UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2020

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Commission File Number: 001-36430

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Tuniu Corporation

 

Tuniu Building, No. 699-32

Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210042

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x            Form 40-F ¨

 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):________________

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):________________

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  Tuniu Corporation
      
  By:  Dunde Yu
  Name:  Dunde Yu
  Title:  Chief Executive Officer

 

 

Date: May 22, 2020

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release— Tuniu Announces Receipt of Minimum Bid Price Notice from Nasdaq
99.2   Nasdaq Notification dated May 18, 2020

 

Exhibit 99.1

 

Tuniu Announces Receipt of Minimum Bid Price Notice from Nasdaq

 

NANJING, China, May 22, 2020 -- Tuniu Corporation (Nasdaq:TOUR) ("Tuniu" or the "Company"), a leading online leisure travel company in China, today announced that it received a notification letter (the "Notice") from the Listing Qualifications Department of The Nasdaq Stock Market Inc. ("Nasdaq") dated on May 18, 2020, indicating that for the last 30 consecutive business days, the closing bid price for the Company’s American depositary shares (the “ADSs”), each representing three Class A ordinary shares of the Company, was below the minimum bid price of $1.00 required for continued listing under Nasdaq Listing Rule 5450(a)(1). The Nasdaq notification letter does not result in the immediate delisting of the Company's securities.

 

Pursuant to Rule 5810(c)(3)(A) of the Nasdaq Listing Rules, the Company has a compliance period of 180 calendar days to regain compliance with the Nasdaq's minimum bid price requirement. The Notice also stated that given the extraordinary market conditions caused by COVID-19, Nasdaq has determined to toll the compliance periods for the bid price and market value of publicly held shares requirements through June 30, 2020. As a result, the tolling and 180 calendar day compliance period will expire on December 28, 2020. If at any time during the tolling period or 180 day compliance period, the closing bid price of the Company’s security is at least $1.00 for a minimum of ten consecutive business days, the Nasdaq will provide the Company written confirmation of compliance and the matter will be closed.

 

In the event the Company does not regain compliance by December 28, 2020, subject to the determination by the staff of Nasdaq, the Company may be eligible for an additional 180 calendar day compliance period as stated in the Notice.

 

The Notice will have no effect on the operations of the Company’s business, and the Company will take all reasonable measures to regain compliance.

 

 

About Tuniu

 

Tuniu (Nasdaq:TOUR) is a leading online leisure travel company in China that offers a large selection of packaged tours, including organized and self-guided tours, as well as travel-related services for leisure travelers through its website tuniu.com and mobile platform. Tuniu covers over 420 departing cities throughout China and all popular destinations worldwide. Tuniu provides one-stop leisure travel solutions and a compelling customer experience through its online platform and offline service network, including a dedicated team of professional customer service representatives, 24/7 call centers, extensive networks of offline retail stores and self-operated local tour operators. For more information, please visit http://ir.tuniu.com.

  

 

Safe Harbor Statement

 

This press release contains forward-looking statements made under the "safe harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Tuniu may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about Tuniu's beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but are not limited to the following: Tuniu's goals and strategies; the growth of the online leisure travel market in China; the demand for Tuniu’s products and services; its relationships with customers and travel suppliers; the Company’s ability to offer competitive travel products and services; Tuniu’s future business development, results of operations and financial condition; competition in the online travel industry in China; relevant government policies and regulations relating to the Company’s structure, business and industry; the impact of the COVID-19 on Tuniu’s business operations, the travel industry and the economy of China and elsewhere generally; and the general economic and business condition in China and elsewhere. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and Tuniu does not undertake any obligation to update such information, except as required under applicable law.

 

 

For investor and media inquiries, please contact:

 

China

 

Mary Chen

 

Investor Relations Director

 

Tuniu Corporation

 

Phone: +86-25-6960-9988

 

E-mail: ir@tuniu.com

 

Exhibit 99.2

 

 

 

 

Sent via Electronic Delivery to: xinyi@tuniu.com; yudunde@tuniu.com

 

May 18, 2020

 

Ms. Maria Yi Xin

Chief Financial Officer

Tuniu Corporation

Tuniu Building, No. 699-32

Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210042

People’s Republic of China

 

Re:Tuniu Corporation (the “Company”)

Nasdaq Security: American Depositary Shares

Nasdaq Symbol: TOUR

 

Dear Ms. Xin:

 

As you are aware, our Listing Rules (the “Rules”) require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement.1 However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance.

