0001448793-14-000014.txt : 20141020 0001448793-14-000014.hdr.sgml : 20141020 20141020062732 ACCESSION NUMBER: 0001448793-14-000014 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141020 DATE AS OF CHANGE: 20141020 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Tuniu Corp CENTRAL INDEX KEY: 0001597095 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88134 FILM NUMBER: 141163004 BUSINESS ADDRESS: STREET 1: TUNIU BUILDING, NO. 699-32 STREET 2: XUANWUDADAO, XUANWU DISTRICT CITY: NANJING STATE: F4 ZIP: 210042 BUSINESS PHONE: 86 25 86853969 MAIL ADDRESS: STREET 1: TUNIU BUILDING, NO. 699-32 STREET 2: XUANWUDADAO, XUANWU DISTRICT CITY: NANJING STATE: F4 ZIP: 210042 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Prime Capital Management Co Ltd CENTRAL INDEX KEY: 0001448793 IRS NUMBER: 000000000 STATE OF INCORPORATION: K3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: UNIT 2303 LOW BLOCK GRAND MILLENNIUM PLZ STREET 2: 181 QUEEN'S ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 BUSINESS PHONE: 852-3602-5100 MAIL ADDRESS: STREET 1: UNIT 2303 LOW BLOCK GRAND MILLENNIUM PLZ STREET 2: 181 QUEEN'S ROAD CENTRAL CITY: HONG KONG STATE: K3 ZIP: 00000 SC 13D/A 1 13D.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Tuniu Corporation (Name of Issuer) American depository shares, each representing three Class A ordinary shares, par value US$0.0001 per share (Title of Class of Securities) 89977P106 (CUSIP Number) Prime Capital Management Company Limited Unit 2303,23/F Low Block,Grand Millennium Plaza 181 Queen's Road, Central Hong Kong, PRC Attention : YIJUN LIU Telephone :(852)36025100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 9, 2014 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. 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 disclosures provided in the cover page. The information required on the remainder of this cover page shall not be deemed to be filed for the purposes 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). CUSIP No. 89977P106 SCHEDULE 13D Page 2 of 13 Pages 1.NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS(ENTITIES ONLY) Prime Capital Management (Cayman) Limited 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) x 3.SEC USE ONLY 4.SOURCE OF FUNDS(SEE INSTRUCTIONS) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6.CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7.SOLE VOTING POWER 0 8.SHARED VOTING POWER 8,547,285 (upon conversion of the American Depositary Shares) 9.SOLE DISPOSITIVE POWER 0 10.SHARED DISPOSITIVE POWER 8,547,285 (upon conversion of the American Depositary Shares) 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,547,285 (upon conversion of the American Depositary Shares) 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(see instructions) 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24% 14.TYPE OF REPORTING PERSON(see instructions) IA CUSIP No. 89977P106 SCHEDULE 13D Page 3 of 13 Pages 1.NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Prime Capital Management Company Limited 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) x 3.SEC USE ONLY 4.SOURCE OF FUNDS(SEE INSTRUCTIONS) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6.CITIZENSHIP OR PLACE OF ORGANIZATION Hong Kong NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7.SOLE VOTING POWER 0 8.SHARED VOTING POWER 8,547,285 (upon conversion of the American Depositary Shares) 9.SOLE DISPOSITIVE POWER 0 10.SHARED DISPOSITIVE POWER 8,547,285 (upon conversion of the American Depositary Shares) 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,547,285 (upon conversion of the American Depositary Shares) 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(see instructions) 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24% 14.TYPE OF REPORTING PERSON(see instructions) IA CUSIP No. 89977P106 SCHEDULE 13D Page 4 of 13 Pages 1.NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Dragon Billion China Master Fund 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(see instructions) (a) (b) x 3.SEC USE ONLY 4.SOURCE OF FUNDS(SEE INSTRUCTIONS) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6.CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7.SOLE