Page 2 - Director Nomination Rights

 


Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) 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 the Statement on Schedule 13D filed by BHR (Shanghai) Investment Fund IV, L.P., a limited partnership organized under the laws of the People’s Republic of China (“BHR Fund”), and BHR Winwood Investment Management Limited, a company organized under the laws of Hong Kong (“BHR Winwood” and together with BHR Fund, the “Reporting Persons” and each, a “Reporting Person”), on February 1, 2016 (the “Initial Statement,” and together with this Amendment No. 1, the “Statement”). Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Initial Statement. Capitalized terms used but not defined in this Amendment No. 1 have the respective meanings set forth in the Initial Statement.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

This Amendment No. 1 amends and restates the first paragraph of Item 6 of the Initial Statement as follows:

“On November 20, 2015, HNA and the Issuer entered into the Subscription Agreement. The Subscription Agreement was subsequently amended as of December 31, 2015. HNA and the Issuer also entered into an Investor Rights Agreement dated November 20, 2015, which was subsequently amended as of December 31, 2015 and February 19, 2016 (as so amended, the “Investor Rights Agreement”). On January 20, 2016, HNA assigned its rights pursuant to the Subscription Agreement and the Investor Rights Agreement to BHR Winwood.”

This Amendment No. 1 amends and restates the second paragraph under the heading “Investor Rights Agreement” in Item 6 of the Initial Statement as follows:

“Director Nomination Rights

The Investor Rights Agreement, as amended by Amendment No. 2 to Investor Rights Agreement, dated as of February 19, 2016, provides that for as long as the Reporting Persons, together with their affiliates, beneficially own a number of Class A Ordinary Shares equal to 70% or more of the aggregate number of Shares, the Reporting Persons will be entitled to nominate two individuals to serve on the Board of Directors of the Issuer. The requirement for one of the nominated directors to qualify as an “independent director” under applicable Nasdaq listing rules, included in the original Investor Rights Agreement, was removed pursuant to Amendment No. 2 to Investor Rights Agreement. The director candidates nominated by the Reporting Persons are subject to the approval of the Board of Directors of the Issuer, which approval may not be unreasonably withheld. The Issuer is required pursuant to the Investor Rights Agreement to take certain corporate actions in order to cause the prompt appointment or election of approved director candidates nominated by the Reporting Persons.”

 

Item 7. Material to Be Filed as Exhibits.

The following documents are filed as exhibits to this Statement:

 

     

Exhibit

  

Description

   
Exhibit A    Amendment No. 2 to Investor Rights Agreement dated as of February 19, 2016 between Tuniu Corporation and BHR Winwood Investment Management Limited.