NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
20,960,042 Class A ordinary shares
(1)
6,949,997 Class B ordinary shares
(2)
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
20,960,042 Class A ordinary shares
(1)
6,949,997 Class B ordinary shares
(2)
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,960,042 Class A ordinary shares
(1)
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)
7.4%
(3)
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
(1)
|
Including 4,104,137 Class A ordinary shares and 5,618,635 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 ordinary shares outstanding as of March 31, 2017, which was 379,637,335, consisting of 362,263,835 Class A ordinary
shares (excluding the 1,594,209 Class A ordinary shares, represented by 531,403 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, 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.
|
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 2526, Level 25
Admiralty Centre Tower One
18 Harcourt Road, Admiralty
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.
Campbells Corporate Services Limited
Floor 4, Willow House
Cricket Square, Grand Cayman KY1-9010
Cayman Islands
Fullshare Investment Management III Limited
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
See item 4 of each of the cover pages.
|
|
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.
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
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:
|
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
|
|
20,960,042 Class A ordinary shares
6,949,997 Class
B ordinary shares
|
|
|
7.4
|
%
|
|
20,960,042 Class A ordinary shares
6,949,997 Class
B ordinary shares
|
|
|
0
|
|
|
20,960,042 Class A ordinary shares
6,949,997 Class
B ordinary shares
|
|
|
0
|
|
|
Five Seasons XII Limited
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
7.4
|
%
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
0
|
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
0
|
|
|
Fullshare Value Fund II L.P.
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
7.4
|
%
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
0
|
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
0
|
|
|
Fullshare Investment Management III Limited
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
7.4
|
%
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
0
|
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
0
|
|
|
Five Seasons XV Limited
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
7.4
|
%
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
0
|
|
|
20,960,042 Class A ordinary shares
6,949,997 Class B ordinary
shares
|
|
|
0
|
|
The calculations in the table
above are based on 362,263,835 Class A ordinary shares (excluding 1,594,209 Class A ordinary shares represented by 531,403 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 of March 31, 2017.
Five Seasons XV Limited is the
holder of 20,960,042 Class A ordinary shares (including 4,104,137 Class A ordinary shares and 5,618,635 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
|
|
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
Not applicable
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 17, 2017
|
|
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
|
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