VOTING POWER 0 8.SHARED VOTING POWER 8,197,038 (upon conversion of the American Depositary Shares) 9.SOLE DISPOSITIVE POWER 0 10.SHARED DISPOSITIVE POWER 8,197,038 (upon conversion of the American Depositary Shares) 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,197,038 (upon conversion of the American Depositary Shares) 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(see instructions) 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23% 14.TYPE OF REPORTING PERSON(see instructions) OO CUSIP No:89977P106 SCHEDULE 13D Page 5 of 13 Pages 1.NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Yijun Liu 2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) x 3.SEC USE ONLY 4.SOURCE OF FUNDS(SEE INSTRUCTIONS) OO 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) 6.CITIZENSHIP OR PLACE OF ORGANIZATION People's Republic of China NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7.SOLE VOTING POWER 0 8.SHARED VOTING POWER 8,547,285 (upon conversion of the American Depositary Shares) 9.SOLE DISPOSITIVE POWER 0 10.SHARED DISPOSITIVE POWER 8,547,285 (upon conversion of the American Depositary Shares) 11.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,547,285 (upon conversion of the American Depositary Shares) 12.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES(see instructions) 13.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24% 14.TYPE OF REPORTING PERSON(see instructions) IN,HC CUSIP No: 89977P106 SCHEDULE 13D Page 6 of 13 Pages This Amendment No. 1 amends certain statement on the Schedule 13D filed on September 08, 2014, jointly filed by Prime Capital Management (Cayman) Limited,a Cayman Islands exempted company,Prime Capital Management Company Limited,a Hong Kong limited company, Dragon Billion China Master Fund ,a Cayman Islands exempted company,and Mr. Yijun Liu,a citizen of the People's Republic of China with the Securities and Exchange Commission with respect to ownership relates to the Class A Ordinary Shares, $0.0001 par value per share, of Tuniu Corporation, a Cayman Islands corporation (as previously filed, the "Existing Schedule 13D" and as amended hereby, this "Schedule 13D". Except as set forth below, the disclosure in the Existing Schedule 13D remains unchanged.Capitalized terms used herein which are not defined herein have the meaning given to them in the Existing Schedule 13D. CUSIP Number: 89977P106 SCHEDULE 13D Page 7 of 13 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The first sentence of the third paragraph of Item 3 of the Existing Schedule 13D is hereby amended and restated as follows: Details of the acquisition since the Existing Schedule 13D are included in Exhibit A and Exhibit B, both of which are attached hereto. CUSIP Number: 89977P106 SCHEDULE 13D Page 8 of 13 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5(a),Item 5(b) and Item 5(c) of the Existing Schedule 13D is hereby amended and restated as follows: (a) The aggregate number of Class A Shares and the percentage of total outstanding Class A Shares beneficially owned by the Reporting Persons is set forth below. The percentages used in this Item 5 are calculated based on 35,666,666 Class A ordinary shares outstanding as of May 09, 2014 as reported in the Issuer's Form 424(B)(4) dated May 08, 2014. Beneficial ownership information is presented as of October 20,2014. Amount beneficially owned: As of October 20, 2014, Prime Capital HK , Prime Capital Cayman and Mr. Liu may be deemed to be the beneficial owner of 8,547,285 Class A ordinary shares (upon conversion of the American Depository Shares) and the Fund may be deemed to be the beneficial owner of 8,197,038 Class A ordinary shares (upon conversion of the American Depository Shares) Percent of class: (i) Prime capital HK, Prime Capital Cayman and Mr. Liu: 24% (ii) the Fund: 23% (b) Number of shares as to which the person has: Sole power to vote or to direct the vote : 0 Shared power to vote or to direct the vote : (i) Prime capital HK, Prime Capital Cayman and Mr. Liu:8,547,285 (ii) the Fund: 8,197,038 Sole power to dispose or to direct the disposition