SCHEDULE 13D/A: Tuniu Corp's Major Shareholder Undergoes Significant Control Restructuring Following HNA Group Bankruptcy

A recent SEC filing reveals that Tuniu Corp's significant beneficial ownership, held by BHR Winwood, BHR (Shanghai) Investment Fund IV, and Hong Kong Praise Tourism, is now indirectly controlled by Hainan HNA No. 2 Trust Management Service Co., Ltd. following the HNA Group's debt restructuring.

Summary

• Reporting persons, BHR Winwood Investment Management Ltd, BHR (Shanghai) Investment Fund IV, L.P., and Hong Kong Praise Tourism Investment Limited, collectively beneficially own 99,029,515 Class A Ordinary Shares of Tuniu Corp.
• This beneficial ownership represents approximately 30.4% of Tuniu Corp's Class A Ordinary Shares outstanding as of May 31, 2025, or 28.9% of total ordinary shares outstanding.
• The beneficial ownership structure has changed due to the debt restructuring of HNA Group, which commenced in January 2021 and had its restructuring plan approved in October 2021.
• As a result of the restructuring, the general partner and limited partner interests in BHR Fund, and Hong Kong Praise Tourism, are now indirectly controlled by Hainan HNA No. 2 Trust Management Service Co., Ltd. (No. 2 Trust Service).
• No. 2 Trust Service is controlled by the HNA Group Bankruptcy Reorganisation Specialised Service Trust (the "Trust"), which was established for the benefit of HNA Group's creditors.
• The voting and disposal of Tuniu Corp shares by the reporting persons are now subject to approval by the No. 2 Trust Service Board, or for material matters, by the Trust's Management Committee or Beneficiaries Meeting.
• Hong Kong Praise Tourism sold a total of 585,650 ADSs between May 2020 and December 2023 at average prices ranging from US$0.66 to US$1.07 per ADS to cover broker fees.

Sentiment

Score: 6

Explanation: The document clarifies the complex ownership structure of a significant shareholder following a major restructuring event. While the underlying reason for the restructuring (HNA Group's financial distress) is negative, the formalization and resolution of this control issue can be seen as a positive step towards stability for Tuniu Corp's shareholder base. The sales of ADSs by HK Praise Tourism to cover broker fees are a minor negative, but the overall sentiment is neutral to slightly positive due to the increased clarity.

Positives

• The formalization of the control structure provides clarity regarding the beneficial ownership of a significant stake in Tuniu Corp.
• The termination of the Nominee Shareholding Agreement means HK Praise Tourism now holds securities for its own account, simplifying the ownership structure.
• The restructuring process for HNA Group, which indirectly controls the reporting persons, has been approved and implemented, potentially resolving past uncertainties related to the ultimate beneficial owner.

Negatives

• The underlying reason for the control change is the bankruptcy restructuring of HNA Group due to its inability to repay overdue debts, indicating financial distress of a key indirect stakeholder.
• The sales of ADSs by HK Praise Tourism to cover broker fees, particularly the sales in December 2023 at declining average prices (US$0.80 down to US$0.66), suggest a need for liquidity from the shareholder's side.

Risks

• The complex multi-layered governance structure of the Trust (Beneficiaries Meeting, Management Committee, No. 2 Trust Service Board) could introduce delays or complexities in decision-making regarding the Tuniu Corp shares.
• The primary objective of the Trust is to benefit HNA Group's creditors, which might lead to decisions regarding Tuniu Corp shares (e.g., disposal) that are driven by creditor interests rather than Tuniu Corp's long-term strategic goals.
• The historical financial distress of HNA Group, the ultimate indirect controller, could cast a shadow on the stability of the ownership structure, even post-restructuring.

Future Outlook

The reporting persons, No. 2 Trust Service, the Trust, and the Trustees have no present plans or intentions that would result in or relate to major corporate transactions (such as mergers, liquidations, or changes in Tuniu Corp's business) beyond what is set forth in the statement, though these plans are subject to change.

Industry Context

This filing primarily concerns a change in the ultimate control of a significant shareholder of Tuniu Corp, stemming from the bankruptcy restructuring of HNA Group, a large Chinese conglomerate with diverse interests including aviation and tourism. While Tuniu Corp operates in the online travel industry, this specific filing does not provide direct insights into Tuniu's operational performance or competitive landscape within that industry. Instead, it highlights the resolution of a complex ownership situation for a major shareholder, which could bring more stability to the shareholder base.

Corporate Governance

Legal Proceedings

• In January 2021, creditors of HNA Group applied to the Higher People's Court of Hainan Province in the PRC for the restructuring of HNA Group and its subsidiaries due to inability to repay overdue debts.
• In February 2021, HNA Group received a civil judgment from the Higher People's Court of Hainan Province, ruling to accept the creditors' application for restructuring.
• In October 2021, debt restructuring plans for HNA Group and its subsidiaries were approved by the Higher People's Court of Hainan Province.

Related Party Transactions

• Sales of ADSs by HK Praise Tourism in 2020 and 2023 were effected in the open market by its brokers to cover such brokers' fees for managing its accounts.

Stakeholder Impact

• Shareholders: The clarification of the ultimate beneficial ownership and its governance structure provides transparency and potentially more stability regarding a significant block of shares. The new control structure, driven by creditor interests, could influence future decisions regarding the Tuniu Corp stake.
• Creditors (of HNA Group): The establishment of the Trust and its governance bodies is specifically for the benefit of HNA Group's creditors, aiming to manage and realize value from the assets, including the Tuniu Corp shares, to repay debts.

Next Steps

• The reporting persons' future plans regarding Tuniu Corp shares are subject to the terms of the Subscription Agreement and Investor Rights Agreement, though no specific future actions are detailed beyond the current disclosure.
• The new governance bodies (Beneficiaries Meeting, Management Committee, No. 2 Trust Service Board) will oversee future decisions regarding the beneficially owned shares.

Key Dates

Keywords

Tuniu Corp, SEC filing, Schedule 13D, beneficial ownership, HNA Group, debt restructuring, corporate governance, Class A Ordinary Shares, ADSs, BHR Winwood, BHR (Shanghai) Investment Fund IV, Hong Kong Praise Tourism Investment Limited, Hainan HNA No. 2 Trust Management Service Co., Ltd., HNA Group Bankruptcy Reorganisation Specialised Service Trust, China, travel technology