SCHEDULE: JD.com Updates Tuniu Stake to 23.3% After Share Count Change

JD.com and its affiliate updated their beneficial ownership in Tuniu Corporation to 23.3% following a change in Tuniu's total outstanding shares.

Summary

• JD.com, Inc. and JD.com Investment Limited (collectively, "Reporting Persons") filed Amendment No. 2 to their Schedule 13D regarding their ownership in Tuniu Corporation.
• The Reporting Persons continue to hold 78,061,780 Class A ordinary shares of Tuniu Corporation.
• Following a change in Tuniu Corporation's issued and outstanding shares, the Reporting Persons' shareholding percentage is now approximately 23.3%.
• Tuniu Corporation had 335,612,696 ordinary shares outstanding as of September 30, 2025, comprising 17,373,500 Class B ordinary shares and 318,239,196 Class A ordinary shares.
• Each Class B ordinary share is convertible into one Class A ordinary share, while Class A shares are not convertible into Class B shares.
• The Reporting Persons have no current plans or proposals for actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D, such as mergers, changes in control, or significant corporate transactions.

Sentiment

Score: 5

Explanation: The filing is neutral as it is a routine amendment to disclose a recalculated ownership percentage due to changes in the issuer's outstanding shares, rather than a new strategic action or financial performance update.

Positives

• JD.com, a major e-commerce entity, maintains a significant strategic stake of 23.3% in Tuniu Corporation, indicating continued interest and potential for collaboration.
• The filing explicitly states that neither Reporting Persons nor any listed individuals have been involved in significant criminal or civil proceedings related to securities laws in the last five years, suggesting good standing.

Negatives

• No new strategic initiatives or increased investment from JD.com were disclosed, indicating a status quo rather than an expansion of their involvement.

Risks

• No specific risks were identified or discussed within this amendment to the Schedule 13D filing, as it primarily serves as an update to beneficial ownership percentage.

Future Outlook

The Reporting Persons explicitly state they have no current plans or proposals that would result in significant corporate actions such as mergers, liquidations, sales of assets, changes in management, or other material changes to Tuniu Corporation's business or corporate structure.

Industry Context

This filing reflects a routine update in the ownership stake of a major e-commerce player (JD.com) in an online travel company (Tuniu Corporation). While not indicating new strategic moves, it confirms JD.com's continued significant, albeit passive, investment in the travel sector, which aligns with broader trends of tech companies diversifying into related service industries.

Comparison to Industry Standards

• The 23.3% stake held by JD.com in Tuniu Corporation is a substantial minority interest, typical for strategic investments where the investor seeks influence without full control. For example, Alibaba Group Holding Limited holds significant stakes in various logistics and retail partners, often ranging from 10% to 30%, to foster ecosystem integration.
• The dual-class share structure (Class A and Class B) mentioned for Tuniu Corporation is common among Chinese technology companies listed in the U.S., such as Baidu, Alibaba, and JD.com itself, allowing founders or key investors to retain control despite minority economic ownership.

Legal Proceedings

• Neither the Reporting Persons nor any listed individuals have been convicted in a criminal proceeding (excluding traffic violations) or been a party to a civil proceeding resulting in a judgment enjoining future violations of, or prohibiting activities subject to, federal or state securities laws during the last five years.

Related Party Transactions

• JD.com, Inc. and JD.com Investment Limited are related parties to Tuniu Corporation by virtue of their significant beneficial ownership (23.3%). No new specific related party transactions were disclosed in this amendment beyond the existing ownership.

Stakeholder Impact

• Shareholders: The update provides clarity on JD.com's continued significant, but stable, ownership stake, which may reassure some investors about a major strategic partner's ongoing involvement.
• Management: No direct impact on Tuniu's management or operations is indicated, as JD.com explicitly states no plans for changes in control or corporate structure.
• Employees, Customers, Suppliers, Creditors: No immediate or direct impact is expected from this routine ownership percentage update.

Next Steps

• No specific future actions or milestones are mentioned by the Reporting Persons beyond their continued holding of the shares.

Key Dates

Keywords

Tuniu Corporation, JD.com, Schedule 13D, Beneficial Ownership, Shareholding, Ordinary Shares, SEC Filing, Investment