United States securities and exchange commission logo
July 28, 2023
Anqiang Chen
Financial Controller
Tuniu Corporation
Tuniu Building No. 32
Suningdadao, Xuanwu District
Nanjing, Jiangsu Province 210042
The People s Republic of China
Re: Tuniu Corporation
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-36430
Dear Anqiang Chen:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 144
1. We note your statement
that you reviewed public filings made by your shareholders and
your register of
members in connection with your required submission under paragraph
(a). Please
supplementally describe any additional materials that were reviewed and tell
us whether you relied
upon any legal opinions or third party certifications such as
affidavits as the basis
for your submission. In your response, please provide a similarly
detailed discussion of
the materials reviewed and legal opinions or third party
certifications relied
upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
which members of your board or the boards of your consolidated
foreign operating
entities are officials of the Chinese Communist Party. For instance,
Anqiang Chen
FirstName LastNameAnqiang Chen
Tuniu Corporation
Comapany
July NameTuniu Corporation
28, 2023
July 28,
Page 2 2023 Page 2
FirstName LastName
please tell us how the board members current or prior memberships
on, or affiliations
with, committees of the Chinese Communist Party factored into your
determination,
including committees other than the Tuniu Chinese Communist Party
Committee. In
addition, please tell us whether you have relied upon third party
certifications such as
affidavits as the basis for your disclosure.
3. We note that your disclosures pursuant to Items 16I(b)(2) and (b)(3)
are provided for
Tuniu Corporation or the VIE or the subsidiaries of the VIE in
China. We also note that
your organizational chart on page 96 of your Form 20-F and Exhibit 8.1
indicate that you
have subsidiaries in Hong Kong and the PRC that are not included in
your VIEs. Please
note that Item 16I(b) requires that you provide disclosures for
yourself and your
consolidated foreign operating entities.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities.
With respect to (b)(3), please provide the required information
for you and all of your
consolidated foreign operating entities in your supplemental
response.
4. We note that three directors of your operating entities are officials
of the Tuniu Chinese
Communist Party Committee. Please provide us with the following
information in your
supplemental response:
Please tell us whether this Committee is organized or formed at
the level of the
registrant or one of its consolidated entities. If it is organized
or formed at a
consolidated entity, please tell us which consolidated entity and
the role of this entity
within the consolidated group.
Please tell us the size and purpose of this Committee and how it
interacts with the
boards of directors, other committees, officers and employees of
the registrant and its
consolidated entities. Also describe to us any document that
outlines or governs
these matters.
Based on the above, please explain to us in more detail how you
concluded that none
of the currently effective memorandum and articles of association
(or equivalent
organizing documents) of Tuniu Corporation or its operating
entities contains any
charter of the Chinese Communist Party.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Anqiang Chen
Tuniu Corporation
July 28, 2023
Page 3
Please contact Jimmy McNamara at 202-551-7349 or Jennifer Thompson at
202-551-
3737 with any questions.
Sincerely,
FirstName LastNameAnqiang Chen
Division of Corporation
Finance
Comapany NameTuniu Corporation
Disclosure Review Program
July 28, 2023 Page 3
cc: Haiping Li
FirstName LastName