Post-effective Amendment to an S-8 Filing (s-8 Pos)
December 11 2020 - 7:27AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 11, 2020
Registration No. 333-198111
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
Tuniu Corporation
(Exact name of registrant as specified
in its charter)
Cayman Islands
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Tuniu Building No. 699-32
Xuanwudadao, Xuanwu District
Nanjing, Jiangsu Province 210042
The People’s Republic of China
+86 (25) 8685-3969
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
2008 Incentive Compensation Plan
2014 Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(Name and address of agent for service)
Tel: +1-212-947-7200
(Telephone number, including area code,
of agent for service)
Copies to:
Mr. Anqiang Chen
Financial Controller
Tuniu Building No. 699-32
Xuanwudadao, Xuanwu District
Nanjing, Jiangsu Province 210042
The People’s Republic of China
Telephone: +(86) 25 86853969
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Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852 3740-4700
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Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
JingAn Kerry Centre, Tower II
46th Floor
1539 Nanjing West Road
Shanghai, the People's Republic of China
+86 21 6193-8200
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Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging
growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨
Accelerated filer x
Non-accelerated filer¨
Emerging growth company¨
Smaller
reporting company¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
On August 13, 2014, Tuniu Corporation, a
company incorporated under the laws of the Cayman Islands (the “Registrant”) filed with the Securities and Exchange
Commission a Registration Statement on Form S-8 (Registration No. 333-198111) registering 23,875,140 Class A ordinary
shares of the Registrant (the “Form S-8”), covering the 2008 Incentive Compensation Plan and the 2014 Share Incentive
Plan. The Registrant is amending the Form S-8 by filing this Post-Effective Amendment No. 1 to Form S-8 (the "Post-Effective
Amendment No. 1") to (i) update the cover page by (x) disclosing the name, address, telephone number of the new agent for
service, (y) disclosing the current filer status and (z) disclosing the current company contact person and Skadden contact persons;(ii)
update the signatures of the new authorized representative in the United States, (iii) update the exhibits by (x) incorporating
a form of amended and restated deposit agreement among the Registrant, the depositary and holders of the American Depositary Receipts
and (y) filing powers of attorney.
Except as revised to reflect the amendments
as illustrated in the above paragraph, this Post-Effective Amendment No. 1 does not update, amend or modify any other information,
statement or disclosure contained in the Form S-8.
The exhibits listed on the accompanying
Exhibit Index are filed as a part of, or incorporated by reference into, this Post-Effective Amendment No. 1 to Form S-8 (see Exhibit
Index below).
EXHIBIT INDEX
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in Nanjing, China, on December 11, 2020.
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Tuniu
Corporation
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By:
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/s/ Dunde Yu
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Name:
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Dunde Yu
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Title:
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Chairman and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints, severally and not jointly, each of Mr. Dunde Yu and Mr.
Anqiang Chen, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for
and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do
and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Dunde Yu
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Chairman of the Board
of Directors
and Chief Executive Officer
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December 11,
2020
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Dunde Yu
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(principal executive officer)
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/s/ Haifeng Yan
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Director
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December 11,
2020
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Haifeng Yan
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/s/ Jie Zhu
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Director
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December 11,
2020
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Jie Zhu
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/s/ Kun Li
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Director
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December 11,
2020
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Kun Li
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Signature
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Title
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Date
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/s/ Cindy Chen
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Independent Director
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December 11,
2020
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Cindy Chen
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/s/ Frank Lin
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Independent Director
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December 11,
2020
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Frank Lin
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/s/ Tao Yang
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Independent Director
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December 11,
2020
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Tao Yang
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/s/ Onward Choi
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Independent Director
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December 11,
2020
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Onward Choi
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/s/ Jack Xu
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Independent Director
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December 11,
2020
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Jack Xu
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/s/ Sheng Li Hu
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Independent Director
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December 11,
2020
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Shengli Hu
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/s/ Anqiang Chen
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(principal financial and accounting
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December 11,
2020
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Anqiang Chen
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officer)
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SIGNATURE OF AUTHORIZED UNITED STATES
REPRESENTATIVE
Pursuant to the
Securities Act, as amended, the undersigned, the duly authorized representative in the United States of Tuniu Corporation,
has signed this Post-Effective Amendment No. 1 to Form S-8 or amendment thereto in New York, New York, the United
States, on December 11, 2020.
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Authorized U.S. Representative
Cogency Global Inc.
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President
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