Exhibit A

Execution Version

AMENDMENT NO. 2 TO INVESTOR RIGHTS AGREEMENT

This AMENDMENT NO. 2 (this “Amendment”), dated as of February 19, 2016, is made by and between Tuniu Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”), and BHR Winwood Investment Management Limited, a company incorporated under the laws of Hong Kong (“BHR”).

RECITALS

 

A. The Company and HNA Tourism Holding (Group) Co., Ltd. (“HNA”) entered into a Subscription Agreement (the “Subscription Agreement”) and an Investor Rights Agreement (“IRA”) each dated as of November 20, 2015, and each amended on December 31, 2015, pursuant to which the Company agreed to issue and sell to HNA, and HNA agreed to purchase from the Company, certain Class A ordinary shares in a private placement and HNA was provided certain rights as an investor in connection with the purchase of such shares;

 

B. Pursuant to an Assignment and Assumption Agreement and Joinder entered into between HNA and BHR on January 20, 2016 (the “Assignment Agreement”), HNA assigned to BHR and BHR accepted the assignment of, all of the rights, remedies, duties, obligations, terms, provisions and covenants of HNA under the Subscription Agreement and the IRA.

 

C. Due to changes in circumstances, the Company and BHR desire to further amend the IRA on the terms and conditions set out in this Amendment.

NOW, THEREFORE, each of the Company and BHR hereby agrees as follows:

 

1. Amendment to Section 1.01(b) of the IRA. Section 1.01(b) of the IRA is hereby amended and restated to read in its entirety as follows:

“(b) Each of the following terms is defined in the Section set forth opposite such term:

 

     

Term

   Section

Agreement

   Preamble

Company

   Preamble

Effective Date

   Preamble

e-mail

   5.02

HKIAC

   5.09

HNA

   Preamble

HNA Director

   2.01(a)

Investor

   Preamble

PDF

   5.05

Rules

   5.09

Subscription Agreement”                

   Preamble”

 

2. Amendment to Section 2.01 of the IRA. Section 2.01 of the IRA is hereby amended and restated to read in its entirety as follows: