**Exhibit 99.4**

 

**INDEX TO CONSOLIDATED FINANCIAL STATEMENTS**

 
| Report of Independent   Registered Public Accounting Firm                                                                   |   | F-2  |
|-----------------------------------------------------------------------------------------------------------------------------|--------|------|
| Consolidated Balance Sheets as of December 31,   2017 and 2018                                                         |   | F-4  |
| Consolidated Statements of Comprehensive Loss for   the Years Ended December 31, 2016, 2017 and 2018                   |   | F-6  |
| Consolidated Statements of Changes in Shareholders’   Equity for the Years Ended December 31, 2016, 2017 and 2018 |   | F-7  |
| Consolidated Statements of Cash Flows for the Years   Ended December 31, 2016, 2017 and 2018                           |   | F-9  |
| Notes to the Consolidated Financial Statements                                                                              |   | F-11 |
| Financial Statement Schedule I - Condensed Financial   Information of the Parent Company                                    |   | F-52 |

 

F-1

----

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

 

**To the Board of Directors and Shareholders of Tuniu Corporation**

 

***Opinions on the Financial Statements and Internal Control over Financial Reporting***

 

We have audited the accompanying consolidated balance sheets of Tuniu Corporation and its subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of comprehensive loss, of changes in shareholders’ equity and of cash flows for each of the three years in the period ended December 31, 2018, including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

 

***Basis for Opinions***

 

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

 

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

F-2

----

 

As described in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15, management has excluded an online travel agency acquired in 2018 from its assessment of internal control over financial reporting as of December 31, 2018 because it was acquired by the Company in a purchase business combination during 2018. We have also excluded this online travel agency from our audit of internal control over financial reporting. This online travel agency is a subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 0.5% and 0.2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2018.

 

***Definition and Limitations of Internal Control over Financial Reporting***

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 
| /s/ PricewaterhouseCoopers Zhong Tian LLP     |   |
|-----------------------------------------------|--------|
| Shanghai, the People’s Republic of China |   |
| April 4, 2019                            |   |

 

We have served as the Company’s auditor since 2010, which includes periods before the Company became subject to SEC reporting requirements.

 

F-3

----

** **

**TUNIU CORPORATION**

**CONSOLIDATED BALANCE SHEETS**

** **

**As of December 31, 2017 and 2018**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 
| ** **                                                                                                                                                                                                                | ** ** | **As of December 31,** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                                                                                                                                                                                                | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                                                                                                                                                                                                | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| **ASSETS**                                                                                                                                                                                                                |       |                                  |       |   |   |   |   |
| **Current   assets**                                                                                                                                                                                                      |       |                                  |       |   |   |   |   |
| Cash and cash   equivalents                                                                                                                                                                                               |       | 484,101                               |       | 560,356 |   | 81,500 |   |
| Restricted cash                                                                                                                                                                                                           |       | 91,810                                |       | 270,670 |   | 39,367 |   |
| Short-term   investments                                                                                                                                                                                                  |       | 3,084,634                             |       | 859,211 |   | 124,967 |   |
| Accounts   receivable, net                                                                                                                                                                                                |       | 286,627                               |       | 347,547 |   | 50,549 |   |
| Amounts due from   related parties                                                                                                                                                                                        |       | 171,331                               |       | 696,520 |   | 101,305 |   |
| Prepayments and   other current assets                                                                                                                                                                                    |       | 939,463                               |       | 1,673,584 |   | 243,413 |   |
| Yield   enhancement products and accrued interest                                                                                                                                                                         |       | 31,337                                |       | — |   | — |   |
| **Total   current assets**                                                                                                                                                                                                |       | 5,089,303                             |       | 4,407,888 |   | 641,101 |   |
|                                                                                                                                                                                                                      |       |                                  |       |   |   |   |   |
| **Non-current   assets**                                                                                                                                                                                                  |       |                                  |       |   |   |   |   |
| Long-term   investments                                                                                                                                                                                                   |       | 484,991                               |       | 1,302,506 |   | 189,442 |   |
| Property and   equipment, net                                                                                                                                                                                             |       | 148,278                               |       | 187,360 |   | 27,250 |   |
| Intangible   assets, net                                                                                                                                                                                                  |       | 460,634                               |       | 317,885 |   | 46,234 |   |
| Land use right,   net                                                                                                                                                                                                     |       | —                                |       | 100,836 |   | 14,666 |   |
| Goodwill                                                                                                                                                                                                                  |       | 147,639                               |       | 159,409 |   | 23,185 |   |
| Yield enhancement   products over one year and accrued interest                                                                                                                                                           |       | 170,505                               |       | — |   | — |   |
| Other   non-current assets                                                                                                                                                                                                |       | 156,455                               |       | 81,039 |   | 11,787 |   |
| **Total   non-current assets**                                                                                                                                                                                            |       | 1,568,502                             |       | 2,149,035 |   | 312,564 |   |
| **Total   assets**                                                                                                                                                                                                        |       | 6,657,805                             |       | 6,556,923 |   | 953,665 |   |
|                                                                                                                                                                                                                      |       |                                  |       |   |   |   |   |
| **LIABILITIES,   REDEEMABLE NONCONTROLLING INTERESTS AND EQUITY**                                                                                                                                                         |       |                                  |       |   |   |   |   |
| **Current   liabilities** (including current liabilities of the   Affiliated Entities without recourse to the Company amounting to RMB2,453,662   and RMB2,691,090, as of December 31, 2017 and 2018, respectively): |       |                                  |       |   |   |   |   |
| Accounts and   notes payable                                                                                                                                                                                              |       | 852,500                               |       | 1,305,610 |   | 189,893 |   |
| Amounts due to   related parties                                                                                                                                                                                          |       | 86,923                                |       | 77,159 |   | 11,222 |   |
| Salary and   welfare payable                                                                                                                                                                                              |       | 187,561                               |       | 104,480 |   | 15,196 |   |
| Taxes payable                                                                                                                                                                                                             |       | 32,036                                |       | 23,316 |   | 3,391 |   |
| Advances from   customers                                                                                                                                                                                                 |       | 1,210,615                             |       | 1,058,946 |   | 154,017 |   |
| Accrued expenses   and other current liabilities                                                                                                                                                                          |       | 373,690                               |       | 533,144 |   | 77,544 |   |
| Amounts due to   the individual investors of yield enhancement products and accrued interests                                                                                                                             |       | 177,971                               |       | — |   | — |   |
| **Total   current liabilities**                                                                                                                                                                                           |       | 2,921,296                             |       | 3,102,655 |   | 451,263 |   |
| **Non-current   liabilities**                                                                                                                                                                                             |       |                                  |       |   |   |   |   |
| Deferred tax   liabilities                                                                                                                                                                                                |       | 21,142                                |       | 19,855 |   | 2,888 |   |
| Other   non-current liabilities                                                                                                                                                                                           |       | 21,339                                |       | 20,561 |   | 2,990 |   |
| **Total   non-current liabilities**                                                                                                                                                                                       |       | 42,481                                |       | 40,416 |   | 5,878 |   |
| **Total   liabilities**                                                                                                                                                                                                   |       | 2,963,777                             |       | 3,143,071 |   | 457,141 |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4

