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