TOUR Tuniu Corporation

(1) Calculation is based on the total number of ordinary shares in Row 11 above divided by the sum of total number of ordinary shares outstanding as of March 31, 2017, which was 379,637,335, consisting of 362,263,835 Class A ordinary shares and 17,373,500 Class B ordinary shares (excluding the 1,594,209 Class A ordinary shares issued and reserved for future grants under the Issuer’s share incentive plans), 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.

(1) Calculation is based on the total number of ordinary shares in Row 11 above divided by the sum of total number of ordinary shares outstanding as of March 31, 2017, which was 379,637,335, consisting of 362,263,835 Class A ordinary shares and 17,373,500 Class B ordinary shares (excluding the 1,594,209 Class A ordinary shares issued and reserved for future grants under the Issuer’s share incentive plans), 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.

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “ Statement ”) constitutes Amendment No. 1 to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “ Commission ”) on January 9, 2015 (the “ Original Filing ”) by each of Mr. Haifeng Yan and Verne Capital Limited (“ Verne ,” together with Mr. Haifeng Yan, the “ Reporting Persons ”), with respect to the ordinary shares, par value $0.0001 per share (the “ Ordinary Shares ”), of Tuniu Corporation, a company organized under the laws of the Cayman Islands (the “ Issuer ”), whose principal executive offices are located at Tuniu Building No. 699-32, Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210042, The People’s Republic of China. Except as amended hereby, the Original Filing remains in full force and effect. Capitalized terms used but not defined in this Statement have the meanings ascribed to them in the Original Filing.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

On January 21, 2016, the Issuer issued 90,909,091 Class A Ordinary Shares to BHR Winwood Investment Management Limited, immediately following which each Reporting Person’s beneficial ownership in the Issuer dropped to below 5%.

Item 5. Interest in Securities of the Issuer.

Item 5(a)—(b) of the Schedule 13D is hereby amended and restated as follows:

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement are hereby incorporated by reference in this Item 5.

As of the date of this filing, Mr. Haifeng Yan beneficially owned 15,573,733 Ordinary Shares of the Issuer, representing 4.2% of the Issuer's outstanding Ordinary Shares. The 15,573,733 Ordinary Shares beneficially owned by Mr. Yan comprise of (i) 4,104,137 Class A Ordinary Shares and 6,949,997 Class B Ordinary Shares beneficially owned by Verne, and (ii) 4,978,635 Class A Ordinary Shares that Mr. Yan has the right to acquire upon exercise of options or vesting of restricted shares within 60 days after the date of this filing.

Verne is wholly owned by Magic Worldwide Limited, a British Virgin Islands company which is wholly owned by a trust, of which Mr. Yan’s family is the beneficiary. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Yan may be deemed to beneficially own all of the Ordinary Shares of the Issuer held by Verne.

Based on their beneficial ownership of Ordinary Shares, Verne and Mr. Haifeng Yan control 13.7% and 14.5%, respectively, of the total voting power of the outstanding Ordinary Shares of the Issuer as of the date of the filing. The percentages of voting power is calculated by dividing the voting power beneficially owned by the Reporting Persons by the voting power of all of the Issuer’s holders of Class A Ordinary Shares and Class B Ordinary Shares as a single class. Each holder of Class A Ordinary Shares is entitled to one vote per share and each holder of Class B Ordinary Shares is entitled to ten votes per share on all matters submitted to them for a vote.

The percentage of the class of securities identified pursuant to Item 1 beneficially owned by each of the Reporting Persons and the percentage of the voting power of the Ordinary Shares held by each of the Reporting Persons are based on 379,637,335 Ordinary Shares outstanding as of March 31, 2017, consisting of 362,263,835 Class A Ordinary Shares and 17,373,500 Class B Ordinary Shares (excluding the 1,594,209 Class A Ordinary Shares issued and reserved for future grants under the Issuer’s share incentive plans).

Except as set forth in this Item 5, to the best knowledge of the Reporting Persons, no person identified in Schedule A hereto beneficially owns any Ordinary Shares.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Ordinary Shares that they may be deemed to beneficially own.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Ordinary Shares during the past 60 days.

Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

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.

SCHEDULE A

Directors and Executive Officers of Verne Capital Limited

The names of the directors and the names and titles of the executive officers of Verne and their principal occupations are set forth below. The business address of each of the directors and executive officers is Tuniu Building No. 699-32, Xuanwudadao, Xuanwu District, Nanjing, Jiangsu Province 210042, People’s Republic of China.