----

 

**TUNIU CORPORATION**

**CONSOLIDATED BALANCE SHEETS**

 

**As of December 31, 2017 and 2018**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **As of December 31,** | ** ** |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | ** **                            | ** ** | ** ** | ** ** | **US$ (Note** | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **2(d))** | ** ** |
| **Commitments   and contingencies (Note 20)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       |                                  |       |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       |                                  |       |   |   |   |   |
| Redeemable   noncontrolling interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | 96,719                                |       | 69,319 |   | 10,082 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       |                                  |       |   |   |   |   |
| **Equity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       |                                  |       |   |   |   |   |
| Ordinary shares   (US$0.0001 par value; 1,000,000,000 shares (including 780,000,000   Class A shares, 120,000,000 Class B shares and 100,000,000 shares   to be designated by the Board of Directors) authorized as of   December 31, 2017 and 2018; 388,918,015 shares (including 371,544,515   Class A shares and 17,373,500 Class B shares) and 389,331,544   shares (including 371,958,044 Class A shares and 17,373,500 Class B   shares) issued and outstanding as of December 31, 2017 and 2018,   respectively) |       | 248                                   |       | 249 |   | 36 |   |
| Less: Treasury   stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       | (185,419                              | )          | (304,535 | ) | (44,293 | ) |
| Additional   paid-in capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       | 9,013,793                             |       | 9,061,979 |   | 1,318,010 |   |
| Accumulated   other comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       | 272,386                               |       | 284,079 |   | 41,318 |   |
| Accumulated   deficit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |       | (5,505,897                            | )          | (5,691,409 | ) | (827,781 | ) |
| **Total   Tuniu Corporation shareholders’ equity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       | 3,595,111                             |       | 3,350,363 |   | 487,290 |   |
| Noncontrolling   interests                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       | 2,198                                 |       | (5,830 | ) | (848 | ) |
| **Total   equity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |       | 3,597,309                             |       | 3,344,533 |   | 486,442 |   |
| **Total   liabilities, redeemable noncontrolling interests and equity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       | 6,657,805                             |       | 6,556,923 |   | 953,665 |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5

----

 

**TUNIU CORPORATION**

**CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS**

 

