng *† N/A ​ ​ ​ May 9, 2022 4 years (4) ​ May 9, 2032 Directors and officers as a group 26,056,019 — — ​ — — ​ — * Less than 1% of our total outstanding shares. † Denotes restricted share award; all other awards in this table are option awards.
(12) Represents (i) 4,104,137 Class A ordinary shares and (ii) 6,949,997 Class B ordinary shares held by Verne Capital Limited. Verne Capital Limited is a wholly owned subsidiary of Five Seasons XV Limited. Five Seasons XV Limited is a wholly owned subsidiary of Fullshare Value Fund II L.P.
(12) Represents (i) 4,104,137 Class A ordinary shares and (ii) 6,949,997 Class B ordinary shares held by Verne Capital Limited. Verne Capital Limited is a wholly owned subsidiary of Five Seasons XV Limited. Five Seasons XV Limited is a wholly owned subsidiary of Five Seasons XVIII (A) Limited.
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.
In 2012, we increased the maximum aggregate number of shares which may be issued under the 2008 Plan from 11,500,000 to 18,375,140. As of February 28, 2025, options to purchase 3,201,096 Class A ordinary shares were outstanding under the 2008 Plan.
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.
Directors and Senior Management The following table sets forth information regarding our executive officers and directors as of the date of this annual report. ​ ​ ​ ​ ​ Directors and Executive Officers Age Position/Title Dunde Yu 44 Founder, Chairman and Chief Executive Officer Kan Wang 40 Director Rui Li 48 Director Haifeng Yan 43 Independent Director Frank Lin 60 Independent Director Jack Xu 57 Independent Director Rui Zhang 47 Independent Director Haijin Cheng 54 Independent Director Anqiang Chen 49 Financial Controller ​ Mr.
The total number of shares held by the five record holders in the United States represents 47.07% of our total outstanding shares.
The total number of shares held by the five record holders in the United States represents 43.50% of our total outstanding shares.
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.
Compensation For the fiscal year ended December 31, 2024, we paid an aggregate of approximately RMB4.4 million (US$0.6 million) in cash to our executive officers and RMB0.8 million (US$0.1 million) to our non-executive directors and officers.
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.
The business address of Fullshare Holdings Limited is Unit 2805, Level 28 Admiralty Centre Tower One 18 Harcourt Road, Admiralty Hong Kong. 107 Table of Contents To our knowledge, as of February 28, 2025, we had 151,409,760 outstanding ordinary shares that were held by five record holders in the United States.
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.
These shares, however, are not included in the computation of the percentage ownership of any other person. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Class A Class B Total ​ ​ ​ ​ Ordinary ​ Ordinary ​ Ordinary ​ ​ ​ Voting ​ Shares Shares Shares %† Power†† Directors and Executive Officers:* ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dunde Yu (1) 23,677,967 10,423,503 34,101,470 ​ 9.3 ​ 24.4 Kan Wang (2) 99,029,515 — 99,029,515 ​ 28.5 ​ 19.6 Rui Li (3) 99,029,515 — 99,029,515 ​ 28.5 ​ 19.6 Rui Zhang (4) 78,061,780 — 78,061,780 ​ 22.4 ​ 15.5 Haijin Cheng (5) ** — ** ​ ** ​ ** Frank Lin (6) 15,366,514 — 15,366,514 ​ 4.4 ​ 3.0 Haifeng Yan (7) — — — ​ — ​ — Jack Xu (8) ** — ** ​ ** ​ ** Anqiang Chen ** — ** ​ ** ​ ** All directors and executive officers as a group 218,803,556 10,423,503 229,227,059 ​ 61.9 ​ 61.3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal Shareholders: Affiliates of HNA Trust (9) 99,029,515 ​ — ​ 99,029,515 ​ 28.5 ​ 19.6 JD.com Investment Limited (10) 78,061,780 ​ — ​ 78,061,780 ​ 22.4 ​ 15.5 Dragon Rabbit Capital Limited (11) 3,704,135 ​ 10,423,503 ​ 14,127,638 ​ 4.1 ​ 21.4 Fullshare Holdings Limited (12) 4,104,137 ​ 6,949,997 ​ 11,054,134 ​ 3.2 ​ 14.6 * Except for Kan Wang, Rui Li, Rui Zhang, Haijin Cheng, Frank Lin, Haifeng Yan and Jack Xu, the business address of our directors and executive officers is 6, 8-12th floor, building 6-A, Juhuiyuan, NO. 108 Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210023, PRC. ** Less than 1% of our total outstanding