UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

Tuniu Corporation

(Name of Issuer)

 

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

 

89977P106(1)

(CUSIP Number)

 

December 31, 2018

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

(1) This CUSIP number applies to the American Depositary Shares of Tuniu Corporation, each representing three Class A ordinary shares.

 

 

 

   

 

 

1

NAMES OF REPORTING PERSONS

 

Fullshare Holdings Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.5%(3)

12

TYPE OF REPORTING PERSON

 

CO

       

 

 

(1)Including 4,104,137 Class A ordinary shares and 4,733,171 American Depository Shares of the Issuer. Each American Depository Share represents three Class A ordinary shares. Each Class A ordinary share is entitled to one vote.

 

(2)Each Class B ordinary share is entitled to ten votes.

 

(3)Calculation is based on the total number of ordinary shares in Row 9 above divided by the total number of issued and outstanding ordinary shares of the Issuer as of March 31, 2018, which was 389,123,410, consisting of 371,749,910 Class A ordinary shares (excluding the 208,134 Class A ordinary shares, represented by 69,378 American Depository Shares, issued and reserved for the future exercise of options or the vesting of other awards under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares, as reported by the Issuer in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2018, plus the number of Class A ordinary shares the reporting person has the right to acquire, including upon exercise of options and vesting of restricted shares and restricted share units, within 60 days after the date of this filing. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

 2 

 

 

1

NAMES OF REPORTING PERSONS

 

Five Seasons XII Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.5%(3)

12

TYPE OF REPORTING PERSON

 

CO

       

 

 

(1)Including 4,104,137 Class A ordinary shares and 4,733,171 American Depository Shares of the Issuer. Each American Depository Share represents three Class A ordinary shares. Each Class A ordinary share is entitled to one vote.

 

(2)Each Class B ordinary share is entitled to ten votes.

 

(3)Calculation is based on the total number of ordinary shares in Row 9 above divided by the total number of issued and outstanding ordinary shares of the Issuer as of March 31, 2018, which was 389,123,410, consisting of 371,749,910 Class A ordinary shares (excluding the 208,134 Class A ordinary shares, represented by 69,378 American Depository Shares, issued and reserved for the future exercise of options or the vesting of other awards under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares, as reported by the Issuer in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2018, plus the number of Class A ordinary shares the reporting person has the right to acquire, including upon exercise of options and vesting of restricted shares and restricted share units, within 60 days after the date of this filing. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

 3 

 

 

1

NAMES OF REPORTING PERSONS

 

Fullshare Value Fund II L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.5%(3)

12

TYPE OF REPORTING PERSON

 

PN

       

 

 

(1)Including 4,104,137 Class A ordinary shares and 4,733,171 American Depository Shares of the Issuer. Each American Depository Share represents three Class A ordinary shares. Each Class A ordinary share is entitled to one vote.

 

(2)Each Class B ordinary share is entitled to ten votes.

 

(3)Calculation is based on the total number of ordinary shares in Row 9 above divided by the total number of issued and outstanding ordinary shares of the Issuer as of March 31, 2018, which was 389,123,410, consisting of 371,749,910 Class A ordinary shares (excluding the 208,134 Class A ordinary shares, represented by 69,378 American Depository Shares, issued and reserved for the future exercise of options or the vesting of other awards under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares, as reported by the Issuer in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2018, plus the number of Class A ordinary shares the reporting person has the right to acquire, including upon exercise of options and vesting of restricted shares and restricted share units, within 60 days after the date of this filing. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

 4 

 

 

1

NAMES OF REPORTING PERSONS

 

Fullshare Investment Management III Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.5%(3)

12

TYPE OF REPORTING PERSON

 

OO

       

 

 

(1)Including 4,104,137 Class A ordinary shares and 4,733,171 American Depository Shares of the Issuer. Each American Depository Share represents three Class A ordinary shares. Each Class A ordinary share is entitled to one vote.

 

(2)Each Class B ordinary share is entitled to ten votes.