**For the Years Ended December 31, 2016, 2017 and 2018**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 
| ** **                                                                                      | ** ** | **For the Years Ended December 31,** | ** ** |
|-------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                                                                                      | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                                                                                      | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note 2(d))** | ** ** |
| **Revenues**                                                                                    |       |                                                          |       |   |   |   |   |   |   |
| Packaged tours                                                                                  |       | 10,147,148                                                    |       | 1,589,353 |   | 1,830,630 |   | 266,254 |   |
| Others                                                                                          |       | 401,100                                                       |       | 602,747 |   | 409,519 |   | 59,562 |   |
| Total revenues                                                                                  |       | 10,548,248                                                    |       | 2,192,100 |   | 2,240,149 |   | 325,816 |   |
| Less: Business   and related taxes                                                              |       | (17,307                                                       | )          | — |   | — |   | — |   |
| **Net   revenues**                                                                              |       | 10,530,941                                                    |       | 2,192,100 |   | 2,240,149 |   | 325,816 |   |
| Cost of revenues                                                                                |       | (9,891,736                                                    | )          | (1,024,206 | ) | (1,065,022 | ) | (154,901 | ) |
| **Gross   profit**                                                                              |       | 639,205                                                       |       | 1,167,894 |   | 1,175,127 |   | 170,915 |   |
|                                                                                            |       |                                                          |       |   |   |   |   |   |   |
| **Operating   expenses**                                                                        |       |                                                          |       |   |   |   |   |   |   |
| Research and   product development                                                              |       | (601,402                                                      | )          | (541,126 | ) | (315,222 | ) | (45,847 | ) |
| Sales and   marketing                                                                           |       | (1,900,397                                                    | )          | (894,148 | ) | (778,126 | ) | (113,174 | ) |
| General and   administrative                                                                    |       | (658,790                                                      | )          | (637,795 | ) | (487,372 | ) | (70,885 | ) |
| Other operating   income                                                                        |       | 22,323                                                        |       | 21,749 |   | 56,599 |   | 8,232 |   |
| **Total   operating expenses**                                                                  |       | (3,138,266                                                    | )          | (2,051,320 | ) | (1,524,121 | ) | (221,674 | ) |
| **Loss   from operations**                                                                      |       | (2,499,061                                                    | )          | (883,426 | ) | (348,994 | ) | (50,759 | ) |
| Other   income/(expenses)                                                                       |       |                                                          |       |   |   |   |   |   |   |
| Interest and   investment income, net                                                           |       | 87,305                                                        |       | 130,250 |   | 152,929 |   | 22,243 |   |
| Foreign exchange   losses, net                                                                  |       | (9,734                                                        | )          | (2,394 | ) | (11,729 | ) | (1,706 | ) |
| Other   (loss)/income, net                                                                      |       | (2,553                                                        | )          | (121 | ) | 8,576 |   | 1,247 |   |
| Loss before   income tax expense                                                                |       | (2,424,043                                                    | )          | (755,691 | ) | (199,218 | ) | (28,975 | ) |
| Income tax   benefit/(expense)                                                                  |       | 1,711                                                         |       | (15,625 | ) | (153 | ) | (22 | ) |
| **Net   loss**                                                                                  |       | (2,422,332                                                    | )          | (771,316 | ) | (199,371 | ) | (28,997 | ) |
| Net loss   attributable to noncontrolling interests                                             |       | (15,104                                                       | )          | (4,934 | ) | (14,037 | ) | (2,042 | ) |
| Net   (loss)/income attributable to redeemable noncontrolling interests                         |       | (34                                                           | )          | 922 |   | 178 |   | 26 |   |
| **Net   loss attributable to Tuniu Corporation**                                                |       | (2,407,194                                                    | )          | (767,304 | ) | (185,512 | ) | (26,981 | ) |
| Accretion on   redeemable noncontrolling interests                                              |       | (106                                                          | )          | (5,725 | ) | (2,422 | ) | (352 | ) |
| **Net   loss attributable to ordinary shareholders**                                            |       | (2,407,300                                                    | )          | (773,029 | ) | (187,934 | ) | (27,333 | ) |
|                                                                                            |       |                                                          |       |   |   |   |   |   |   |
| **Net   loss**                                                                                  |       | (2,422,332                                                    | )          | (771,316 | ) | (199,371 | ) | (28,997 | ) |
| Other   comprehensive income/(loss)                                                             |       |                                                          |       |   |   |   |   |   |   |
| Foreign currency   translation adjustment, net of nil tax                                       |       | 233,900                                                       |       | (128,539 | ) | 11,693 |   | 1,701 |   |
| **Comprehensive   loss**                                                                        |       | (2,188,432                                                    | )          | (899,855 | ) | (187,678 | ) | (27,296 | ) |
| Comprehensive   loss attributable to noncontrolling interests                                   |       | (15,104                                                       | )          | (4,934 | ) | (14,037 | ) | (2,042 | ) |
| Comprehensive   (loss)/income attributable to redeemable noncontrolling interests               |       | (34                                                           | )          | 922 |   | 178 |   | 26 |   |
| **Comprehensive   loss attributable to Tuniu Corporation**                                      |       | (2,173,294                                                    | )          | (895,843 | ) | (173,819 | ) | (25,280 | ) |
|                                                                                            |       |                                                          |       |   |   |   |   |   |   |
| **Loss   per share**                                                                            |       |                                                          |       |   |   |   |   |   |   |
| Basic and   diluted                                                                             |       | (6.45                                                         | )          | (2.04 | ) | (0.50 | ) | (0.07 | ) |
| Weighted average   number of ordinary shares used in computing basic and diluted loss per share |       | 373,347,855                                                   |       | 378,230,039 |   | 377,744,381 |   | 377,744,381 |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6

----

 

**TUNIU CORPORATION**

**CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY**

 