shares on an as-converted basis. † For each person and group included in this column, percentage ownership is calculated by dividing the number of ordinary shares beneficially owned by such person or group by the sum of the total number of ordinary shares outstanding as of February 28, 2025, which is 348,079,154 ordinary shares outstanding, including 17,373,500 Class B ordinary shares outstanding and 330,705,654 Class A ordinary shares outstanding (excluding 21,043,338 Class A ordinary shares, represented by 7,014,446 ADSs, reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan), plus the number of ordinary shares such person or group has the right to acquire, including upon exercise of options and vesting of restricted shares and restricted share units, within 60 days after February 28, 2025. †† For each person and group included in this column, percentage ownership percentage of total voting power represents voting power based on both Class A and Class B ordinary shares held by such person or group, and the ordinary shares such person or group has the right to acquire upon exercise of the stock options or warrants within 60 days after February 28, 2025, with respect to the total voting power based on all the outstanding shares of our Class A and Class B ordinary shares as a single class.
The business address of BHR Winwood Investment Management Limited is Unit 3101, 31/F, tower 2, China Central Place, 79 Jianguo Road, Chaoyang District, Beijing 100025, PRC. HK Praise Tourism is a company organized under the laws of Hong Kong wholly owned by Mr. Yaqi Sun, who is the nominee of the HNA Trust.
The business address of BHR Winwood Investment Management Limited is Unit 3101, 31/F, tower 2, China Central Place, 79 Jianguo Road, Chaoyang District, Beijing 100025, PRC. HK Praise Tourism is a company organized under the laws of Hong Kong and wholly owned by HNA Industrial Group Co., Ltd., which is a direct wholly-owned subsidiary of HNA Trust.
Employees We had a total of 1,916, 896 and 971 employees as of December 31, 2021, 2022 and 2023, respectively.
Employees We had a total of 896, 971 and 983 employees as of December 31, 2022, 2023 and 2024, respectively.
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.
The following table sets forth the numbers of our employees, categorized by function, as of December 31, 2024: ​ ​ ​ ​ ​ Number of Function Employees Management and administration 128 Customer service center 187 Sales and marketing 464 Research and product development 204 Total 983 ​ We enter into standard employment agreements with all our employees.
Wang joined HNA Group in August 2017 and had served as vice president of Yangtze Air Cargo Holding Co., Ltd., chief investment officer of HNA Modern Logistics Group Co., Ltd. and president assistant in non-aviation asset management division of HNA Group. Prior to joining HNA Group, Mr.
Wang joined HNA Group Co., Limited, or the HNA Group, in August 2017 and had served as vice president of Yangtze Air Cargo Holding Co., Ltd., chief investment officer of HNA Modern Logistics Group Co., Ltd., president assistant in non-aviation asset management division of HNA Group and executive deputy general manager of the asset operation department at HNA Group.
Wang currently serves as the chairman, executive director and chief executive officer of CWT International Limited (HKEX: 0521), chairman of E-Life Financial Services Holding Group Co., Ltd. and director of HY Energy Group Co., Ltd. (SSE: 600387). Mr. Wang is certified as an association chartered accountant and a Hong Kong institute of certified public accountant. Mr.
Wang currently serves as the chairman and executive director of CWT International Limited (HKEX: 0521), chairman of E-Life Financial Services Holding Group Co., Ltd. and director of HY Energy Group Co., Ltd. (SSE: 600387). Mr.
A shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. You should refer to “Item 10. Additional Information—B.
A shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. You should refer to “Item 10. Additional Information—B. Memorandum and Articles of Association—Differences in Corporate Law — Directors’ Fiduciary Duties.” D.
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 .