 

(3)Calculation is based on the total number of ordinary shares in Row 9 above divided by the total number of issued and outstanding ordinary shares of the Issuer as of March 31, 2018, which was 389,123,410, consisting of 371,749,910 Class A ordinary shares (excluding the 208,134 Class A ordinary shares, represented by 69,378 American Depository Shares, issued and reserved for the future exercise of options or the vesting of other awards under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares, as reported by the Issuer in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2018, plus the number of Class A ordinary shares the reporting person has the right to acquire, including upon exercise of options and vesting of restricted shares and restricted share units, within 60 days after the date of this filing. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

 5 

 

 

1

NAMES OF REPORTING PERSONS

 

Five Seasons XV Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,253,647 ordinary shares, consisting of 18,303,650 Class A ordinary shares(1) and 6,949,997 Class B ordinary shares(2)

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.5%(3)

12

TYPE OF REPORTING PERSON

 

CO

       

 

 

(1)Including 4,104,137 Class A ordinary shares and 4,733,171 American Depository Shares of the Issuer. Each American Depository Share represents three Class A ordinary shares. Each Class A ordinary share is entitled to one vote.

 

(2)Each Class B ordinary share is entitled to ten votes.

 

(3)Calculation is based on the total number of ordinary shares in Row 9 above divided by the total number of issued and outstanding ordinary shares of the Issuer as of March 31, 2018, which was 389,123,410, consisting of 371,749,910 Class A ordinary shares (excluding the 208,134 Class A ordinary shares, represented by 69,378 American Depository Shares, issued and reserved for the future exercise of options or the vesting of other awards under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares, as reported by the Issuer in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2018, plus the number of Class A ordinary shares the reporting person has the right to acquire, including upon exercise of options and vesting of restricted shares and restricted share units, within 60 days after the date of this filing. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

 6 

 

 

SCHEDULE 13G

 

Item 1(a)Name of Issuer:

 

Tuniu Corporation

 

Item 1(b)Address of Issuer’s Principal Executive Offices:

 

Tuniu Building, No. 699-32

Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210042

People’s Republic of China

 

Item 2(a)Name of Person Filing:

 

Each of the following is hereinafter referred to as a “Reporting Person”. This statement is filed on behalf of:

 

(i)Fullshare Holdings Limited;
(ii)Five Seasons XII Limited;
(iii)Fullshare Value Fund II L.P.;
(iv)Fullshare Investment Management III Limited; and
(v)Five Seasons XV Limited.

 

Item 2(b)Address or Principal Business Office, or, if None, Residence:

 

Fullshare Holdings Limited

Unit 10-12, Level 43

Champion Tower

Three Garden Road, Central

Hong Kong

 

Five Seasons XII Limited

Vistra Corporate Services Centre, Wickhams Cay II

Road Town, Tortola, VG1110

British Virgin Islands

 

Fullshare Value Fund II L.P.

c/o Campbells Corporate Services Limited

Floor 4, Willow House

Cricket Square, Grand Cayman KY1-9010

Cayman Islands

 

Fullshare Investment Management III Limited

c/o Campbells Corporate Services Limited

Floor 4, Willow House

Cricket Square, Grand Cayman KY1-9010

Cayman Islands

 

Five Seasons XV Limited

Vistra Corporate Services Centre, Wickhams Cay II

Road Town, Tortola, VG 1110

British Virgin Islands

 

Item 2(c)Citizenship:

 

See item 4 of each of the cover pages.

 

 7 

 

 

Item 2(d)Title of Class of Securities:

 

Ordinary shares, including Class A ordinary shares and Class B ordinary shares, par value of $0.0001 per share.

 

The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each Class A ordinary share is entitled to one vote, whereas each Class B ordinary share is entitled to ten votes. 

 

Item 2(e)CUSIP No.:

 

The CUSIP number 89977P106 applies to the American Depositary Shares of the Issuer, each representing three Class A ordinary shares of the Issuer, par value $0.0001 per share.

