Subdocument 1 - SC 13G/A - SCHEDULE 13G/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

Tuniu Corporation
(Name of Issuer)

 

Ordinary shares of par value of $0.0001 per share
(Title of Class of Securities)

 

89977P106(1)
(CUSIP Number)

 

December 31, 2015
(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

  (1) This CUSIP number applies to the American depositary shares of Tuniu Corporation, each representing three Class A ordinary shares.

 

  

 

 

 

1

Name of Reporting Person
Gobi Fund II, L.P.
2 Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
3 SEC Use Only
4 Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5 Sole Voting Power
0
6 Shared Voting Power
17,536,494 Class A ordinary shares(1)
7 Sole Dispositive Power
0
8 Shared Dispositive Power
17,536,494 Class A ordinary shares(1)
9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,536,494 Class A ordinary shares(1)

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11 Percent of Class Represented by Amount in Row (9)
6.1%(2)
12 Type of Reporting Person
PN
       

 

  (1) Represented by 5,845,498 American depositary shares of the Issuer.

 

  (2) Calculation is based on the total number of ordinary shares in Row 9 above divided by the total number of ordinary shares outstanding as of December 31, 2015, which was 286,970,892, consisting of 269,597,392 Class A ordinary shares (excluding the 1,851,561 Class A ordinary shares issued to the depositary bank of the Issuer and reserved for future exercise of options or vesting of other awards granted under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

2 

 

 

 

1

Name of Reporting Person
Gobi Ventures, Inc.
2 Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
3 SEC Use Only
4 Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5 Sole Voting Power
0
6 Shared Voting Power
17,536,494 Class A ordinary shares(1)
7 Sole Dispositive Power
0
8 Shared Dispositive Power
17,536,494 Class A ordinary shares(1)
9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,536,494 Class A ordinary shares(1)

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11 Percent of Class Represented by Amount in Row (9)
6.1%(2)
12 Type of Reporting Person
CO
       

 

  (1) Represented by 5,845,498 American depositary shares of the Issuer.

 

  (2) Calculation is based on the total number of ordinary shares in Row 9 above divided by the total number of ordinary shares outstanding as of December 31, 2015, which was 286,970,892, consisting of 269,597,392 Class A ordinary shares (excluding the 1,851,561 Class A ordinary shares issued to the depositary bank of the Issuer and reserved for future exercise of options or vesting of other awards granted under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

3 

 

 

 

1

Name of Reporting Person
Wai Kit Lau
2 Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
3 SEC Use Only
4 Citizenship or Place of Organization
United Kingdom
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5 Sole Voting Power
0
6 Shared Voting Power
17,536,494 Class A ordinary shares(1)
7 Sole Dispositive Power
0
8 Shared Dispositive Power
17,536,494 Class A ordinary shares(1)
9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,536,494 Class A ordinary shares(1)

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11 Percent of Class Represented by Amount in Row (9)
6.1%(2)
12 Type of Reporting Person
HC IN
       

 

  (1) Represented by 5,845,498 American depositary shares of the Issuer.

 

  (2) Calculation is based on the total number of ordinary shares in Row 9 above divided by the total number of ordinary shares outstanding as of December 31, 2015, which was 286,970,892, consisting of 269,597,392 Class A ordinary shares (excluding the 1,851,561 Class A ordinary shares issued to the depositary bank of the Issuer and reserved for future exercise of options or vesting of other awards granted under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

4 

 

 

 

1

Name of Reporting Person
Chuan Chung Wang
2 Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
3 SEC Use Only
4 Citizenship or Place of Organization
Taiwan (Republic of China)
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5 Sole Voting Power
0
6 Shared Voting Power
17,536,494 Class A ordinary shares(1)
7 Sole Dispositive Power
0
8 Shared Dispositive Power
17,536,494 Class A ordinary shares(1)
9

Aggregate Amount Beneficially Owned by Each Reporting Person

17,536,494 Class A ordinary shares(1)

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11 Percent of Class Represented by Amount in Row (9)
6.1%(2)
12 Type of Reporting Person
HC IN
       

 

  (1) Represented by 5,845,498 American depositary shares of the Issuer.

