UPDATE: Tuniu Files To Remove F-1

Tuniu Corporation

(“Tuniu” or the “Company”), a leading online leisure travel company in China, today announced that it has entered into a share subscription agreement with Unicorn Riches Limited, a special purpose vehicle of Hony Capital, JD.com E-commerce (Investment) Hong Kong Corporation Limited, a special purpose vehicle of JD.com Inc.

, Ctrip Investment Holding Ltd., a subsidiary of Ctrip.com International, Ltd.

and the respective personal holding companies of Tuniu's chief executive officer and chief operating officer, pursuant to which Tuniu will issue and sell a total of US$148 million newly issued class A ordinary shares to the investors. Pursuant to the agreement, Unicorn Riches Limited, JD.com E-commerce (Investment) Hong Kong Corporation Limited, Ctrip Investment Holding Ltd. and the personal holding companies of Mr. Dunde Yu, Tuniu's chairman of the board and chief executive officer, and Mr. Haifeng Yan, Tuniu's director and chief operating officer, agree to subscribe newly issued Class A ordinary shares of the Company in the amount of US$50 million, US$50 million, US$15 million, US$16.5 million and US$16.5 million, respectively. The purchase price will be US$4.0203 per ordinary share, or the equivalent of US$12.061 per ADS. The purchase price represents the average closing trading prices of the Company's ADSs for the ten trading days prior to the signing of the agreement, adjusted for ADS-to-ordinary share ratio, and represents a small premium over the average of ADS closing trading prices in the last five trading days. This share issuance is made in reliance on, and in compliance with, Regulation S under the Securities Act of 1933, as amended. Each of the investors has agreed not to sell, transfer or dispose of any shares acquired in the transaction for six months after the closing. “We are pleased to welcome Hony Capital and JD.com as our new investors. We look forward to launching several collaborative initiatives with JD.com in the near future. We also expect to deepen our partnership around sharing travel resources with Ctrip, one of our existing major shareholders, which further increased its shareholdings in Tuniu through this transaction,” said Mr. Dunde Yu, chairman of the board and chief executive officer of Tuniu. “Tuniu will continue to enhance our customer experience through improving our services and brand recognition, increasing our penetration into lower-tier cities, and increasing our investments in research and development in technology, mobile, and travel-related products. With these efforts, we are confident that Tuniu will further expand our market share and strengthen our industry leadership,” added Mr. Dunde Yu. In addition, the Company also announced that it has decided not to pursue its proposed registered public offering of ADSs and will withdraw the related registration statement on Form F-1 previously filed with the Securities and Exchange Commission on December 2, 2014.