**For the Years Ended December 31, 2016, 2017 and 2018**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 
| ** **                                                                                  | ** ** | ** **               | ** ** | ** **              | ** ** | ** **        | ** ** | ** **        | ** ** | ** **      | ** ** | **Accumulated**        | ** ** | ** **         | ** ** | **Total Tuniu** | ** ** | ** **    | ** ** | ** **            | ** ** |
|---------------------------------------------------------------------------------------------|------------|--------------------------|------------|-------------------------|------------|-------------------|------------|-------------------|------------|-----------------|------------|------------------------|------------|--------------------|------------|----------------------|------------|---------------|------------|-----------------------|------------|
| ** **                                                                                  | ** ** | ** **               | ** ** | ** **              | ** ** | ** **        | ** ** | ** **        | ** ** | **Additional**  | ** ** | **other**              | ** ** | ** **         | ** ** | **Corporation**      | ** ** | ** **    | ** ** | ** **            | ** ** |
| ** **                                                                                  | ** ** | **Ordinary shares** | ** ** | **Treasury Stock** | ** ** | **paid-in ** | ** ** | **comprehensive** | ** ** | **Accumulated** | ** ** | **Shareholders’** | ** ** | **Noncontrolling** | ** ** | ** **           | ** ** |
| ** **                                                                                  | ** ** | **Shares**               | ** ** | **Amount**              | ** ** | **Shares**        | ** ** | **Amount**        | ** ** | **capital**     | ** ** | **income/(loss)**      | ** ** | **deficit**        | ** ** | **equity**           | ** ** | **interests** | ** ** | **Total Equity** | ** ** |
| ** **                                                                                  | ** ** | ** **               | ** ** | **RMB**                 | ** ** | ** **        | ** ** | **RMB**           | ** ** | **RMB**         | ** ** | **RMB**                | ** ** | **RMB**            | ** ** | **RMB**              | ** ** | **RMB**       | ** ** | **RMB**               | ** ** |
| Balance as of   January 1, 2016                                                        |       | 286,970,892              |       | 181                     |       | —            |       | —            |       | 5,482,637       |       | 167,025                |       | (2,331,399         | )          | 3,318,444            |       | 16,303        |       | 3,334,747             |       |
| Issuance of   ordinary shares upon the private placement, net of issuance costs of RMB3,414 |       | 90,909,091               |       | 60                      |       | —            |       | —            |       | 3,275,775       |       | —                 |       | —             |       | 3,275,835            |       | —        |       | 3,275,835             |       |
| Repurchase of   ordinary shares                                                             |       | —                   |       | —                  |       | (985,299          | )          | (19,708           | )          | —          |       | —                 |       | —             |       | (19,708              | )          | —        |       | (19,708               | )          |
| Issuance of   ordinary shares pursuant to share incentive plan                              |       | 1,590,774                |       | 1                       |       | —            |       | —            |       | 5,266           |       | —                 |       | —             |       | 5,267                |       | —        |       | 5,267                 |       |
| Share-based   compensation expenses                                                         |       | —                   |       | —                  |       | —            |       | —            |       | 92,419          |       | —                 |       | —             |       | 92,419               |       | —        |       | 92,419                |       |
| Foreign currency   translation adjustments                                                  |       | —                   |       | —                  |       | —            |       | —            |       | —          |       | 233,900                |       | —             |       | 233,900              |       | —        |       | 233,900               |       |
| Remeasurement of   prior year acquisitions                                                  |       | —                   |       | —                  |       | —            |       | —            |       | —          |       | —                 |       | —             |       | —               |       | (401          | )          | (401                  | )          |
| Accretion on   redeemable noncontrolling interests                                          |       | —                   |       | —                  |       | —            |       | —            |       | (106            | )          | —                 |       | —             |       | (106                 | )          | —        |       | (106                  | )          |
| Net loss                                                                                    |       | —                   |       | —                  |       | —            |       | —            |       | —          |       | —                 |       | (2,407,194         | )          | (2,407,194           | )          | (15,104       | )          | (2,422,298            | )          |
| Balance as of   December 31, 2016                                                      |       | 379,470,757              |       | 242                     |       | (985,299          | )          | (19,708           | )          | 8,855,991       |       | 400,925                |       | (4,738,593         | )          | 4,498,857            |       | 798           |       | 4,499,655             |       |
| Repurchase of   ordinary shares                                                             |       | —                   |       | —                  |       | (8,986,053        | )          | (165,711          | )          | —          |       | —                 |       | —             |       | (165,711             | )          | —        |       | (165,711              | )          |
| Issuance of   ordinary shares pursuant to share incentive plan                              |       | 9,447,258                |       | 6                       |       | —            |       | —            |       | 67,587          |       |                   |       | —             |       | 67,593               |       | —        |       | 67,593                |       |
| Share-based   compensation expenses                                                         |       | —                   |       | —                  |       | —            |       | —            |       | 98,675          |       | —                 |       | —             |       | 98,675               |       | —        |       | 98,675                |       |
| Capital   contribution to a subsidiary with noncontrolling interest                         |       | —                   |       | —                  |       | —            |       | —            |       | (2,735          | )          | —                 |       | —             |       | (2,735               | )          | 6,334         |       | 3,599                 |       |
| Foreign currency   translation adjustments                                                  |       | —                   |       | —                  |       | —            |       | —            |       |            |       | (128,539               | )          | —             |       | (128,539             | )          | —        |       | (128,539              | )          |
| Accretion on   redeemable noncontrolling interest                                           |       |                     |       |                    |       |              |       |              |       | (5,725          | )          | —                 |       | —             |       | (5,725               | )          | —        |       | (5,725                | )          |
| Net loss                                                                                    |       | —                   |       | —                  |       | —            |       | —            |       | —          |       | —                 |       | (767,304           | )          | (767,304             | )          | (4,934        | )          | (772,238              | )          |
| Balance as of   December 31, 2017                                                      |       | 388,918,015              |       | 248                     |       | (9,971,352        | )          | (185,419          | )          | 9,013,793       |       | 272,386                |       | (5,505,897         | )          | 3,595,111            |       | 2,198         |       | 3,597,309             |       |

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-7

----

 

**TUNIU CORPORATION**

**CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY**

 

**For the Years Ended December 31, 2016, 2017 and 2018**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 
| ** **                                                          | ** ** | ** **               | ** ** | ** **              | ** ** | ** **     | ** ** | **Accumulated**   | ** ** | ** **      | ** ** | **Total Tuniu**   | ** ** | ** **         | ** ** | ** ** | ** ** |
|---------------------------------------------------------------------|------------|--------------------------|------------|-------------------------|------------|----------------|------------|-------------------|------------|-----------------|------------|------------------------|------------|--------------------|------------|------------|------------|
| ** **                                                          | ** ** | ** **               | ** ** | ** **              | ** ** | **Additional** | ** ** | **other**         | ** ** | ** **      | ** ** | **Corporation**        | ** ** | ** **         | ** ** | ** ** | ** ** |
| ** **                                                          | ** ** | **Ordinary shares** | ** ** | **Treasury Stock** | ** ** | **paid-in**    | ** ** | **comprehensive** | ** ** | **Accumulated** | ** ** | **Shareholders’** | ** ** | **Noncontrolling** | ** ** | ** ** | ** ** |
| ** **                                                          | ** ** | **Shares**               | ** ** | **Amount**              | ** ** | **Shares**     | ** ** | **Amount**        | ** ** | **capital**     | ** ** | **income/(loss)**      | ** ** | **deficit**        | ** ** | **equity** | ** ** | **interests** | ** ** | **Total Equity** | ** ** |
| ** **                                                          | ** ** | ** **               | ** ** | **RMB**                 | ** ** | ** **     | ** ** | **RMB**           | ** ** | **RMB**         | ** ** | **RMB**                | ** ** | **RMB**            | ** ** | **RMB**    | ** ** | **RMB** | ** ** | **RMB** | ** ** |
|                                                                |       |                     |       |                    |       |           |       |              |       |            |       |                   |       |               |       |       |       |   |   |   |   |
| Repurchase of   ordinary shares                                     |       | —                   |       | —                  |       | (9,917,211     | )          | (141,471          | )          | —          |       | —                 |       | —             |       | (141,471   | )          | — |   | (141,471 | ) |
| Issuance of   ordinary shares pursuant to share incentive plan      |       | 413,529                  |       | 1                       |       | 564,663        |       | 22,355            |       | (18,130         | )          | —                 |       | —             |       | 4,226      |       | — |   | 4,226 |   |
| Share-based   compensation expenses                                 |       | —                   |       | —                  |       | —         |       | —            |       | 68,738          |       | —                 |       | —             |       | 68,738     |       | — |   | 68,738 |   |
| Capital   contribution to a subsidiary with noncontrolling interest |       | —                   |       | —                  |       | —         |       | —            |       | —          |       | —                 |       | —             |       | —     |       | 2,117 |   | 2,117 |   |
| Acquisition of   subsidiaries                                       |       | —                   |       | —                  |       | —         |       | —            |       | —          |       | —                 |       | —             |       | —     |       | 3,892 |   | 3,892 |   |
| Foreign currency   translation adjustments                          |       | —                   |       | —                  |       | —         |       | —            |       | —          |       | 11,693                 |       | —             |       | 11,693     |       | — |   | 11,693 |   |
| Accretion on   redeemable noncontrolling interest                   |       | —                   |       | —                  |       | —         |       | —            |       | (2,422          | )          | —                 |       | —             |       | (2,422     | )          | — |   | (2,422 | ) |
| Net loss                                                            |       | —                   |       | —                  |       | —         |       | —            |       | —          |       | —                 |       | (185,512           | )          | (185,512   | )          | (14,037 | ) | (199,549 | ) |
| Balance as of   December 31, 2018                              |       | 389,331,544              |       | 249                     |       | (19,323,900    | )          | (304,535          | )          | 9,061,979       |       | 284,079                |       | (5,691,409         | )          | 3,350,363  |       | (5,830 | ) | 3,344,533 |   |
| Balance as of   December 31, 2018(US$ (Note 2(d)))        |       | 389,331,544              |       | 36                      |       | (19,323,900    | )          | (44,293           | )          | 1,318,010       |       | 41,318                 |       | (827,781           | )          | 487,290    |       | (848 | ) | 486,442 |   |