 

  (2) Calculation is based on the total number of ordinary shares in Row 9 above divided by the total number of ordinary shares outstanding as of December 31, 2015, which was 286,970,892, consisting of 269,597,392 Class A ordinary shares (excluding the 1,851,561 Class A ordinary shares issued to the depositary bank of the Issuer and reserved for future exercise of options or vesting of other awards granted under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

 

5 

 

  

 

1

Name of Reporting Person
Jiang Tao
2 Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
3 SEC Use Only
4 Citizenship or Place of Organization
People’s Republic of China
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5 Sole Voting Power
0
6 Shared Voting Power
0
7 Sole Dispositive Power
0
8 Shared Dispositive Power
0
9

Aggregate Amount Beneficially Owned by Each Reporting Person

0

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11 Percent of Class Represented by Amount in Row (9)
0%
12 Type of Reporting Person
HC IN
       

 

 

6 

 

  

 

1

Name of Reporting Person
Zhu Lin
2 Check the Appropriate Box if a Member of a Group
(a) ☐
(b) ☐
3 SEC Use Only
4 Citizenship or Place of Organization
People’s Republic of China
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5 Sole Voting Power
0
6 Shared Voting Power
0
7 Sole Dispositive Power
0
8 Shared Dispositive Power
0
9

Aggregate Amount Beneficially Owned by Each Reporting Person

0

10 Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11 Percent of Class Represented by Amount in Row (9)
0%
12 Type of Reporting Person
HC IN
       

7 

 

 

Item 1(a).

Name of Issuer:

 

Tuniu Corporation

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

Tuniu Building No. 699-32

Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210042

People’s Republic of China

Item 2(a).

Name of Person Filing:

 

This amendment No. 1 to Schedule 13G is being filed jointly by Gobi Fund II, L.P., a limited partnership organized under the laws of Cayman Islands (“Gobi II”), Gobi Ventures, Inc., a company organized under the laws of British Virgin Islands (“Gobi Ventures”), Wai Kit Lau, Chuan Chung Wang, Jiang Tao and Zhu Lin (each, a “Reporting Person” and, collectively, the “Reporting Persons”).

 

Gobi II holds 17,536,494 Class A ordinary shares of Tuniu Corporation (“Issuer”), represented by 5,845,498 American depositary shares of the Issuer. Gobi Ventures is the general partner of Gobi II as well as one of its limited partners. Wai Kit Lau and Chuan Chung Wang each beneficially owns 50% and 50% of Gobi Ventures, respectively. Jiang Tao and Zhu Lin have ceased to be the beneficial owners of Gobi Ventures and do not hold any beneficial interest in Gobi II. Because of their relationship to Gobi II, each of Gobi Ventures, Wai Kit Lau and Chuan Chung Wang, may be deemed to beneficially own the Class A ordinary shares of the Issuer that are held by Gobi II pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of Gobi Ventures, Wai Kit Lau and Chuan Chung Wang hereby disclaims any beneficial ownership of the ordinary shares of the Issuer held by Gobi II, except to the extent of their respective pecuniary interest therein.

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

 

Gobi Fund II, L.P.

Harbour Place, 2nd Floor

103 South Church Street

P.O. Box 472, George Town

Grand Cayman KY1-1106

Cayman Islands

 

Gobi Ventures, Inc.

Suite 801, 8/F

Chinachem Century Tower

178 Gloucester Road, Wanchai

Hong Kong

 

Wai Kit Lau

Building 7, Innovation Park

399 Keyuan Road

Shanghai, 201203

People’s Republic of China

 

Chuan Chung Wang

No. 1, Section 311, National Road

Longtan Township, Taoyuan County

Taiwan

 

Jiang Tao

Building 7, Innovation Park

399 Keyuan Road

Shanghai, 201203

People’s Republic of China

 

Zhu Lin

Building 7, Innovation Park

399 Keyuan Road

Shanghai, 201203

People’s Republic of China

   

 

 

8 

 

 

   
Item 2(c).

Citizenship:

 

See item 4 of each of the cover pages

Item 2(d).

Title of Class of Securities:

 

Ordinary shares, including Class A ordinary shares and Class B ordinary shares of par value of $0.0001 per share.

 

The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Each Class A ordinary share is entitled to one vote, whereas each Class B ordinary share is entitled to ten votes.

Item 2(e).

