Tuniu (TOUR) director exercises 2,499 Restricted Shares into ADSs

Rhea-AI Filing Summary

Tuniu Corp director Xu Liangjie exercised derivative awards into ordinary shares and ADSs. Xu converted 2,499 Restricted Shares into 2,499 Class A Ordinary Shares on 2026-04-09. Each Restricted Share represented a contingent right to one Class A Ordinary Share.

On the same date, 833 American depositary shares were reported as acquired, corresponding to the converted Class A Ordinary Shares, since each ADS represents three Class A Ordinary Shares. Following these transactions, Xu directly owned 39,151 ADSs of Tuniu Corp.

Insider Trade Summary

Net Buyer: 833 shares

Net Buy 2 txns

Insider Xu Liangjie

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share	2,499	$0.00	$0.00
Exercise	American depositary share	833	$0.00	$0.00

Holdings After Transaction: Restricted Share — 0 shares (Direct); American depositary share — 39,151 shares (Direct)

Footnotes (2)

1. F1. Each American depositary share ("ADS") represents three Class A ordinary shares, par value US$0.0001 per share, of the Issuer.
2. F2. Each Restricted Share represents a contingent right to receive one Class A Ordinary Share upon settlement.

Key Figures

Restricted Shares exercised: 2,499 shares ADS acquired via exercise: 833 ADS ADS holdings after transaction: 39,151 ADS +2 more

5 metrics

Restricted Shares exercised 2,499 shares Exercise of Restricted Shares into Class A Ordinary Shares on 2026-04-09

ADS acquired via exercise 833 ADS Non-derivative entry related to derivative exercise on 2026-04-09

ADS holdings after transaction 39,151 ADS Total American depositary shares directly owned following transactions

ADS to ordinary share ratio 1 ADS = 3 Class A Ordinary Shares Stated in footnote describing ADS structure

Exercise price per Restricted Share $0.00 per share Conversion or exercise price field for derivative transaction

Key Terms

American depositary share, Restricted Share, Class A Ordinary Share, Exercise or conversion of derivative security

4 terms

American depositary share financial

"security_title: "American depositary share" and footnote on ADS representing 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

"security_title: "Restricted Share" and footnote stating each Restricted Share represents a contingent right"

Class A Ordinary Share financial

"underlying_security_title: "Class A Ordinary Share" and footnote on par value and ADS ratio"

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.

Exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security" for code M"

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 04/13/2026 - 11:10 AM Learn about SEC filing dates

FAQ

What insider transaction did Tuniu (TOUR) director Xu Liangjie report?

Tuniu director Xu Liangjie reported exercising derivative awards, converting 2,499 Restricted Shares into 2,499 Class A Ordinary Shares. The filing also shows 833 American depositary shares acquired the same day, with these ADSs representing the newly issued Class A Ordinary Shares.

How many American depositary shares does Xu Liangjie hold in Tuniu (TOUR) after this filing?

After the reported transactions, Xu Liangjie directly holds 39,151 American depositary shares of Tuniu Corp. This figure comes from the total_shares_following_transaction field for the ADS entry and reflects his direct ownership position following the derivative exercise event.

What is the share ratio between Tuniu (TOUR) ADSs and Class A Ordinary Shares?

Each Tuniu American depositary share represents three Class A Ordinary Shares. This ratio is stated in the footnotes, which explain that one ADS equals three Class A Ordinary Shares with a par value of US$0.0001 per share, defining how underlying equity links to ADSs.

What do Tuniu (TOUR) Restricted Shares represent in this insider filing?

Each Restricted Share represents a contingent right to receive one Class A Ordinary Share upon settlement. The filing’s footnotes clarify this structure, showing that 2,499 Restricted Shares converted into 2,499 Class A Ordinary Shares when they were exercised on the reported transaction date.

Was the Tuniu (TOUR) insider transaction an open-market purchase or a derivative exercise?

The transaction was a derivative exercise, not an open-market purchase. The filing uses transaction code “M” and describes it as an exercise or conversion of a derivative security, converting Restricted Shares into Class A Ordinary Shares and corresponding American depositary shares for the director.

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^*

Xu Liangjie

(Last) (First) (Middle)

12011 MAGNOLIA COURT

(Street)

SARATOGA CALIFORNIA 95070

(City) (State) (Zip)

UNITED STATES

(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		833	A	$0	39,151	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			2,499	04/09/2026	05/09/2032	Class A Ordinary Share	2,499	$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/ Liangjie Xu	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)