0001448793-15-000003.txt : 20150213
0001448793-15-000003.hdr.sgml : 20150213
20150213061827
ACCESSION NUMBER: 0001448793-15-000003
CONFORMED SUBMISSION TYPE: SC 13G/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20150213
DATE AS OF CHANGE: 20150213
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 13G/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88134
FILM NUMBER: 15608894
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 13G/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 13G/A
1
Sc13g.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.4)*
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)
February 13, 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)
x Rule 13d-1(c)
Rule 13d-1(d)
The reminder of this cover page shall be filled out for
a reporting person 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 a prior cover page.
The information required on 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).
CUSIP No. 89977P106 13G Page 2 of 10 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.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
7,792,692
(upon conversion of the American Depositary Shares)
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
7,792,692
(upon conversion of the American Depositary Shares)
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,792,692
(upon conversion of the American Depositary Shares)
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9%
12.TYPE OF REPORTING PERSON(see instructions)
IA
CUSIP No. 89977P106 13G Page 3 of 10 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.CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
NUMBER OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
5.SOLE VOTING POWER
0
6.SHARED VOTING POWER
7,792,692
(upon conversion of the American Depositary Shares)
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
7,792,692
(upon conversion of the American Depositary Shares)
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,792,692
(upon conversion of the American Depositary Shares)
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9%
12.TYPE OF REPORTING PERSON(see instructions)
IA
CUSIP No. 89977P106 13G Page 4 of 10 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.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
7,468,971
(upon conversion of the American Depositary Shares)
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
7,468,971
(upon conversion of the American Depositary Shares)
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,468,971
(upon conversion of the American Depositary Shares)
10.CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%
12.TYPE OF REPORTING PERSON(see instructions)
OO
CUSIP No:89977P106 13G Page 5 of 10 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.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
7,792,692
(upon conversion of the American Depositary Shares)
7.SOLE DISPOSITIVE POWER
0
8.SHARED DISPOSITIVE POWER
7,792,692
(upon conversion of the American Depositary Shares)
9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,792,692
(upon conversion of the American Depositary Shares)
10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES(see instructions)
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9%
12.TYPE OF REPORTING PERSON(see instructions)
IN, HC
CUSIP No: 89977P106 13G Page 6 of 10 Pages
Item 1.
(a) Name of issuer:
Tuniu Corporation
(b) Address of Issuers 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 statement is filed on behalf of each of the following persons
(together, the Reporting Persons):
(i) Prime Capital Management (Cayman) Limited (Prime
Capital Cayman)
(ii) Prime Capital Management Company Limited (Prime Capital HK)
(iii) Dragon Billion China Master Fund (the Fund)
(iv) Mr. Yijun Liu (Mr. Liu)
This statement relates to Class A ordinary shares of the Issuer
held by the Fund and a managed account in the form of American
Depositary Shares. Prime Capital Cayman and Prime Capital HK are
the Investment Manager and the Investment Adviser, respectively,
for the Fund and have been granted discretion over the portfolio
investments of the Fund, including the Issuer's American Depositary
Shares. Prime Capital Cayman and Prime Capital HK are the Investment
Advisor and the Investment Affiliate Advisor, respectively, for the
managed account and have been granted discretion over the portfolio
investments of the managed account, including the Issuer's American
Depositary Shares. Prime Capital HK is registered as an investment
adviser with the SEC under the Investment Advisers Act of 1940.
Mr. Liu is the Director of Prime Capital Cayman, Prime Capital HK and
the Fund, and Mr.Liu is also the portfolio manager of the Fund.
(b) Address of the Principal Office of Prime Capital HK and Mr.Liu
is:
Unit 2303, Low Block
Grand Millennium Plaza
181 Queen's Road Central
Hong Kong
Address of the Principal Office of Prime Capital
Cayman and the Fund is:
c/o Campbells Corporate Services Limited
Floor 4 Willow House Cricket Square
P.O. Box 268
George Town
Grand Cayman KY1-1104
Cayman Islands
(c) Citizenship:
Prime Capital HK is a Hong Kong limited company. Prime Capital
Cayman and the Fund are Cayman Islands exempted companies.
Mr. Liu is a citizen of the People's Republic of China.
(d) Title of Class of Securities:
American depository shares, each representing 3 Class A ordinary
shares, par value US$0.0001 per share
(e) CUSIP Number: 89977P106
CUSIP Number: 89977P106 13G Page 7 of 10 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a :
This Item 3 is not applicable.
(a)Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b)Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d)Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e)An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f)An employee benefit plan or endowment fund in accordance
with 240.13d-1(b)(1)(ii)(F);
(g)A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h)A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j)Group, in accordance with 240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
The percentages used in this Item 4 are calculated based
on 86,124,407 Class A ordinary shares outstanding as of
December 31, 2014 as reported in the Issuer's Schedule
13D dated January 9, 2015. Beneficial ownership
information is presented as of December 31, 2014.
(a) Amount beneficially owned:
Amount beneficially owned: As of December 31, 2014, Prime
Capital HK, Prime Capital Cayman and Mr. Liu may be deemed
to be the beneficial owner of 7,792,692 Class A ordinary
shares (upon conversion of the American Depository Shares)
and the Fund may be deemed to be the beneficial owner of
7,468,971 Class A ordinary shares (upon conversion of
the American Depository Shares)
(b) Percent of class:
(i) Prime capital HK, Prime Capital Cayman and Mr. Liu: 9%
(ii) the Fund: 8.7%
(c) 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: 7,792,692
(ii) the Fund: 7,468,971
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: 7,792,692
(ii) the Fund: 7,468,971
Instruction:For computations regarding securities which
represent a right to acquire an underlying security
see 240.13d-3(d)(1)
CUSIP No. 89977P106 13G Page 8 of 10 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent
of the class of securities, check the following.
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company.
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the
Group.
Prime Capital HK and Prime Capital Cayman are the
Investment Adviser and Investment Manager, respectively,
of the Fund. Mr. Liu is the Director of Prime Capital Cayman,
Prime Capital HK and the Fund, and he is also the portfolio
manager of the Fund.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
Participant in any transaction having that purpose or effect.
CUSIP No. 89977P106 13G Page 9 of 10 Pages
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended, the undersigned acknowledge and agree
that the foregoing statement on this Schedule 13G is filed on
behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of
filing additional joint acquisition statements. The undersigned
acknowledge that each shall be responsible for the timely filing
of such amendments and for the completeness and accuracy of
the information concerning him or it contained herein or therein,
but shall not be responsible for the completeness and accuracy
of the information concerning the others, except to the extent
that he or it knows or has reason to believe that such
information is inaccurate.
SIGNATURES
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.
Date: February 13, 2015
Yijun Liu
By: /s/__Yijun Liu__
Name: Yijun Liu
Date: February 13, 2015
PRIME CAPITAL MANAGEMENT COMPANY LIMITED
By: /s/_Ling Jie_
Name: Ling Jie
Title: Director
Date: February 13, 2015
PRIME CAPITAL MANAGEMENT (CAYMAN) LIMITED
By:/s/_Ling Jie_
Name: Ling Jie
Title: Director
CUSIP No. 89977P106 13G Page 10 of 10 Pages
Date: February 13, 2015
DRAGON BILLION CHINA MASTER FUND
By: /s/__Ling Jie_
Name: Ling Jie
Title: Director