 

However, the last few weeks have been marked by unprecedented turmoil in U.S. and world financial markets. While the equity markets have functioned well, this turmoil has significantly impacted investor confidence resulting in depressed prices for companies that otherwise remain suitable for continued listing.

 

Given these extraordinary market conditions, Nasdaq has determined to toll the compliance periods for the bid price and market value of publicly held shares (“MVPHS”) requirements (collectively, the “Price-based Requirements”) through June 30, 2020. In that regard, on April 16, 2020, Nasdaq filed an immediately effective rule change with the Securities and Exchange Commission.2 As a result, the compliance periods for the Price-based Requirements will be reinstated on July 1, 2020.

 

If at any time during the tolling period or 180 day compliance period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed. Please note that if the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration date in the table below, in order to regain compliance.3

 

 

1For online access to all Nasdaq Rules, please see “Nasdaq Online Resources,” included with this letter.
2SR-NASDAQ-2020-021.

3For additional information with respect to compliance periods please see the “Nasdaq Online Resources” on the attached page and access the link “Frequently Asked Questions” related to “continued listing.”

 

 

 

 

Ms. Maria Yi Xin

May 18, 2020

Page 2

 

In the event the Company does not regain compliance with the Rule, the Company may be eligible for additional time.4 To qualify, the Company must submit, no later than the expiration date, an on-line Transfer Application5 and submit a non-refundable $5,000 application fee in accordance with the instructions provided on the attached “Check Payment Form”.6 The Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split if necessary. As part of its review process, Staff will make a determination of whether we believe the Company will be able to cure this deficiency. Should Staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a transfer application or make the required representation, we will provide notice that its securities will be subject to delisting.7

 

Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.8

 

The Company must also submit the announcement to Nasdaq’s MarketWatch Department.9 If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.10

 

Following the tolling period, the Company will be provided a compliance period of 180 calendar days in which to regain compliance. The following table summarizes the critical dates and information related to this matter:

 

  Expiration of tolling Public  
Period below $1.00 and 180 calendar day   Announcement  
bid price compliance period Due Date Relevant Listing Rules
      5450(a)(1) – bid price
April 3 through     5810(c)(3)(A) – compliance
May 15, 2020 December 28, 2020 May 22, 2020 period
      5810(b) – public disclosure
      5505 – Capital Market criteria

 

 

4Listing Rule 5810(c)(3)(A)(ii).

5The online Transfer Application can be accessed at listingcenter.nasdaq.com.
6Listing Rule 5920(a)(11)

7At that time, the Company may appeal the delisting determination to a Hearings Panel.

8Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.

9The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at nasdaq.net/ED/IssuerEntry.
10Listing IM-5810-1.

 

Ms. Maria Yi Xin

May 18, 2020

Page 3

 

Finally, an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-compliance is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.

 

If you have any questions, please do not hesitate to contact me at +1 301 978 8052.

 

Sincerely,

 

 

Moira Keith

Associate Director

Nasdaq Listing Qualifications

 

 

NASDAQ ONLINE RESOURCES

 

All of our listing information and forms are available electronically on the Listing Center. In addition to facilitating electronic submission of forms, you can also use the Listing Center to access Nasdaq’s Reference Library containing hundreds of frequently asked questions and Governance Clearinghouse containing the latest updates on corporate governance and listing standards.

 

To help you navigate the deficiency process, we have provided links to some our most viewed resource materials.

 

Board Composition and Committee Requirements

 

Governance Clearinghouse

 

Hearings Process

 

How to Transfer to Nasdaq Capital Market

 

Information about Application of Shareholder Approval Rules

 

Initial Listing Process

 

Listing Fees

 

Listing of Additional Shares Process

 

MarketWatch Electronic Disclosure Submissions

 

Nasdaq Listing Rules: Initial and Continued Listing

 

Reference Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions

 

 

 

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