Tuniu Corp (NASDAQ: TOUR) director exercises 1,350 restricted shares into ADSs

Rhea-AI Filing Summary

Tuniu Corp director Cheng Haijin reported a routine equity award exercise. On May 9, 2026, he exercised 1,350 Restricted Shares, each convertible into one Class A ordinary share, and received 45 American depositary shares (ADSs) after applying the issuer’s new 1 ADS = 30 Class A shares ratio. Following the transaction, he directly holds 2,000 ADSs. The filing shows an exercise of derivative securities with no open-market purchases or sales.

Insights

Equity compensation analyst

Routine equity award exercise increases direct ADS holdings with no sale.

The filing shows Cheng Haijin exercising 1,350 Restricted Shares into Class A ordinary shares, which translate into 45 ADSs under the 1-for-30 ADS Ratio Change. This is classified as a derivative exercise, not an open‑market trade.

After the transaction, he holds 2,000 ADSs directly, and there are no remaining Restricted Shares from this grant. With no reported sales or tax-withholding dispositions, the activity appears to be a standard compensation-related conversion rather than a directional bet on the stock.

Insider Trade Summary

Net Buyer: 45 shares

Net Buy 2 txns

Insider Cheng Haijin

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Share	1,350	$0.00	$0.00
Exercise	American depositary share	45	$0.00	$0.00

Holdings After Transaction: Restricted Share — 0 shares (Direct); American depositary share — 2,000 shares (Direct)

Footnotes (2)

1. F1. Effective April 22, 2026, the Issuer changed the ratio of its American Depositary Shares ("ADSs") from one (1) ADS representing three (3) Class A ordinary shares to one (1) ADS representing thirty (30) Class A ordinary shares (the "ADS Ratio Change"). The amount of securities reported on this Form 4 reflect the ADS Ratio Change.
2. F2. Each Restricted Share represents a contingent right to receive one Class A Ordinary Share upon settlement.

Key Figures

Restricted Shares exercised: 1,350 shares ADSs received: 45 ADSs ADS holdings after transaction: 2,000 ADSs +2 more

5 metrics

Restricted Shares exercised 1,350 shares Derivative exercise on May 9, 2026

ADSs received 45 ADSs Resulting from restricted share exercise and ADS ratio

ADS holdings after transaction 2,000 ADSs Direct ownership following May 9, 2026 transactions

ADS Ratio Change 1 ADS = 30 Class A shares Effective April 22, 2026

Restricted Share expiration May 9, 2032 Expiration date for the derivative security

Key Terms

American depositary share, ADS Ratio Change, Restricted Share, Class A Ordinary Share

4 terms

American depositary share financial

"The Issuer changed the ratio of its American Depositary Shares ("ADSs") from one (1) ADS representing three (3) Class A ordinary shares to one (1) ADS representing thirty (30) 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.

ADS Ratio Change financial

"The amount of securities reported on this Form 4 reflect the ADS Ratio Change."

An ads ratio change is an adjustment to how many American Depositary Shares (ADS) represent one unit of a foreign company’s ordinary shares — like changing whether a cake is cut into 2 or 10 slices. Investors care because it alters the number of tradable ADS, the implied price per ADS and an investor’s ownership stake, which can affect liquidity, perceived value and comparisons of holdings across markets.

Restricted Share financial

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

Class A Ordinary Share financial

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

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.

FAQ

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

Cheng Haijin reported exercising 1,350 Restricted Shares into Class A ordinary shares, resulting in 45 ADSs under Tuniu Corp’s new 1 ADS = 30 Class A shares ratio. After this routine equity award exercise, he directly holds 2,000 ADSs in Tuniu Corp.

Did Cheng Haijin buy or sell Tuniu Corp (TOUR) shares on the market?

The filing shows no open-market buys or sells. Instead, Cheng Haijin exercised derivative securities, converting 1,350 Restricted Shares into Class A ordinary shares and receiving 45 ADSs. This is a compensation-related derivative exercise rather than a discretionary market trade.

How many Tuniu Corp (TOUR) ADSs does Cheng Haijin own after the transaction?

Following the May 9, 2026 transactions, Cheng Haijin directly owns 2,000 Tuniu Corp American depositary shares. This total reflects the impact of exercising 1,350 Restricted Shares and the issuer’s adjusted ADS ratio of one ADS representing thirty Class A ordinary shares.

What is the ADS Ratio Change mentioned in the Tuniu Corp (TOUR) Form 4?

Effective April 22, 2026, Tuniu Corp changed its ADS ratio from one ADS representing three Class A ordinary shares to one ADS representing thirty. All share amounts reported in this Form 4, including the 45 ADSs and 2,000 ADSs held, already reflect this ADS Ratio Change.

What are Restricted Shares in the Tuniu Corp (TOUR) Form 4 filing?

Each Restricted Share represents a contingent right to receive one Class A ordinary share upon settlement. In this filing, 1,350 Restricted Shares were exercised or settled into Class A shares, which correspond to 45 ADSs under Tuniu Corp’s updated 1 ADS = 30 Class A shares ratio.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/11/2026 - 07:12 AM Learn about SEC filing dates

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 CHINA 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)
05/09/2026

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)	05/09/2026		M		45(1)	A	$0	2,000(1)	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)	05/09/2026		M			1,350	05/09/2026	05/09/2032	Class A Ordinary Share	1,350	$0	0	D

Explanation of Responses:

1. Effective April 22, 2026, the Issuer changed the ratio of its American Depositary Shares ("ADSs") from one (1) ADS representing three (3) Class A ordinary shares to one (1) ADS representing thirty (30) Class A ordinary shares (the "ADS Ratio Change"). The amount of securities reported on this Form 4 reflect the ADS Ratio Change.

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

	/s/ Haijin Cheng	05/11/2026
	** 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)