Item 1 Comment:
This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") relates to the Class A ordinary shares, par value US$0.0001 per share (the "Class A Ordinary Shares"), of Tuniu Corporation, a company organized under the laws of the Cayman Islands (the "Issuer"), and amends and supplements the statement on Schedule 13D filed by BHR Winwood Investment Management Limited ("BHR Winwood"), a company organized under the laws of Hong Kong, and BHR (Shanghai) Investment Fund IV, L.P. ("BHR Fund"), a limited partnership organized under the laws of the People's Republic of China (the "PRC"), on February 1, 2016 (the "Initial Statement"), as amended and supplemented by the Amendment No. 1 filed by BHR Winwood and BHR Fund on February 29, 2016 (the "Amendment No. 1"), the Amendment No. 2 filed by BHR Winwood, BHR Fund and Hong Kong Praise Tourism Investment Limited ("HK Praise Tourism"), a company organized under the laws of Hong Kong, on July 18, 2016 (the "Amendment No. 2") and the Amendment No. 3 filed by BHR Winwood, BHR Fund and HK Praise Tourism on September 30, 2016 (the "Amendment No. 3") (the "Original Schedule 13D", and as amended and supplemented by this Amendment No. 4, the "Statement"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No. 4 have the respective meanings set forth in the Statement.
There is no CUSIP number assigned to the Issuer's Class A Ordinary Shares. The CUSIP number 89977P106 applies to the Issuer's American depositary shares ("ADSs"), each representing three Class A Ordinary Shares. |
| (a) | Item 2 of the Statement is hereby amended and supplemented as follows:
This Statement is being filed jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by the following persons (each, a "Reporting Person" and collectively, the "Reporting Persons"):
(i) BHR Winwood;
(ii) BHR Fund; and
(iii) HK Praise Tourism.
The Reporting Persons have entered into a joint filing agreement relating to the joint filing of the Amendment No. 2 (including any amendments thereto) in accordance with Rule 13d-1(k)(1) under the Exchange Act, a copy of which is attached as Exhibit 7.1 to the Amendment No. 2.
The addresses of the principal executive offices of the Reporting Persons are:
(i) BHR Winwood: Unit 2712A, 27/F, Lanbao International Center, West Dawang Road, Chaoyang District, Beijing, China;
(ii) BHR Fund: Unit 2712A, 27/F, Lanbao International Center, West Dawang Road, Chaoyang District, Beijing, China; and
(iii) HK Praise Tourism: Room 1607, Tower 3, Phase 1, Enterprise Square, 9 Sheung Yuet Road, Kowloon Bay, Kowloon, Hong Kong.
In January 2021, certain creditors of HNA Group applied to the Higher People's Court of Hainan Province in the PRC for the restructuring of HNA Group and its subsidiaries on the ground that HNA Group and its subsidiaries are unable to repay their overdue debts and clearly lack repayment ability. In February 2021, HNA Group received a civil judgement from the Higher People's Court of Hainan Province, which ruled to accept creditors' application for the restructuring of HNA Group and its affiliates. In October 2021, debt restructuring plans (the "Restructuring Plan") of HNA Group and its subsidiaries (the "Restructuring Group") were approved by the Higher People's Court of Hainan Province. Pursuant to the Restructuring Plan, Hainan HNA No. 2 Trust Management Service Co., Ltd. ("No. 2 Trust Service") was established as a limited liability company in the PRC to provide management services to the Trust (as defined below). The controlling shareholder of No. 2 Trust Service is HNA Group Bankruptcy Reorganisation Specialised Service Trust (the "Trust"), a trust established in the PRC and created for the benefit of all the creditors of the Restructuring Group and for the implementation of the Restructuring Plan. The address of the principal offices of both No. 2 Trust Service and the Trust is 25/F, New HNA Building, No. 7 Guoxing Avenue, Melian District, Haikou, Hainan Province, China.
Pursuant to the Restructuring Plan, all the assets of the Restructuring Group shall be delivered to No. 2 Trust Service for the establishment of the Trust. Therefore, as a result of the implementation of the Restructuring Plan, (i) the general partner interest and limited partner interest in BHR Fund previously held by HNA Group, through majority-owned or controlled subsidiaries, are now held by No. 2 Trust Service, through its wholly owned subsidiaries; (ii) HK Praise Tourism has become an indirectly wholly-owned subsidiary of No. 2 Trust Service; (iii) the Nominee Shareholding Agreement dated May 1, 2016 between HK Praise Tourism and Beijing Capital Airlines has been terminated, and HK Praise Tourism holds the relevant securities for its own account; and (iv) voting and disposal of Class A Ordinary Shares (including in the form of ADSs) by the Reporting Persons are subject to approval of the No. 2 Trust Service Board (as defined below) or, if the matters to be voted on are material or the amount of securities to be disposed of is significant, approval of the Management Committee (as defined below) or the Beneficiaries Meeting (as defined below), as applicable.
