As filed with the U.S. Securities and Exchange
Commission on March 20, 2026
Registration No. No. 333-195515
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
For Depositary Shares Evidenced by American
Depositary Receipts
___________________
Tuniu Corporation
(Exact name of issuer of deposited securities
as specified in its charter)
n/a
(Translation of issuer's name into English)
Cayman Islands
(Jurisdiction of incorporation or organization
of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its
charter)
270 Park Avenue, Floor 8, New York, New
York 10017
Telephone (800) 990-1135
(Address, including zip code, and telephone number,
including area code, of depositary's principal executive offices)
____________________
Cogency Global, Inc.
122 E. 42nd Street, 18th Floor
New York, New York 10168
Telephone (212) 947-7200
(Address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, Suite 2405
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective
under Rule 466
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immediately upon filing |
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on (Date) at (Time) |
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| If a separate registration statement has been filed to register
the deposited shares, check the following box. ☐ |
CALCULATION OF REGISTRATION FEE
|
Title of each class of
Securities to be registered |
Amount
to be registered |
Proposed maximum aggregate price per unit (1) |
Proposed maximum
aggregate offering price (2) |
Amount of
registration fee |
| American
Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing a specified number of class
A ordinary shares of Tuniu Corporation |
n/a |
n/a |
n/a |
n/a |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such
estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary
Receipts evidencing American Depositary Shares. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus
consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included
as Exhibit A to the form of Second Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment No. 2
to Registration Statement on Form F-6, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES
TO BE REGISTERED
Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
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| (1) |
Name
and address of Depositary |
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Introductory paragraph and bottom of face of American Depositary Receipt |
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| (2) |
Title
of American Depositary Receipts and identity of deposited securities |
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Face of American Depositary Receipt, top center |
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Terms of Deposit: |
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(i) |
Amount
of deposited securities represented by one unit of American Depositary Shares |
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Face of American Depositary Receipt, upper right corner |
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(ii) |
Procedure
for voting, if any, the deposited securities |
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Paragraph (12) |
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(iii) |
Collection
and distribution of dividends |
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Paragraphs (4), (5), (7) and (10) |
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(iv) |
Transmission
of notices, reports and proxy soliciting material |
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Paragraphs (3), (8) and (12) |
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(v) |
Sale
or exercise of rights |
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Paragraphs (4), (5) and (10) |
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(vi) |
Deposit
or sale of securities resulting from dividends, splits or plans of reorganization |
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Paragraphs (4), (5), (10) and (13) |
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(vii) |
Amendment,
extension or termination of the Deposit Agreement |
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Paragraphs (16) and (17) |
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(viii) |
Rights
of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs |
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Paragraph (3) |
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(ix) |
Restrictions
upon the right to deposit or withdraw the underlying securities |
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Paragraphs (1), (2), (4), and (5) |
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(x) |
Limitation
upon the liability of the Depositary |
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Paragraph (14) |
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| (3) |
Fees and Charges |
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Paragraph (7) |
Item 2. AVAILABLE INFORMATION
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Item Number and Caption
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Location in Form of American Depositary
Receipt Filed Herewith as Prospectus |
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| (b) |
Statement that Tuniu Corporation is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended,
and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected and copied
through the Securities and Exchange Commission’s EDGAR system or at public reference facilities maintained by the Securities and
Exchange Commission in Washington, D.C. |
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Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit
Agreement. Form of Second Amended and Restated Deposit Agreement dated as of ,
2026 among Tuniu Corporation, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"),
and all Holders and Beneficial Owners from time to time of ADRs issued thereunder (the "Deposit
Agreement"), including the Form of American Depositary Receipt, is filed herewith as
Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance
of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary
and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary,
as to the legality of the securities being registered. Previously filed. |
| (e) | Certification
under Rule 466. Filed herewith as Exhibit (e). |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the
Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received
from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities,
and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary
undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and
to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered
holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements
of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement,
certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused
this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized,
in The City of New York, State of New York, on March 19, 2026.
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Legal entity created by the form
of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By: |
JPMORGAN CHASE BANK, N.A., as Depositary |
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By: |
/s/
Gregory A. Levendis |
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Name: |
Gregory
A. Levendis |
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Title: |
Executive
Director |
SIGNATURES
Pursuant to
the requirements of the Securities Act of 1933, Tuniu Corporation certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 19, 2026.
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Tuniu Corporation |
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By: |
/s/ Dunde Yu |
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Name: |
Dunde Yu |
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Title: |
Chairman and Chief Executive Officer |
Under the requirements of the Securities Act,
this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on March 19, 2026, in the
capacities indicated.
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Signature |
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Title |
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/s/ Dunde Yu
Dunde Yu
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Chairman of the Board of Directors
and Chief Executive Officer
(principal executive officer) |
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/s/ Anqiang Chen
Anqiang Chen |
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Financial Controller
(Principal Financial and Accounting Officer) |
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/s/ Kan Wang
Kan Wang |
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Director
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/s/ Rui Li
Rui Li |
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Director
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/s/ Haifeng Yan
Haifeng Yan |
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Independent Director
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/s/ Jack Xu
Jack Xu |
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Independent Director
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/s/ Rui Zhang
Rui Zhang |
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Independent Director
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/s/ Haijin Cheng
Haijin Cheng |
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Independent Director
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE
REGISTRANT
Under the Securities Act of 1933, as amended,
the undersigned, the duly authorized representative in the United States of Tuniu Corporation, has signed this Post-Effective Amendment
to Registration Statement on Form F-6 in New York, on March 19, 2026.
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Authorized U.S. Representative
Cogency Global Inc. |
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By: |
/s/ Colleen A. De Vries |
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Name: Colleen A. De Vries |
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Title: Senior Vice President
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INDEX TO EXHIBITS
| Exhibit Number |
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| (a) |
Form of Second Amended
and Restated Deposit Agreement. |
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| (e) |
Rule 466 Certification |
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