of : 0 Shared power to dispose or to direct the disposition of (i) Prime capital HK, Prime Capital Cayman and Mr. Liu:8,547,285 (ii) the Fund: 8,197,038 (c) This Schedule 13D is being filed to report the acquisition of beneficial ownership of American Depositary Shares by the Reporting Persons. Details of the acquisition since the Existing Schedule 13D are included in Exhibit A and Exhibit B, both of which are attached hereto. All of the transactions have been executed in the open market. CUSIP Number: 89977P106 SCHEDULE 13D Page 9 of 13 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A and Exhibit B in Item 7 of the Existing Schedule 13D is hereby amended and supplemented by adding the following rows Exhibit A Transactions in American Depositary Shares by Dragon Billion China Master Fund since the Existing Schedule 13D Exhibit B Transactions in American Depositary Shares by the managed account since the Existing Schedule 13D CUSIP No. 89977P106 SCHEDULE 13D Page 10 of 13 Pages Certifications. After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. CUSIP No. 89977P106 SCHEDULE 13D Page 11 of 13 Pages JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Statement on Schedule 13D relating to the beneficial ownership of Class A Ordinary Shares, $0.0001 par value per share, of Tuniu Corporation, and any further amendments thereto, is being filed with the Securities and Exchange Commission on behalf of each of them. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. SIGNATURES Date: October 20, 2014 YIJUN LIU By: /s/__YIJUN LIU__ Name: YIJUN LIU Date: October 20, 2014 PRIME CAPITAL MANAGEMENT COMPANY LIMITED By: /s/_LING JIE_ Name: LING JIE Title: DIRECTOR Date: October 20, 2014 PRIME CAPITAL MANAGEMENT (CAYMAN) LIMITED By: /s/_LING JIE_ Name: LING JIE Title: DIRECTOR CUSIP No. 89977P106 SCHEDULE 13D Page 12 of 13 Pages Date: October 20, 2014 DRAGON BILLION CHINA MASTER FUND By: /s/_LING JIE_ Name: LING JIE Title: DIRECTOR CUSIP No. 89977P106 SCHEDULE 13D Page 13 of 13 Pages Exhibit A Transactions in American Depositary Shares by Dragon Billion China Master Fund since the Existing Schedule 13D Trade Date B/S Qty Price ($) Consideration($) 2014-10-16 B 11,937 15.99 -191,469.48 2014-10-15 B 4,568 15.74 -72,109.53 2014-10-15 B 819 16.00 -13,132.91 2014-10-15 B 6,091 15.82 -96,644.07 2014-10-15 B 5,597 15.89 -89,024.76 2014-10-14 B 4,774 16.00 -76,471.84 2014-10-14 B 2,100 15.85 -33,398.40 2014-10-14 B 811 15.96 -12,986.46 2014-10-14 B 2,100 15.73 -33,122.67 2014-10-13 B 42,612 15.83 -676,823.44 2014-10-13 B 21,581 15.75 -340,228.78 2014-10-13 B 13,606 15.94 -217,385.78 2014-10-13 B 29,711 15.76 -469,781.42 2014-10-13 B 9,549 15.95 -152,784.00 2014-10-10 B 39,789 15.56 -621,193.83 2014-10-10 B 15,801 15.56 -246,715.23 2014-10-10 B 13,403 15.59 -209,215.47 2014-10-10 B 61,730 15.78 -976,445.14 2014-10-9 B 20,455 15.85 -325,158.82 2014-10-9 B 53,467 15.83 -848,943.68 2014-10-9 B 20,073 15.84 -318,285.52 2014-10-9 B 9,950 15.84 -157,971.18 2014-10-8 B 12,414 16.00 -199,188.84 2014-10-8 B 27,961 16.00 -448,659.41 2014-10-8 B 1,432 16.00 -22,969.28 2014-10-8 B 6,875 15.99 -110,050.88 Exhibit B Transactions in American Depositary Shares by the managed account since the Existing Schedule 13D Trade Date B/S Qty Price ($) Consideration($) 2014-10-16 B 563 15.99 -9,030.52 2014-10-15 B 265 15.89 -4,215.04 2014-10-15 B 288 15.82 -4,569.61 2014-10-15 B 216 15.74 -3,409.73 2014-10-15 B 39 16.00 -625.38 2014-10-14 B 39 15.96 -624.5 2014-10-14 B 100 15.85 -1,590.40 2014-10-14 B 100 15.73 -1,577.27 2014-10-14 B 226 16.00 -3,620.16 2014-10-13 B 451 15.95 -7,216.00 2014-10-13 B 1,402 15.76 -22,168.00 2014-10-13 B 2,011 15.83 -31,941.52 2014-10-13 B 642 15.94 -10,257.36 2014-10-13 B 1,019 15.75 -16,064.74 2014-10-10 B 2,913 15.78 -46,077.83 2014-10-10 B 746 15.56 -11,647.97 2014-10-10 B 633 15.59 -9,880.88 2014-10-10 B 1,878 15.56 -29,319.71 2014-10-9 B 470 15.84 -7,461.96 2014-10-9 B 2,523 15.83 -40,059.94 2014-10-9 B 965 15.85 -15,339.93 2014-10-9 B 947 15.84 -15,016.01 2014-10-8 B 586 16.00 -9,402.66 2014-10-8 B 325 15.99 -5,202.41 2014-10-8 B 1,319 16.00 -21,164.54 2014-10-8 B 68 16.00 -1,090.72