Tuniu : 2020 Financial Reports Annual

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
  OR

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2020.

OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  OR
• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report.........................

For the transition period from	to
Commission file number: 001-36430

Tuniu Corporation

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant's name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

Tuniu Building No. 699-32

Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210042

The People's Republic of China

(Address of principal executive offices)

Mr. Anqiang Chen,, Financial Controller

Telephone: +(86) 25 86853969

Email: [e-mail]

Tuniu Building No. 699-32

Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210042

The People's Republic of China

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.
	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
	American depositary shares (one		TOUR		The Nasdaq Stock Market LLC
	American depositary share			(The Nasdaq Global Market)
	representing three Class A ordinary
	shares, par value US$0.0001 per share)
	Class A ordinary shares, par value			The Nasdaq Stock Market LLC
	US$0.0001 per share*			(The Nasdaq Global Market)

• Not for trading, but only in connection with the listing on The Nasdaq Global Market of American depositary shares. Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

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Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

371,958,044 Class A ordinary shares (including 18,842,688 Class A ordinary shares, represented by 6,280,896 ADSs, repurchased and reserved for the future exercise of options or the vesting of other awards under the 2008 Plan and the 2014 Plan) and 17,373,500 Class B ordinary shares, par value

US$0.0001 per share, as of December 31, 2020.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

◻ Yes ⌧ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

◻ Yes ⌧ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

⌧ Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of

Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).	No
⌧ Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	◻	Accelerated filer	⌧
Non-accelerated filer	◻	Emerging growth company	☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.

• The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

	⌧ Yes	◻ No
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP	International Financial Reporting Standards as issued by the International Accounting	Other
⌧	Standards Board	◻

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. ◻ Item 17 ◻ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

◻ Yes ◻ No

Table of Contents

		TABLE OF CONTENTS
INTRODUCTION	1
FORWARD-LOOKING INFORMATION	2
PART I			3
Item	1.	Identity of Directors, Senior Management and Advisers	3
Item	2.	Offer Statistics and Expected Timetable	3
Item	3.	Key Information	3
Item	4.	Information on the Company	48
Item	4A.	Unresolved Staff Comments	82
Item	5.	Operating and Financial Review and Prospects	82
Item	6.	Directors, Senior Management and Employees	103
Item	7.	Major Shareholders and Related Party Transactions	115
Item	8.	Financial Information	117
Item	9.	The Offer and Listing	118
Item	10.	Additional Information	119
Item	11.	Quantitative and Qualitative Disclosures about Market Risk	133
Item	12.	Description of Securities Other than Equity Securities	134
PART II			136
Item	13.	Defaults, Dividend Arrearages and Delinquencies	136
Item	14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	136
Item	15.	Controls and Procedures	136
Item	16A. Audit Committee Financial Expert	137
Item	16B.	Code of Ethics	137
Item	16C.	Principal Accountant Fees and Services	138
Item	16D. Exemptions from the Listing Standards for Audit Committees	138
Item	16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	138
Item	16F.	Change in Registrant's Certifying Accountant	139
Item	16G. Corporate Governance	139
Item	16H. Mine Safety Disclosure	139
PART III			140
Item	17.	Financial Statements	140
Item	18.	Financial Statements	140
Item	19.	Exhibits	141
SIGNATURES	144
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

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INTRODUCTION

In this annual report, except where the context otherwise requires and for purposes of this annual report only:

• "we," "us," "our company," "our," or "Tuniu" refers to Tuniu Corporation, a Cayman Islands company, its subsidiaries, and, in the context of describing our operations and consolidated financial information, also include the consolidated affiliate entities, Nanjing Tuniu Technology Co., Ltd., or Nanjing Tuniu, and its subsidiaries;
• "gross bookings" refer to the total amount paid by our customers for the travel products that we have delivered and the travel services that we have rendered, including the related taxes, fees and other charges borne by our customers;
• "trips" refers to the number of packaged tours sold by us, including organized tours and self-guided tours;
• "China" or "PRC" refers to the People's Republic of China, excluding, for the purpose of this annual report only, Taiwan, Hong Kong and Macau;
• "shares" or "ordinary shares" refers to our ordinary shares, which include both Class A ordinary shares and Class B ordinary shares;
• "ADSs" refer to American depositary shares, representing our Class A ordinary shares; each ADS represents three Class A ordinary shares;
• "U.S. GAAP" refers to generally accepted accounting principles in the United States;
• "RMB" or "Renminbi" refers to the legal currency of China;
• "$," "dollars," "US$" or "U.S. dollars" refers to the legal currency of the United States; and
• all discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

Our business is primarily conducted in China and almost all of our revenues are denominated in Renminbi. However, periodic reports made to shareholders will include current period amounts translated into U.S. dollars using the then current exchange rates, for the convenience of the readers. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of Renminbi into foreign exchange and through restrictions on foreign trade. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this annual report were made at a rate of RMB6.5250 to US$1.00, the noon buying rate in effect as of December 31, 2020.

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FORWARD-LOOKING INFORMATION

This annual report on Form 20-F contains forward-looking statements that reflect our current expectations and views of future events. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify these forward-looking statements by terminology such as "may," "will," "expect," "anticipate," "future," "intend," "plan," "believe," "estimate," "is/are likely to" or other similar expressions. We have based these forward- looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to:

• our goals and strategies;
• the expected growth of the online leisure travel market in China;
• our expectations regarding demand for our products and services;
• our expectations regarding our relationships with customers and travel suppliers;
• our ability to offer competitive travel products and services;
• our future business development, results of operations and financial condition;
• competition in our industry in China;
• relevant government policies and regulations relating to our corporate structure, business and industry;
• the impact of the COVID-19 on our business operations, the travel industry and the economy of China and elsewhere generally;
• general economic and business condition in China and elsewhere; and
• assumptions underlying or related to any of the foregoing.

We would like to caution you not to place undue reliance on these forward-looking statements and you should read these statements in conjunction with the risk factors disclosed in "Item 3.D. Key Information-Risk Factors." Those risks are not exhaustive. We operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement. We do not undertake any obligation to update or revise the forward-looking statements, statements, whether as a result of new information, future events or otherwise, except as required under applicable law.

This annual report also contains statistical data and estimates that we obtained from industry publications and reports generated by government agencies and third-party providers of market intelligence. These industry publications and reports generally indicate that the information contained therein was obtained from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. Although we believe that the publications and reports are reliable, we have not independently verified the data.

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