As of February 28, 2025, options to purchase 31,938,510 Class A ordinary shares and 56,349 restricted shares were outstanding under the 2014 Plan. The following paragraphs summarize the terms of the 2014 Plan. Types of Awards . The 2014 Plan permits the awards of options, restricted shares and restricted share units. Plan Administration .
(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.
(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.
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.
This includes 140,096,997 ordinary shares (excluding 21,043,338 Class A ordinary shares, represented by 7,014,446 ADSs, reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan) held of record by JPMorgan Chase Bank, N.A., the depositary of our ADS program.
Wang served as a vice manager at Deloitte, a chief investment officer at Hung To Capital Management Co., Ltd. and an overseas investment and operations director at Qingdao Haier Co., Ltd. Mr.
Prior to joining HNA Group, Mr. Wang served as a vice manager at Deloitte, a chief investment officer at Hung To Capital Management Co., Ltd. and an overseas investment and operations director at Qingdao Haier Co., Ltd. Mr. Wang is certified as an association chartered accountant and a Hong Kong institute of certified public accountant. 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.
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.
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.
(1) Represents (i) 19,973,832 Class A ordinary shares underlying the options that have become fully vested as of February 28, 2025 or will become fully vested within 60 days after February 28, 2025 and (ii) 3,704,135 Class A ordinary shares and 10,423,503 Class B ordinary shares held by Dragon Rabbit Capital Limited, a British Virgin Islands company.
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.
Each holder of Class A ordinary shares is entitled to one vote per Class A ordinary share. Each holder of our Class B ordinary shares is entitled to ten votes per Class B ordinary share. Our Class B ordinary shares are convertible at any time by the holder into Class A ordinary shares on a share-for-share basis.
(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.
Li is 1001 Apartment No.2 Building, Jinyedu Binhai Park, 59 Heping Avenue, Haikou City, Hainan Province, China. (4) Represents 78,061,780 Class A ordinary shares held by JD.com Investment Limited, as reported in a Schedule 13D filing jointly by JD.com Investment Limited and JD.com, Inc on December 6, 2024. The business address of Mr.
Cheng is No.4-2-502 Dong Hua Shi Nan Li Yi Qu, Dongcheng District, Beijing, PRC.
Zhang is Building 1, Kechuang 11 Street, Beijing, P.R. China. (5) The business address of Mr. Cheng is No.4-2-502 Dong Hua Shi Nan Li Yi Qu, Dongcheng District, Beijing, PRC.
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).
The calculations in the table below are based on 348,079,154 ordinary shares outstanding as of February 28, 2025, including 17,373,500 Class B ordinary shares outstanding and 330,705,654 Class A ordinary shares outstanding (excluding 21,043,338 Class A ordinary shares, represented by 7,014,446 ADSs, reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan). 105 Table of Contents Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Removed
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.
Removed
Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Removed
Fullshare Investment Management III Limited is the general partner of Fullshare Value Fund II L.P., and is wholly owned by Five Seasons XII Limited, which is a wholly owned subsidiary of Five Seasons XVIII (A) Limited.

Item 7. Management's Discussion & Analysis

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

12 edited+12 added−3 removed13 unchanged
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.
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 Hopeful Tourism Limited to be returned and transferred to JD.com Investment Limited.
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”).
After the restructuring of HNA Group, these affiliates of HNA Tourism were no longer our related parties. Before 2021, we provided financing to certain affiliates of HNA Tourism (the “HNA Affiliates”) with total principal amount of RMB540 million and full allowance for current expected credit losses was provided for receivables due from HNA Affiliates (“HNA debts”).
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.
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 was credited to our consolidated statements of comprehensive loss for the year ended December 31, 2022.
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.
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 as the settlement of remaining HNA debts.
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.
In December 2021, we received cash of RMB0.3 million and 531,591 shares of HNA Airlines with value of RMB1 million as part of the settlement of the HNA debts, of which current expected credit losses allowance was fully provided in the prior years.
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.
Accordingly, a reversal of current expected credit losses allowance at the amount of RMB1.3 million was credited to the consolidated statements of comprehensive loss in 2021.
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.
