EX-15.3 11 tour-20231231xex15d3.htm EXHIBIT 15.3

Exhibit 15.3

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FANGDA PARTNERS

上海 Shanghai 北京 Beijing 深圳 Shenzhen 广州 Guangzhou 香港 Hong Kong

http://www.fangdalaw.com

中国北京市朝阳区光华路1

电子邮件 Email: email@fangdalaw.com

嘉里中心北楼27

       Tel.: 861057695600

邮政编码: 100020

       Fax: 861057695788

       Ref.: 20GC0010

27/F, North Tower, Kerry Center

No. 1, Guanghua Road, Chaoyang District

Beijing 100020, PRC

Consent of Fangda Partners

April 29, 2024

Tuniu Corporation

6, 8-12th floor, building 6-A, Juhuiyuan

NO. 108 Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210023

The People’s Republic of China

Dear Sirs:

We hereby consent to the reference of our name under the heading “Item 3. Key Information—Permissions Required from the PRC Authorities for Our Operations”, “Item 3. Key Information—D. Risk Factors”, “Item 4. Information on the Company—B. Business Overview—PRC Regulation”, “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Contractual Arrangements” and “Item 18. Financial Statements—Notes to the Consolidated Financial Statements” in Tuniu Corporation’s Annual Report on Form 20-F for the year ended December 31, 2023 (the “Annual Report”), which is filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024. We also consent to the filing of this consent letter with the SEC as an exhibit to the Annual Report and further consent to the incorporation by reference of the summaries of our opinions under these captions into Tuniu Corporation’s registration statement on Form S-8 (File No. 333-198111) that was filed on August 13, 2014, Tuniu Corporation’s Post-Effective Amendment No. 1 to Form S-8 (File No. 333-198111) that was filed on December 11, 2020, Tuniu Corporation’s registration statement on Form S-8 (File No. 333-251283) that was filed on December 11, 2020, and Tuniu Corporation’s registration statement on Form S-8 (File No. 333-272536) that was filed on June 9, 2023.

In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.

Very truly yours,

/s/ Fangda Partners

Fangda Partners