SEC Form SC 13D/A filed by Tuniu Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
TUNIU CORPORATION
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
89977P106(1)
(CUSIP Number)
Ying Zhou, Esq.
c/o Hony Capital
Suite 09, 70/F Two International Finance Centre
8 Finance Street
Central, Hong Kong
+852 3961 9700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 10, 2021
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| (1) | There is no CUSIP for the Class A Ordinary Shares. This CUSIP number applies to the Issuer’s American depositary shares (the “ADSs”), each representing three Class A Ordinary Shares. |
| CUSIP No. 89977P106 | Page 2 |
| 1. |
NAMES OF REPORTING PERSONS
Unicorn Riches Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
17,658,208 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
17,658,208 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,658,208 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%(2) | |||||
| 14. | TYPE OF REPORTING PERSON
CO | |||||
| (2) | Calculated based on the number in Row 11 above divided by 353,172,383 Class A Ordinary Shares outstanding as of February 28, 2021, as disclosed in the Issuer’s annual report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2021. |
| CUSIP No. 89977P106 | Page 3 |
| 1. |
NAMES OF REPORTING PERSONS
Hony Capital Fund V, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
OO | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
17,658,208 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
17,658,208 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,658,208 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%(2) | |||||
| 14. | TYPE OF REPORTING PERSON
PN | |||||
| (2) | Calculated based on the number in Row 11 above divided by 353,172,383 Class A Ordinary Shares outstanding as of February 28, 2021, as disclosed in the Issuer’s annual report on Form 20-F filed with the SEC on April 29, 2021. |
| CUSIP No. 89977P106 | Page 4 |
| 1. |
NAMES OF REPORTING PERSONS
Hony Capital Fund V GP, L.P. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
17,658,208 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
17,658,208 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,658,208 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%(2) | |||||
| 14. | TYPE OF REPORTING PERSON
PN | |||||
| (2) | Calculated based on the number in Row 11 above divided by 353,172,383 Class A Ordinary Shares outstanding as of February 28, 2021, as disclosed in the Issuer’s annual report on Form 20-F filed with the SEC on April 29, 2021. |
| CUSIP No. 89977P106 | Page 5 |
| 1. |
NAMES OF REPORTING PERSONS
Hony Capital Fund V GP Limited | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
17,658,208 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
17,658,208 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,658,208 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%(2) | |||||
| 14. | TYPE OF REPORTING PERSON
CO | |||||
| (2) | Calculated based on the number in Row 11 above divided by 353,172,383 Class A Ordinary Shares outstanding as of February 28, 2021, as disclosed in the Issuer’s annual report on Form 20-F filed with the SEC on April 29, 2021. |
| CUSIP No. 89977P106 | Page 6 |
| 1. |
NAMES OF REPORTING PERSONS
Legend Holdings Corporation | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
17,658,208 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
17,658,208 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,658,208 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%(2) | |||||
| 14. | TYPE OF REPORTING PERSON
CO | |||||
| (2) | Calculated based on the number in Row 11 above divided by 353,172,383 Class A Ordinary Shares outstanding as of February 28, 2021, as disclosed in the Issuer’s annual report on Form 20-F filed with the SEC on April 29, 2021. |
| CUSIP No. 89977P106 | Page 7 |
| 1. |
NAMES OF REPORTING PERSONS
John Huan Zhao | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
17,658,208 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
17,658,208 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,658,208 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%(2) | |||||
| 14. | TYPE OF REPORTING PERSON
IN | |||||