 

F-8

----

 

**TUNIU CORPORATION**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

 

**For the Years Ended December 31, 2016, 2017 and 2018**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 
| ** **                                                                                     | ** ** | **For the Years Ended December 31,** | ** ** |
|------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                                                                                     | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                                                                                     | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| **Cash   flows from operating activities:**                                                    |       |                                                          |       |   |   |   |   |   |   |
| Net loss                                                                                       |       | (2,422,332                                                    | )          | (771,316 | ) | (199,371 | ) | (28,997 | ) |
| Depreciation of   property and equipment                                                       |       | 66,510                                                        |       | 65,704 |   | 66,903 |   | 9,731 |   |
| Amortization of   intangible assets and land use right                                         |       | 145,063                                                       |       | 150,092 |   | 153,258 |   | 22,290 |   |
| Allowance for   doubtful accounts                                                              |       | 30,919                                                        |       | 45,808 |   | 2,568 |   | 374 |   |
| Change in fair   value of contingent consideration                                             |       | (1,225                                                        | )          | 5,572 |   | (5,242 | ) | (762 | ) |
| Foreign exchange   loss                                                                        |       | 7,597                                                         |       | 673 |   | 14,279 |   | 2,077 |   |
| Loss from disposal   of property and equipment                                                 |       | 859                                                           |       | 562 |   | 1,368 |   | 199 |   |
| Share-based   compensation expenses                                                            |       | 92,419                                                        |       | 98,675 |   | 68,738 |   | 9,998 |   |
| Change in   deferred tax liabilities                                                           |       | (2,322                                                        | )          | (2,314 | ) | (2,362 | ) | (344 | ) |
| Remeasurement of   equity investments                                                          |       | —                                                        |       | — |   | (12,581 | ) | (1,830 | ) |
| Change in fair   value of investments                                                          |       | —                                                        |       | — |   | (8,153 | ) | (1,186 | ) |
| Gain from   disposal of equity investment                                                      |       | —                                                        |       | — |   | (1,850 | ) | (269 | ) |
| Changes in   operating assets and liabilities:                                                 |       |                                                          |       |   |   |   |   |   |   |
| Accounts   receivable                                                                          |       | (92,147                                                       | )          | (64,286 | ) | (60,584 | ) | (8,812 | ) |
| Amounts due from   related parties                                                             |       | (395,228                                                      | )          | 283,901 |   | 14,810 |   | 2,154 |   |
| Prepayments and   other current assets                                                         |       | (379,924                                                      | )          | 691,932 |   | (1,867 | ) | (272 | ) |
| Accrued   interests of yield enhancement products                                              |       | (29,318                                                       | )          | 15,114 |   | 10,580 |   | 1,539 |   |
| Other   non-current assets                                                                     |       | 288,460                                                       |       | (9,668 | ) | (25,606 | ) | (3,724 | ) |
| Accounts and   notes payable                                                                   |       | 133,809                                                       |       | (167,262 | ) | 553,445 |   | 80,495 |   |
| Amounts due to   related parties                                                               |       | 3,764                                                         |       | 54,398 |   | (9,765 | ) | (1,420 | ) |
| Salary and   welfare payable                                                                   |       | 42,688                                                        |       | (4,930 | ) | (83,274 | ) | (12,112 | ) |
| Taxes payable                                                                                  |       | (1,075                                                        | )          | 20,417 |   | (8,748 | ) | (1,272 | ) |
| Advances from   customers                                                                      |       | 668,567                                                       |       | (595,876 | ) | (152,335 | ) | (22,156 | ) |
| Accrued expenses   and other liabilities                                                       |       | (399,107                                                      | )          | (221,018 | ) | (34,719 | ) | (5,050 | ) |
| Accrued   interests of amounts due to the individual investors of yield enhancement   products |       | 8,065                                                         |       | (11,183 | ) | (6,559 | ) | (954 | ) |
| Non-current   liabilities                                                                      |       | (5,486                                                        | )          | (3,644 | ) | (4,844 | ) | (705 | ) |
| Net cash (used   in)/provided by operating activities                                          |       | (2,239,444                                                    | )          | (418,649 | ) | 268,089 |   | 38,992 |   |
| **Cash   flows from investing activities:**                                                    |       |                                                          |       |   |   |   |   |   |   |
| Purchase of   short-term investments                                                           |       | (5,097,309                                                    | )          | (2,488,010 | ) | (1,858,032 | ) | (270,240 | ) |
| Proceeds from   maturity of short-term investments                                             |       | 2,847,284                                                     |       | 3,271,860 |   | 4,067,804 |   | 591,638 |   |
| Purchase of   yield enhancement products                                                       |       | (807,210                                                      | )          | — |   | — |   | — |   |
| Proceeds from   maturity of yield enhancement products                                         |       | 538,485                                                       |       | 434,977 |   | 172,458 |   | 25,083 |   |
| Increase in loan   receivable                                                                  |       | (18,038                                                       | )          | (16,438 | ) | (1,326,160 | ) | (192,882 | ) |
| Purchase of   property and equipment and intangible assets                                     |       | (117,894                                                      | )          | (160,497 | ) | (119,442 | ) | (17,372 | ) |
| Cash paid for   long-term investments                                                          |       | (57,500                                                       | )          | (426,227 | ) | (874,120 | ) | (127,135 | ) |
| Proceeds from   maturity of long-term investments                                              |       | —                                                        |       | — |   | 91,030 |   | 13,240 |   |
| Cash received   from disposal of equity investment                                             |       | —                                                        |       | — |   | 3,114 |   | 453 |   |
| Cash paid for   acquisition, net of cash received                                              |       | (16,501                                                       | )          | (111 | ) | (2,660 | ) | (387 | ) |
| Net cash (used   in)/provided by investing activities                                          |       | (2,728,683                                                    | )          | 615,554 |   | 153,992 |   | 22,398 |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-9