Pursuant to the Restructuring Plan, the highest authority of the Trust is the general meeting of approximately 15,000 beneficiaries of the Trust (the "Beneficiaries Meeting"), which is entitled to decide all major matters of the Trust. The Beneficiaries Meeting is composed of all creditors of the Restructuring Group whose debts have been repaid with Trust units granted. Any resolutions presented to the Beneficiaries Meeting are subject to approval by more than half or two-thirds of the voting rights present, as applicable. No beneficiary individually is able to independently control the resolutions presented in the Beneficiaries Meeting or exert significant influence over the operation of the Trust.
A management committee (the "Management Committee") is established beneath the Beneficiaries Meeting for the purpose of managing the Trust affairs according to the resolutions and authorization granted or approved in the Beneficiaries Meeting. The Management Committee is composed of 19 members, including 18 creditor representatives and one debtor representative. The members shall be elected and appointed by the Beneficiaries Meeting. Resolutions are subject to the approval of more than half or two-thirds of all members of the Management Committee, as applicable. No member of the Management Committee individually is able to control the Management Committee to make resolutions or exert significant influence over the operation of the Trust.
The trustee of the Trust is a consortium formed by CITIC Trust Corporation Ltd. ("CITIC Trust") and Everbright Xinglong Trust Co., Ltd. ("Everbright Xinglong", together with CITIC Trust, the "Trustees"), both being limited liability companies established in the PRC whose principal businesses are provision of trustee services. The Trustees execute the Trust affairs according to the decision and authorization of the Beneficiaries Meeting and the Management Committee, and have no active decision-making power, and thus cannot control the Trust. The address of the principal office of CITIC Trust is 13/F, Capital Mansion, No. 6 Xinyuan South Road, Chaoyang District, Beijing, China and the address of the principal office of Everbright Xinglong is No. 555 Donggang West Road, Chengguan District, Lanzhou, Gansu Province, China.
No. 2 Trust Service has a board of directors (the "No. 2 Trust Service Board") comprised of seven members nominated from the senior management team of No. 2 Trust Service and two members nominated by the Trustees. No member of the No. 2 Trust Service Board individually is able to control the No. 2 Trust Service Board to make resolutions or exert significant influence over the operation of the No. 2 Trust Service Board.
Certain information with respect to the directors and executive officers of the Reporting Persons and No. 2 Trust Service is set forth in Schedule A (attached as Exhibit 7.A) to this Statement, which information is incorporated herein by reference. The information previously set forth in Schedule A to the Initial Statement and Schedule A to the Amendment No. 2 is hereby amended and replaced in its entirety with information set forth in Schedule A hereto.
None of the Reporting Persons nor, to their knowledge, No. 2 Trust Service, the Trust, the Trustees and any person identified on Schedule A to this Statement has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, the United States federal or state securities laws or finding any violation with respect to such laws. |
| | Item 4 of the Statement is hereby amended and supplemented by deleting the last paragraph of Item 4 of the Original Schedule 13D and replacing it with the following:
Except as set forth in this Statement, the Reporting Persons and, to their knowledge, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement have no present plans, proposals or intentions that would result in or relate to any of the transactions described in clauses (a) though (j) of Item 4 of Schedule 13D under the Exchange Act. Although the foregoing reflects activities and intentions presently contemplated by the Reporting Persons, No. 2 Trust Service, the Trust, the Trustees and the persons identified on Schedule A to this Statement, subject to the terms of the Subscription Agreement and the Investor Rights Agreement, the foregoing is subject to change at any time.
In 2020 and 2023, the following transactions in the ADSs were effected in the open market for the account of HK Praise Tourism by its brokers to cover such brokers' fees for managing its accounts:
(1) On May 29, 2020, a total of 135,532 ADSs were sold at an average price of US$1.07 per ADS;
(2) On December 8, 2023, a total of 100,000 ADSs were sold at an average price of US$0.80 per ADS;
(3) On December 11, 2023, a total of 109,098 ADSs were sold at an average price of US$0.75 per ADS;
(4) On December 18, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS;
(5) On December 19, 2023, a total of 100,000 ADSs were sold at an average price of US$0.68 per ADS; and
(6) On December 20, 2023, a total of 41,020 ADSs were sold at an average price of US$0.66 per ADS.
Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2024, the percentage of Class A Ordinary Shares and ordinary shares of the Issuer beneficially owned by each of the Reporting Persons as of the date of this Amendment No. 4 is approximately 30.4% and 28.9%, respectively. |