 

Item 3.If this Statement is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), Check whether the Person filing is a:

 

Not applicable

 

Item 4.Ownership

 

The following information with respect to the ordinary shares of par value of $0.0001 per share of the Issuer, including ordinary shares represented by American Depositary Shares, held by the reporting persons is provided as of the filing date:

 

          Number of shares as to which the person has
Reporting Person  Amount
beneficially
owned:
  Percent
of class:
   Sole power to
vote or to direct
the vote:
  Shared
power to
vote or to
direct the
vote:
   Sole power to
dispose or to
direct the
disposition of:
  Shared power
to dispose or
to direct the
disposition of:
 
Fullshare Holdings Limited  18,303,650 Class A ordinary shares   6.5%  18,303,650 Class A ordinary shares   0   18,303,650 Class A ordinary shares   0 
   6,949,997 Class B ordinary shares       6,949,997 Class B ordinary shares       6,949,997 Class B ordinary shares     
Five Seasons XII Limited  18,303,650 Class A ordinary shares   6.5%  18,303,650 Class A ordinary shares   0   18,303,650 Class A ordinary shares   0 
   6,949,997 Class B ordinary shares       6,949,997 Class B ordinary shares       6,949,997 Class B ordinary shares     
Fullshare Value Fund II L.P.  18,303,650 Class A ordinary shares   6.5%  18,303,650 Class A ordinary shares   0   18,303,650 Class A ordinary shares   0 
   6,949,997 Class B ordinary shares       6,949,997 Class B ordinary shares       6,949,997 Class B ordinary shares     
Fullshare Investment Management III Limited  18,303,650 Class A ordinary shares   6.5%  18,303,650 Class A ordinary shares   0   18,303,650 Class A ordinary shares   0 
   6,949,997 Class B ordinary shares       6,949,997 Class B ordinary shares       6,949,997 Class B ordinary shares     
Five Seasons XV Limited  18,303,650 Class A ordinary shares   6.5%  18,303,650 Class A ordinary shares   0   18,303,650 Class A ordinary shares   0 
   6,949,997 Class B ordinary shares       6,949,997 Class B ordinary shares       6,949,997 Class B ordinary shares     

 

The calculations in the table above are based on the total number of issued and outstanding ordinary shares of the Issuer as of March 31, 2018, which was 389,123,410, consisting of 371,749,910 Class A ordinary shares (excluding 208,134 Class A ordinary shares, represented by 69,378 American Depository Shares, issued and reserved for the future exercise of options or the vesting of other awards under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares, par value $0.0001 per share, as reported by the Issuer in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 26, 2018, plus the number of Class A ordinary shares the reporting person has the right to acquire, including upon exercise of options and vesting of restricted shares and restricted share units, within 60 days after the date of this filing. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

Five Seasons XV Limited is the holder of 18,303,650 Class A ordinary shares (including 4,104,137 Class A ordinary shares and 4,733,171 American Depository Shares, each American Depository Share represents three Class A ordinary shares) and 6,949,997 Class B ordinary shares of the Issuer. Five Seasons XV Limited is a wholly owned subsidiary of Fullshare Value Fund II L.P.. 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 Fullshare Holdings Limited. Accordingly, Fullshare Value Fund II L.P., Fullshare Investment Management III Limited, Five Seasons XII Limited and Fullshare Holdings Limited may be deemed to beneficially own the securities directly held by Five Seasons XV Limited.

 

Item 5.Ownership of Five Percent or Less of a Class

 

Not applicable

 

 8 

 

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

Item 8.Identification and Classification of Members of the Group

 

Not applicable

 

Item 9.Notice of Dissolution of Group

 

Not applicable

 

Item 10.Certifications

 

Not applicable

 

 9 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 4, 2019

 

 

  Fullshare Holdings Limited
   
   
  By: /s/ Wang Bo
  Name: Wang Bo
  Title: Director

 

 

 

  Five Seasons XII Limited
   
   
  By: /s/ Wang Bo
  Name: Wang Bo
  Title: Director

 

 

  

  Fullshare Value Fund II L.P.
   
   
 

By: Fullshare Investment Management III Limited

Its General Partner

 

  By:

/s/ Jack Tsai

  Name: Jack Tsai
  Title: Director

 

 

  Fullshare Investment Management III Limited
   
   
  By: /s/ Jack Tsai
  Name: Jack Tsai
  Title: Director

 

 

  Five Seasons XV Limited
   
   
  By: /s/ Wang Bo
  Name: Wang Bo
  Title: Director

 

   

 

 

LIST OF EXHIBITS

 

Exhibit No.  Description
    
99.1  Joint Filing Agreement