----

 

**TUNIU CORPORATION**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

 

**For the Years Ended December 31, 2016, 2017 and 2018**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 
| ** **                                                                        | ** ** | **For the Years Ended December 31,** | ** ** |
|-----------------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                                                                        | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                                                                        | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| **Cash   flows from financing activities:**                                       |       |                                                          |       |   |   |   |   |   |   |
| Proceeds from   the private placement, net of issuance cost                       |       | 3,275,835                                                     |       | — |   | — |   | — |   |
| Cash paid for repurchase   of ordinary shares                                     |       | (19,708                                                       | )          | (166,149 | ) | (139,070 | ) | (20,227 | ) |
| Proceeds from   issuance of ordinary shares upon exercise of options              |       | 8,483                                                         |       | 67,344 |   | 4,585 |   | 667 |   |
| Contingent   consideration paid for business acquisitions                         |       | (2,250                                                        | )          | (6,800 | ) | (6,800 | ) | (989 | ) |
| Repurchase of   redeemable noncontrolling interests                               |       | —                                                        |       | — |   | (30,000 | ) | (4,363 | ) |
| Cash   contribution from noncontrolling interests                                 |       | —                                                        |       | 3,599 |   | 2,117 |   | 308 |   |
| Proceeds from   sales/(redemption) of yield enhancement products                  |       | 274,698                                                       |       | (682,760 | ) | (171,412 | ) | (24,931 | ) |
| Repayment of   short-term borrowings                                              |       | —                                                        |       | — |   | (390 | ) | (59 | ) |
| Proceeds from   short-term and long-term borrowings                               |       | —                                                        |       | — |   | 195,758 |   | 28,472 |   |
| Cash   contribution from redeemable noncontrolling interest holders               |       | 90,000                                                        |       | — |   | — |   | — |   |
| Net cash   provided by/(used in) financing activities                             |       | 3,627,058                                                     |       | (784,766 | ) | (145,212 | ) | (21,122 | ) |
| Effect of   exchange rate changes on cash, cash equivalents and restricted cash   |       | 110,652                                                       |       | (46,025 | ) | (21,754 | ) | (3,164 | ) |
| **Net   (decrease)/increase  in cash, cash equivalents and restricted cash** |       | (1,230,417                                                    | )          | (633,886 | ) | 255,115 |   | 37,104 |   |
| Cash, cash   equivalents and restricted cash at the beginning of year             |       | 2,440,214                                                     |       | 1,209,797 |   | 575,911 |   | 83,763 |   |
| Cash, cash   equivalents and restricted cash at the end of year                   |       | 1,209,797                                                     |       | 575,911 |   | 831,026 |   | 120,867 |   |
| **Supplemental   disclosure of cash flow information**                            |       |                                                          |       |   |   |   |   |   |   |
| Income tax paid                                                                   |       | 1,506                                                         |       | 12,199 |   | 3,740 |   | 544 |   |
|                                                                              |       |                                                          |       |   |   |   |   |   |   |
| **Supplemental   disclosure of non-cash investing and financing activities**      |       |                                                          |       |   |   |   |   |   |   |
| Accrual related   to purchase of property and equipment                           |       | 16,963                                                        |       | 11,859 |   | 5,202 |   | 757 |   |
| Receivables   related to exercise of stock options                                |       | (163                                                          | )          | (385 | ) | (23 | ) | (3 | ) |
| Accrual related   to business acquisition                                         |       | 39,344                                                        |       | 38,116 |   | 36,456 |   | 5,302 |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-10

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**1. Organization and Principal Activities**

 

Tuniu Corporation (the “Company”) is an exempted company with limited liability incorporated in the Cayman Islands. The Company, its subsidiaries and the consolidated variable interest entity (“VIE”) and its subsidiaries (collectively referred to as the “Affiliated Entities”) are collectively referred to as the “Group”. The Group’s principal activity is the provision of travel-related services in the People’s Republic of China (“PRC”).

