UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of
March 2026
Commission File Number: 001-36430
Tuniu Corporation
6, 8-12th Floor, Building 6-A, Juhuiyuan
No. 108 Xuanwudadao, Xuanwu District
Nanjing, Jiangsu Province 210023
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F x
Form 40-F ¨
EXHIBIT INDEX
| Exhibit No. |
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Description |
| 99.1 |
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Press Release—Tuniu Announces Plan to Implement ADS Ratio Change and Declares Cash Dividend |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Tuniu Corporation |
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By: |
/s/ Anqiang Chen |
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Name: |
Anqiang Chen |
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Title: |
Financial Controller |
Date: March 20, 2026
Exhibit 99.1
Tuniu Announces Plan to Implement ADS Ratio
Change and Declares Cash Dividend
NANJING, China, March 20, 2026 - Tuniu Corporation
(NASDAQ: TOUR) ("Tuniu" or the "Company"), a leading online leisure travel company in China, today announced that
it plans to change the ratio of its American depositary shares ("ADSs") to its Class A ordinary shares (the "ADS Ratio
Change"), from the current ratio of one (1) ADS representing three (3) Class A ordinary shares to a new ratio of one
(1) ADS representing thirty (30) Class A ordinary shares.
For the Company’s ADS holders, the ADS Ratio Change will have
the same effect as a one-for-ten reverse ADS split. A post-effective amendment to the ADS Registration Statement on Form F-6 will
be filed with the U.S. Securities and Exchange Commission to reflect the ADS Ratio Change. The Company anticipates that the ADS Ratio
Change will be effective on or about April 22, 2026, U.S. Eastern Time (the “Effective Date”), subject to the effectiveness
of the post-effective amendment to the ADS Registration Statement on Form F-6 on or before that date.
Upon the Effective Date, ADS holders will be required to surrender
and exchange every ten (10) existing ADSs then held for one (1) new ADS. JPMorgan Chase Bank, N.A., as the depositary bank for
the Company’s ADS program, will arrange for the exchange. The Company’s ADSs will continue to be traded on Nasdaq under the
ticker symbol “TOUR”.
No fractional new ADSs will be issued in connection with the change
in the ADS Ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds
from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS
holders by the depositary bank. The ADS Ratio Change will have no impact on the Company’s underlying Class A ordinary shares,
and no Class A ordinary shares will be issued or cancelled in connection with the ADS Ratio Change.
As a result of the ADS Ratio Change, the trading price of the Company’s
ADSs is expected to increase proportionately upon the effectiveness of the ADS Ratio Change, although the Company can give no assurance
that the ADS trading price after the ADS Ratio Change will be equal to or greater than ten times the ADS trading price before the change.
Declaration of Cash Dividend
Pursuant to the three-year shareholder return plan authorized by the
Company’s board of directors in March 2026, the board of directors has approved and declared a cash dividend totaling approximately
US$13 million. The cash dividend will be payable in U.S. dollars to holders of ordinary shares and of ADSs of record as of the close of
business on May 4, 2026, U.S. Eastern Time. The dividend to holders of ordinary shares will be US$0.0399 per ordinary share, and
expected to be paid on or about May 14, 2026. In light of the ADS Ratio Change, the dividend amount on a per ADS basis will be disclosed
separately after the Effective Date. Dividends to holders of ADSs are expected to be paid on or about May 20, 2026 through the depositary
bank, subject to the terms of the deposit agreement.
About Tuniu
Tuniu (Nasdaq: TOUR) is a leading online leisure travel company in
China that offers integrated travel service with a large selection of packaged tours, including organized and self-guided tours, as well
as travel-related services for leisure travelers through its website tuniu.com and mobile platform. Tuniu provides one-stop leisure travel
solutions and a compelling customer experience through its online platform and offline service network, including a dedicated team of
professional customer service representatives, 24/7 call centers, extensive networks of offline retail stores and self-operated local
tour operators. For more information, please visit http://ir.tuniu.com.
Safe Harbor Statement
This press release contains forward-looking statements made under the
"safe harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities
Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects,"
"anticipates," "future," "intends," "plans," "believes," "estimates," "confident"
and similar statements. Tuniu may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S.
Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements
made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about
Tuniu's beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual
results to differ materially from those in the forward-looking statements. Such factors and risks include, but are not limited to the
following: Tuniu's goals and strategies; the growth of the online leisure travel market in China; the demand for Tuniu’s products
and services; its relationships with customers and travel suppliers; Tuniu’s ability to offer competitive travel products and services;
Tuniu’s future business development, results of operations and financial condition; competition in the online travel industry in
China; government policies and regulations relating to Tuniu’s structure, business and industry; the impact of health epidemics
on Tuniu’s business operations, the travel industry and the economy of China and elsewhere generally; and the general economic and
business condition in China and elsewhere. Further information regarding these and other risks, uncertainties or factors is included in
the Company's filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of
the date of the press release, and Tuniu does not undertake any obligation to update such information, except as required under applicable
law.
For investor and media inquiries, please contact:
China
Mary Chen
Investor Relations Director
Tuniu Corporation
Phone: +86-25-6960-9988
E-mail: ir@tuniu.com