For the year ended December 31, 2023 and 2024, we received cash of RMB211.8 thousand and RMB211.3 thousand (US$28.9 thousand) from HNA Trust with the equivalent trust units deregistered according to the trust agreement. Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—B. Compensation.” 110 Table of Contents Share Incentive Plans See “Item 6.
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.
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.
As a result of the share transfer, Caissa Group beneficially owned 78,061,780 Class A ordinary shares.
As a result of the share transfer, Hopeful Tourism Limited beneficially owned 78,061,780 Class A ordinary shares.
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.
As of December 31, 2020, the five-year term for the strategic partnership had expired, and the carrying value of the intangible assets was nil. 108 Table of Contents In November 2020, pursuant to a share purchase agreement and certain amendments, JD.com E-commerce (Investment) Hong Kong Corporation Limited transferred 12,436,780 Class A ordinary shares of our company to Hopeful Tourism Limited, a subsidiary of Caissa Group, and JD.com Investment Limited transferred all its shares in Fabulous Jade Global Limited, which then held 65,625,000 Class A ordinary shares of our company, to Hopeful Tourism Limited.
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.
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 JD.com, Inc.
We sold packaged tours through Caissa’s platform and the commission fees to Caissa were insignificant.
We sell packaged tours through Trip.com’s online platform and the commission fees to Trip.com were insignificant. We purchase travel products from Trip.com’s online platform, which were insignificant.
Removed
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.
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 Hopeful Tourism Limited to be returned and transferred to JD.com Investment Limited and JD.com Investment Limited was registered as the holder of a total of 78,061,780 Class A ordinary shares of our company.
Removed
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
During the year ended December 31, 2024, we paid JD.com, Inc. a commission of RMB38.5 thousand (US$5.3 thousand) for selling products on the JD platform, revenues from JD.com, Inc. consist of RMB1,164.4 thousand (US$159.5 thousand) for providing travel services and RMB151.0 thousand (US$20.7 thousand) for team-building services.
Removed
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.
Added
Relationship with Hopeful Tourism Limited In November 2020, pursuant to a share purchase agreement and certain amendments, Hopeful Tourism Limited completed the purchase of all Class A ordinary shares held by JD.com, Inc.
Added
We sold packaged tours through Caissa’s platform and the commission fees to Caissa were insignificant. During the year ended December 31, 2023, we received cash of RMB332.4 thousand and 311,075 shares of Caissa Tosun Development Co., Ltd. (listed on the Shenzhen Stock Exchange).
Added
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 million 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 million through a private placement transaction in May 2015.
Added
Revenues from Trip.com consist of commission fees for the booking of hotel rooms and air tickets through our online platform, amounted of RMB45.9 thousand, nil and RMB111.3 thousand (US$15.2 thousand) for the years ended December 31, 2022, 2023 and 2024, respectively. Relationship with Beijing Hengxin International Travel Agency Co., Ltd. Beijing Hengxin International Travel Agency Co., Ltd.
Added
(“Hengxin”) is one of our assoicates. We purchased travel products from Hengxin’s online platform, amounted to RMB2.7 million and RMB7.9 million (US$1.1 million) for the years ended December 31, 2023 and 2024, respectively. Relationship with Guangxi Yijianyou Tourism Operation Co., Ltd. Guangxi Yijianyou Tourism Operation Co., Ltd. (“Yijianyou”) is one of our assoicates.
Added
We purchased travel products from Yijianyou, amounted to nil and RMB890.5 thousand (US$122.0 thousand) for the years ended December 31, 2023 and 2024, respectively.
Added
Revenues from Yijianyou consist of commission fees for promoting travel products by live streaming, amounted to RMB28.0 thousand and RMB352.3 thousand (US$48.3 thousand) for the years ended December 31, 2023, and 2024, respectively. 109 Table of Contents Relationship with Fullshare Holdings Limited Fullshare Holdings Limited is one of our principal shareholders.
Added
We purchased travel products from Fullshare Holdings Limited, amounted to nil, nil and RMB8.5 million (US$1.2 million) for the years ended December 31, 2022, 2023 and 2024, respectively.
Added
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.
Added
Directors, Senior Management and Employees—B. Compensation.” C. Interests of Experts and Counsel Not applicable.

Other TOUR 10-K year-over-year comparisons