 

As of December 31, 2018, the Company’s significant consolidated subsidiaries and the consolidated Affiliated Entities are as follows:

 
| **Name of subsidiaries and   Affiliated entities** | ** ** | **Date of establishment/acquisition** | ** ** | **Place of   incorporation** | ** ** | **Percentage of   direct or indirect   economic   ownership** | ** ** |
|------------------------------------------------------------------------|------------|-------------------------------------------------|------------|-----------------------------------|------------|------------------------------------------------------------------------------|------------|
| **Subsidiaries   of the Company:**                                     |       |                                            |       |                              |       |                                                                         |       |
| Tuniu (HK)   Limited                                                   |       | Established on May 20, 2011                |       | Hong Kong                    |       | 100                                                                          | %          |
| Tuniu (Nanjing)   Information Technology Co., Ltd.                |       | Established on August 24, 2011             |       | PRC                               |       | 100                                                                          | %          |
| Beijing Tuniu   Technology Co., Ltd. (“Beijing Tuniu”)  |       | Established on September 8, 2008           |       | PRC                               |       | 100                                                                          | %          |
| Xiamen Suiwang   International Travel Service Co., Ltd.           |       | Established on January 26, 2016            |       | PRC                               |       | 100                                                                          | %          |
| Tianjin Tuniu   International Travel Service Co., Ltd.            |       | Established on March 23, 2016              |       | PRC                               |       | 100                                                                          | %          |
| **Variable   Interest Entity (“VIE”)**                       |       |                                            |       |                              |       |                                                                         |       |
| Nanjing Tuniu   Technology Co., Ltd. (“Nanjing Tuniu”)  |       | Established on December 18, 2006           |       | PRC                               |       | 100                                                                          | %          |
| **Subsidiaries   of VIE**                                              |       |                                            |       |                              |       |                                                                         |       |
| Shanghai Tuniu   International Travel Service Co., Ltd.           |       | Acquired on August 22, 2008                |       | PRC                               |       | 100                                                                          | %          |
| Nanjing Tuniu   International Travel Service Co., Ltd.            |       | Acquired on December 22, 2008              |       | PRC                               |       | 100                                                                          | %          |
| Beijing Tuniu   International Travel Service Co., Ltd.            |       | Acquired on November 18, 2009              |       | PRC                               |       | 100                                                                          | %          |
| Nanjing Tuzhilv   Tickets Sales Co., Ltd.                         |       | Established on April 19, 2011              |       | PRC                               |       | 100                                                                          | %          |
| Beijing Global   Tour International Travel Service Co., Ltd.      |       | Acquired on July 1, 2015                   |       | PRC                               |       | 75.02                                                                        | %          |
| Tuniu Insurance   Brokers Co., Ltd.                               |       | Acquired on August 11, 2015                |       | PRC                               |       | 100                                                                          | %          |

 

**2. Principal Accounting Policies**

 

***(a) Basis of Presentation***

 

The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

Financial statements of 2016 have been adjusted to conform to the current year presentation. Such adjustments relate to the adoptions of Accounting Standards Update (“ASU”) 2014-09 as further described in Note 2(s) “Revenue Recognition” and Note 2(af) “Recently Issued Accounting Pronouncements”.

 

***Liquidity***

 

The Group’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Group incurred net losses of approximately RMB2,407,194, RMB767,304 and RMB185,512 for the years ended December 31, 2016, 2017 and 2018, respectively. Net cash used in operating activities was approximately RMB2,239,444 and RMB418,649 for the years ended December 31, 2016 and 2017 respectively, and net cash provided by operating activities was RMB268,089 for the year ended December 31, 2018. Accumulated deficit was RMB4,738,593, RMB5,505,897 and RMB5,691,409 as of December 31, 2016, 2017 and 2018, respectively. The Group has adopted ASU No. 2014-15, “Presentation of FinancialStatements — Going Concern”. As of December 31, 2018, the Group had net current assets and management believes that the Group’s available cash, cash equivalents, short-term investments and cash generated from operations will be sufficient to meet working capital requirements and capital expenditures in the ordinary course of business for the next twelve months.

 

F-11

----

 

**TUNIU CORPORATION**

** **

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(b) Principles of Consolidation***

 

The consolidated financial statements include the financial statements of the Company, its subsidiaries, the Affiliated Entities for which the Company is the primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of board of directors, or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

 

A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, has controlling interest and therefore the Company or its subsidiary is the primary beneficiary of the entity. In determining whether the Company or its subsidiary has controlling interests in a VIE, the Company considers whether the company or its subsidiary has the power to direct activities that most significantly impact the VIE’s economic performance, and the right to receive benefits from the VIE or the obligation right to absorb losses of the VIE that could be potentially significant to the VIE.

 

All significant transactions and balances among the Company, its subsidiaries and the Affiliated Entities have been eliminated upon consolidation.

 

To comply with PRC laws and regulations that restrict foreign equity ownership of companies that operate internet content, travel agency and air-ticketing services, the Company operates its website and engaged in such restricted services through Nanjing Tuniu and its subsidiaries. Nanjing Tuniu’s equity interests are held by Dunde Yu, the Company’s Chief Executive Officer, Haifeng Yan, the Company’s director, and several other PRC citizens. On September 17, 2008, Beijing Tuniu, one of the Company’s wholly owned subsidiaries, entered into a series of agreements with Nanjing Tuniu and its shareholders. Pursuant to these agreements, Beijing Tuniu has the ability to direct substantially all the activities of Nanjing Tuniu, and absorb substantially all of the risks and rewards of the Affiliated Entities. As a result, Beijing Tuniu is the primary beneficiary of Nanjing Tuniu, and has consolidated the Affiliated Entities.

 

***Contractual arrangements***

 

On September 17, 2008, Beijing Tuniu entered into a series of contractual agreements with Nanjing Tuniu and its shareholders. The following is a summary of the agreements which allow the Company to exercise effective control over Nanjing Tuniu:

 

***(1) Purchase Option Agreement.***

 

Under the purchase option agreement entered between Beijing Tuniu and the shareholders of Nanjing Tuniu on September 17, 2008, Beijing Tuniu has the irrevocable exclusive right to purchase, or have its designated person or persons to purchase all or part of the shareholders’ equity interests in Nanjing Tuniu at RMB1,800 which was increased to RMB2,430 in March 2014. The option term remains valid for a period of 10 years and can be extended indefinitely at Beijing Tuniu’s discretion. The purchase consideration was paid by Beijing Tuniu to the shareholders of Nanjing Tuniu shortly after the purchase option agreement was entered. On January 24, 2014, the Company amended and restated the purchase option agreement, and the effective term of the purchase option agreement has been changed to until all equity interests held in Nanjing Tuniu are transferred or assigned to Beijing Tuniu or its designated person or persons.