CUSIP No.:

 

89977P106

 

This CUSIP number applies to the American depositary shares of the Issuer, each representing three Class A ordinary shares of the Issuer, par value $0.0001 per share.

 

 

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: 

 

  Not applicable
   
Item 4. Ownership

 

 

 

The following information with respect to the ordinary shares of par value of $0.0001 per share of the Issuer, including ordinary shares represented by American depositary shares, held by the reporting persons is provided as of December 31, 2015:  

 

Reporting Person   Amount
beneficially
owned:
  Percent of
class*:
    Sole power
to vote
or direct
the vote:
    Shared power to vote
or to direct the vote:
  Sole power to
dispose or to direct
the disposition of:
    Shared power to dispose
or to direct the
disposition of:
Gobi II   17,536,494 Class A
ordinary shares
    6.1 %     0     17,536,494 Class A
ordinary shares
    0     17,536,494 Class A
ordinary shares
Gobi Ventures   17,536,494 Class A
ordinary shares
    6.1 %     0     17,536,494 Class A
ordinary shares
    0     17,536,494 Class A
ordinary shares
Wai Kit Lau   17,536,494 Class A
ordinary shares
    6.1 %     0     17,536,494 Class A
ordinary shares
    0     17,536,494 Class A
ordinary shares
Chuan Chung Wang   17,536,494 Class A
ordinary shares
    6.1 %     0     17,536,494 Class A
ordinary shares
    0     17,536,494 Class A
ordinary shares
Jiang Tao   0     0 %     0     0     0     0
Zhu Lin   0     0 %     0     0     0     0

  

 

 

* Calculation of percentage is based on the total number of ordinary shares beneficially owned by each Reporting Person above divided by the total number of ordinary shares outstanding as of December 31, 2015, which was 286,970,892, consisting of 269,597,392 Class A ordinary shares (excluding the 1,851,561 Class A ordinary shares issued to the depositary bank of the Issuer and reserved for future exercise of options or vesting of other awards granted under the Issuer’s share incentive plans) and 17,373,500 Class B ordinary shares. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

 

Gobi II, a limited partnership organized under the laws of Cayman Islands, is the record owner of 5,845,498 American depositary shares representing 17,536,494 Class A ordinary shares of the Issuer. The general partner of Gobi II is Gobi Ventures, which is also a limited partner of Gobi II. Each of Wai Kit Lau and Chuan Chung Wang beneficially owns 50% and 50% of Gobi Ventures, respectively. Jiang Tao and Zhu Lin have ceased to the beneficial owners of Gobi Ventures and do not hold any beneficial interest in Gobi II. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, because of their relationship to Gobi II, each of Gobi Ventures, Wai Kit Lau and Chuan Chung Wang may be deemed to beneficially own the Class A ordinary shares of the Issuer that are held by Gobi II. Each of Gobi Ventures, Wai Kit Lau and Chuan Chung Wang hereby disclaims any beneficial ownership of the ordinary shares of the Issuer directly held by Gobi II, except to the extent of their respective pecuniary interest therein.

 

 

9 

 

 

Item 5. Ownership of Five Percent or Less of a Class

 

Not applicable

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

Item 8. Identification and Classification of Members of the Group

 

Not applicable

 

Item 9. Notice of Dissolution of Group

 

Not applicable

 

Item 10. Certifications

 

Not applicable

 

10 

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

99.A Joint Filing Agreement, dated February 13, 2015, between Gobi Fund II, L.P., Gobi Ventures, Inc., Wai Kit Lau, Chuan Chung Wang, Jiang Tao and Zhu Lin.

 

11 

 

 

SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated February 5, 2016 Gobi Fund II, L.P.
   
 

/s/ Wai Kit Lau

  Name: Wai Kit Lau
  Title: Director of its General Partner
   
   
  Gobi Ventures, Inc.
   
 

/s/ Wai Kit Lau

  Name: Wai Kit Lau
  Title: Director
   
   
  Wai Kit Lau
 

/s/ Wai Kit Lau

   
   
  Chuan Chung Wang
 

/s/ Chuan Chung Wang

   
   
  Jiang Tao
 

/s/ Jiang Tao

   
   
  Zhu Lin
 

/s/ Zhu Lin

   

 

 

12