JD.com Files Tuniu Corp 13D/A Amendment

TL;DR

JD.com updated its Tuniu stake filing on 12/6/24. Watch Tuniu.

AI Summary

JD.com, Inc. filed an amendment (SC 13D/A) on December 6, 2024, regarding their holdings in Tuniu Corporation. The filing indicates a change in the reporting person's beneficial ownership of Tuniu's ordinary shares.

Why It Matters

This filing signals a potential shift in the ownership structure or strategic interest of JD.com in Tuniu Corporation, which could impact Tuniu's stock performance and future business decisions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in major shareholder strategy, potentially affecting stock price and corporate control.

Key Players & Entities

• JD.com, Inc. (company) — Reporting Person
• Tuniu Corporation (company) — Subject Company
• JD.COM INVESTMENT LTD (company) — Group Member

FAQ

Key Financial Figures

• $0.0001 — of Issuer) Ordinary Shares, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• d901693dsc13da.htm (SC 13D/A) — 72KB
• 0001193125-24-271940.txt ( ) — 74KB

of the Original Schedule 13D is hereby amended and supplemented by adding the following

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following: Following the change in the number of the Issuers issued and outstanding shares as reported in the Issuers current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2024, the Reporting Persons shareholding percentage in the Issuer was approximately 22.1%. The Reporting Persons continued to hold 78,061,780 Class A ordinary shares of the Issuer. Except as set forth in this Statement or in the transactions or documents described herein, the Reporting Persons does not have any present plans or proposals that relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer, (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) Any change in the present board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, (e) Any material change in the present capitalization or dividend policy of the Issuer, (f) Any other material change in the Issuers business or corporate structure, (g) Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person, (h) Causing a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) Any action similar to any of those enumerated above.

of the Statement is hereby amended and supplemented by the following

Item 5 of the Statement is hereby amended and supplemented by the following: The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 1 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference in this Item 5. (a) As of the date hereof, JD Investment BVI directly holds 78,061,780 Class A ordinary shares, representing 23.2% of the Issuers outstanding Class A ordinary shares, or 22.1% of the Issuers outstanding ordinary shares, or 15.3% of total voting power. The above disclosure of percentage information was calculated based on 353,133,644 ordinary shares of the Issuer outstanding as of November 30, 2024, including 17,373,500 Class B ordinary shares outstanding and 335,760,144 Class A ordinary shares outstanding, as reported in the Issuers current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2024. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance. Except as disclosed in this of the Issuer. (b) Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the ordinary shares of the Issuer that they may be deemed to beneficially own. (c) Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the ordinary shares of the Issu

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View this SC 13D/A filing on SEC EDGAR