Tuniu (TOUR) director converts 1,248 restricted shares into ADSs

Rhea-AI Filing Summary

Tuniu Corp director Cheng Haijin exercised equity awards into ordinary shares and ADSs. On April 9, 2026, Cheng exercised 1,248 Restricted Shares, each convertible into one Class A Ordinary Share. The exercise resulted in acquiring 416 American depositary shares (ADSs), consistent with each ADS representing three Class A Ordinary Shares.

After these conversions, Cheng directly holds 19,552 ADSs. The transactions reflect the exercise and settlement of equity compensation and do not involve any open-market buying or selling of the company’s stock.

Insider Trade Summary

1,248 shares exercised/converted

Mixed 2 txns

Insider Cheng Haijin

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share	1,248	$0.00	--
Exercise	American depositary share	416	$0.00	--

Holdings After Transaction: Restricted Share — 0 shares (Direct); American depositary share — 19,552 shares (Direct)

Footnotes (1)

1. Each American depositary share ("ADS") represents three Class A ordinary shares, par value US$0.0001 per share, of the Issuer. Each Restricted Share represents a contingent right to receive one Class A Ordinary Share upon settlement.

Key Figures

Restricted Shares exercised: 1,248 shares ADS acquired from conversion: 416 ADSs ADS holdings after transaction: 19,552 ADSs +1 more

4 metrics

Restricted Shares exercised 1,248 shares Exercised on April 9, 2026 as equity award settlement

ADS acquired from conversion 416 ADSs Resulting non-derivative position from exercising 1,248 underlying shares

ADS holdings after transaction 19,552 ADSs Directly held by Cheng Haijin following April 9, 2026 conversion

ADS to share ratio 1 ADS = 3 Class A Ordinary Shares Stated conversion ratio in footnotes

Key Terms

American depositary share, Restricted Share, Class A Ordinary Share, derivative exercise/conversion

4 terms

American depositary share financial

"Each American depositary share ("ADS") represents three Class A ordinary shares"

An American Depositary Share (ADS) is a U.S.-listed certificate that represents a specified number of shares in a foreign company, held by a custodian bank; it works like a receipt that allows U.S. investors to buy and trade foreign equity on American exchanges without dealing with another country’s markets. Investors care because ADSs make foreign stocks easier to access, improve liquidity and settlement in dollars, and can affect dividend payments, voting rights and regulatory oversight compared with buying the underlying foreign shares directly.

Restricted Share financial

"Each Restricted Share represents a contingent right to receive one Class A Ordinary Share"

Class A Ordinary Share financial

"represents three Class A ordinary shares, par value US$0.0001 per share"

A Class A ordinary share is a type of common stock a company issues that carries a specific set of rights—most often particular voting power, dividend terms, or transfer rules—distinct from other share classes. For investors it matters because those rights affect control over company decisions, how income is paid out, and how easy shares are to buy or sell; think of it like a tiered ticket that gives different access and influence at the same event.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion for the Restricted Share entry"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cheng Haijin

(Last) (First) (Middle)

NO.4-2-502 DONG HUA SHI NAN LI YI QU

(Street)

BEIJING F4 100062

(City) (State) (Zip)

CHINA

(Country)

2. Issuer Name and Ticker or Trading Symbol
Tuniu Corp [ TOUR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/09/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
American depositary share(1)	04/09/2026		M		416	A	$0	19,552	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share	(2)	04/09/2026		M			1,248	04/09/2026	05/09/2032	Class A Ordinary Share	1,248	$0	0	D

Explanation of Responses:

1. Each American depositary share ("ADS") represents three Class A ordinary shares, par value US$0.0001 per share, of the Issuer.

2. Each Restricted Share represents a contingent right to receive one Class A Ordinary Share upon settlement.

	/s/ Haijin Cheng	04/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Tuniu (TOUR) director Cheng Haijin report in this Form 4?

Director Cheng Haijin reported exercising equity awards into Tuniu shares. On April 9, 2026, he converted 1,248 Restricted Shares into Class A Ordinary Shares, which in turn yielded 416 American depositary shares (ADSs), reflecting routine settlement of stock-based compensation rather than market trading.

How many shares did Cheng Haijin acquire in the latest Tuniu (TOUR) filing?

Cheng exercised 1,248 Restricted Shares, each representing a right to receive one Class A Ordinary Share. This conversion produced 416 American depositary shares (ADSs), consistent with the three-to-one share-to-ADS ratio, and increased his directly held ADS position without any open-market purchase or sale.

How many Tuniu (TOUR) ADSs does Cheng Haijin hold after these transactions?

Following the April 9, 2026 transactions, Cheng directly holds 19,552 American depositary shares of Tuniu. This figure reflects his position after converting 1,248 Restricted Shares into Class A Ordinary Shares and then into 416 ADSs under the company’s established ADS share ratio.

Did the Tuniu (TOUR) Form 4 involve any open-market stock sales or purchases?

The Form 4 reflects no open-market buying or selling. Instead, it shows the exercise and settlement of 1,248 Restricted Shares into Class A Ordinary Shares and then into 416 ADSs, a compensation-related conversion rather than a discretionary trade on the open market.

What is the ADS conversion ratio for Tuniu (TOUR) disclosed in this Form 4?

Each Tuniu American depositary share (ADS) represents three Class A Ordinary Shares. This ratio is stated in the footnotes and explains why 1,248 underlying Class A Ordinary Shares correspond to 416 ADSs (1,248 divided by three), aligning the reported share counts across the derivative and non-derivative entries.

How are Tuniu (TOUR) Restricted Shares described in the insider filing?

Each Restricted Share is described as a contingent right to receive one Class A Ordinary Share upon settlement. When these Restricted Shares vest and are exercised, they convert into ordinary shares, which can then be represented by American depositary shares (ADSs) according to the disclosed three-to-one share-to-ADS ratio.