| (2) | Calculated based on the number in Row 11 above divided by 353,172,383 Class A Ordinary Shares outstanding as of February 28, 2021, as disclosed in the Issuer’s annual report on Form 20-F filed with the SEC on April 29, 2021. |
| CUSIP No. 89977P106 | Page 8 |
| 1. |
NAMES OF REPORTING PERSONS
Yonggang Cao | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
17,658,208 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
17,658,208 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,658,208 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%(2) | |||||
| 14. | TYPE OF REPORTING PERSON
IN | |||||
| (2) | Calculated based on the number in Row 11 above divided by 353,172,383 Class A Ordinary Shares outstanding as of February 28, 2021, as disclosed in the Issuer’s annual report on Form 20-F filed with the SEC on April 29, 2021. |
| CUSIP No. 89977P106 | Page 9 |
| 1. |
NAMES OF REPORTING PERSONS
Minsheng Xu | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | SOURCE OF FUNDS
AF | |||||
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
☐ | |||||
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7. | SOLE VOTING POWER
0 | ||||
| 8. | SHARED VOTING POWER
17,658,208 | |||||
| 9. | SOLE DISPOSITIVE POWER
0 | |||||
| 10. | SHARED DISPOSITIVE POWER
17,658,208 | |||||
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,658,208 | |||||
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%(2) | |||||
| 14. | TYPE OF REPORTING PERSON
IN | |||||
| (2) | Calculated based on the number in Row 11 above divided by 353,172,383 Class A Ordinary Shares outstanding as of February 28, 2021, as disclosed in the Issuer’s annual report on Form 20-F filed with the SEC on April 29, 2021. |
This Amendment No. 4 (this “Amendment”) amends and supplements the Schedule 13D relating to the Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), of Tuniu Corporation, a company organized under the laws of the Cayman Islands (the “Issuer”), filed by Unicorn Riches Limited (“Unicorn”), Hony Capital Fund V, L.P., Hony Capital Fund V GP, L.P., Hony Capital Fund V GP Limited, Legend Holdings Corporation and John Huan Zhao with the United States Securities and Exchange Commission (the “SEC”) on May 18, 2015, as previously amended and supplemented by an amendment to Schedule 13D filed on May 26, 2015 (as so amended, the “Original Schedule 13D”). This Amendment No. 4 is being filed by the Reporting Persons to report the sale of an aggregate 875,781 ADSs of the Issuer by certain of the Reporting Persons. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Original Schedule 13D. This Amendment No. 4 reports transactions effected by the Reporting Persons from the date of the Schedule 13D to the date that this Amendment No. 4 is filed with the SEC.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended and supplemented as follows:
During the period from September 8, 2021 to November 10, 2021, Unicorn Riches Limited sold an aggregate of 875,781 ADSs of the Issuer in open market sales for a gross sales price of US$1.4602 per ADS or US$1,278,773 in the aggregate. On November 10, 2021, the closing price of the ADSs on the New York Stock Exchange was US$1.31 per ADS.
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: November 12, 2021
| UNICORN RICHES LIMITED | ||
| By: | /s/ John Huan ZHAO | |
| Name: | John Huan ZHAO | |
| Title: | Authorized Signatory | |
| HONY CAPITAL FUND V, L.P. | ||
| Acting by its sole general partner Hony Capital Fund V GP, L.P. | ||
| By: | /s/ John Huan ZHAO | |
| Name: | John Huan ZHAO | |
| Title: | Authorized Signatory | |
| HONY CAPITAL FUND V GP, L.P. | ||
| Acting by its sole general partner Hony Capital Fund V GP Limited | ||
| By: | /s/ John Huan ZHAO | |
| Name: | John Huan ZHAO | |
| Title: | Authorized Signatory | |
| HONY CAPITAL FUND V GP LIMITED | ||
| By: | /s/ John Huan ZHAO | |
| Name: | John Huan ZHAO | |
| Title: | Authorized Signatory | |
| LEGEND HOLDINGS CORPORATION | ||
| By: | /s/ NING Min | |
| Name: | NING Min | |
| Title: | Authorized Signatory | |
| JOHN HUAN ZHAO | ||
| By: | /s/ John Huan ZHAO | |
| Name: | John Huan ZHAO | |
| YONGGANG CAO | ||
| By: | /s/ Yonggang CAO | |
| Name: | Yonggang CAO | |
| MINSHENG XU | ||
| By: | /s/ Minsheng XU | |
| Name: | Minsheng XU | |