 

***(2) Equity Interest Pledge Agreement.***

 

Under the equity interest pledge agreement entered between Beijing Tuniu and the shareholders of Nanjing Tuniu on September 17, 2008, the shareholders pledged all of their equity interests in Nanjing Tuniu to guarantee their performance of their obligations under the purchase option agreement. If the shareholders of Nanjing Tuniu breach their contractual obligations under the purchase option agreement, Beijing Tuniu, as the pledgee, will have the right to either conclude an agreement with the pledgor to obtain the pledged equity or seek payments from the proceeds of the auction or sell-off of the pledged equity to any person pursuant to the PRC law. The shareholders of Nanjing Tuniu agreed that they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests. During the equity pledge period, Beijing Tuniu is entitled to all dividends and other distributions made by Nanjing Tuniu. The equity interest pledge agreement remains effective until the shareholders of Nanjing Tuniu discharge all their obligations under the purchase option agreement, or Beijing Tuniu enforces the equity interest pledge, whichever is earlier.

 

F-12

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(b) Principles of Consolidation - continued***

 

***(3) Shareholders’ Voting Rights Agreement.***

 

Under the shareholders’ voting rights agreement entered between Beijing Tuniu and the shareholders of Nanjing Tuniu on September 17, 2008, each of the shareholders of Nanjing Tuniu appointed Beijing Tuniu’s designated person as their attorney-in-fact to exercise all of their voting and related rights with respect to their equity interests in Nanjing Tuniu, including attending shareholders’ meetings, voting on all matters of Nanjing Tuniu, nominating and appointing directors, convene extraordinary shareholders’ meetings, and other voting rights pursuant to the then effective articles of association. The shareholders’ voting rights agreement will remain in force for an unlimited term, unless all the parties to the agreement mutually agree to terminate the agreement in writing or cease to be shareholders of Nanjing Tuniu.

 

***(4) Irrevocable Powers of Attorney.***

 

Under the powers of attorney issued by the shareholders of Nanjing Tuniu on September 17, 2008, the shareholders of Nanjing Tuniu each irrevocably appointed Mr. Tao Jiang, a person designated by Beijing Tuniu, as the attorney-in-fact to exercise all of their voting and related rights with respect to their equity interests in Nanjing Tuniu. Each power of attorney will remain in force until the shareholders’ voting rights agreement expires or is terminated. On January 24, 2014, the shareholders of Nanjing Tuniu issued powers of attorney to irrevocably appoint Beijing Tuniu as the attorney-in-fact to exercise all of their voting and related rights with respect to their equity interests in Nanjing Tuniu. These powers of attorney replaced the powers of attorney previously granted to Mr. Tao Jiang on September 17, 2008.

 

***(5) Cooperation Agreement.***

 

Under the cooperation agreement entered between Beijing Tuniu and Nanjing Tuniu, Beijing Tuniu has the exclusive right to provide Nanjing Tuniu technology consulting and services related to Nanjing Tuniu’s operations, which require certain licenses. Beijing Tuniu owns the exclusive intellectual property rights created as a result of the performance of this agreement. Nanjing Tuniu agrees to pay Beijing Tuniu a monthly service fee for services performed, and the monthly service fee shall not be lower than 100% of Nanjing Tuniu’s profits generated from such cooperation, which equal revenues generated from such cooperation, after deducting the expenses it incurred. This agreement remains effective for an unlimited term, unless the parties mutually agree to terminate the agreement, one of the parties is declared bankrupt or Beijing Tuniu is not able to provide consulting and services as agreed for more than three consecutive years because of force majeure. On January 24, 2014, the Company amended and restated the Cooperation Agreement. In the amended and restated agreement, the service fee has been changed to a quarterly payment which equals the profits of each of Nanjing Tuniu and its subsidiaries, and that Beijing Tuniu can adjust the service fee at its own discretion. Also in the amended and restated Cooperation Agreement, Beijing Tuniu has the unilateral right to terminate the agreement.

 

In the years ended December 31, 2016, 2017 and 2018, the Company and its subsidiaries received service fees of RMB109,572, RMB138,054 and RMB197,853, respectively, from its consolidated Affiliated Entities, which were eliminated in the consolidated financial statements.

 

F-13

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(b) Principles of Consolidation - continued***

 

*Risks in relation to the VIE structure*

 

The Group believes that each of the agreements and the powers of attorney under the contractual arrangements among Beijing Tuniu, Nanjing Tuniu and its shareholders is valid, binding and enforceable, and does not and will not result in any violation of PRC laws or regulations currently in effect. The legal opinion of Fangda Partners, which was the Company’s PRC legal counsel, also supports this conclusion. The shareholders of Nanjing Tuniu are also shareholders, nominees of shareholders, or designated representatives of shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements and if the shareholders of Nanjing Tuniu were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms.

 

The Company’s ability to control Nanjing Tuniu also depends on the power of attorney Beijing Tuniu has to vote on all matters requiring shareholder approval in Nanjing Tuniu. As noted above, the Company believes this power of attorney is legally enforceable but it may not be as effective as direct equity ownership.

 

In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC government could:

 

·                     levying fines or confiscate the Group’s income;

·                     revoke the Group’s business or operating licenses;

·                     require the Group to discontinue, restrict or restructure its operations;

·                     shut down the Group’s servers or block the Group’s websites and mobile platform;

·                     restrict or prohibit the use of the Group’s financing proceeds to finance its business and operations in China; or

·                     take other regulatory or enforcement actions against the Group that could be harmful to the Group’s business

 

The imposition of any of these penalties may result in a material and adverse effect on the Group’s ability to conduct the Group’s business. In addition, the imposition of any of these penalties may cause the Group to lose the right to direct the activities of Nanjing Tuniu (through its equity interest in its subsidiaries) or the right to receive economic benefits from the Affiliated Entities. Therefore, a risk exists in that the Group would no longer be able to consolidate Nanjing Tuniu and its subsidiaries. In March 2019, the PRC National People’s Congress promulgated the Foreign Investment Law, or the 2019 PRC Foreign Investment Law, which will become effective on January 1, 2020 and will replace the major existing laws and regulations governing foreign investment in the PRC. The approved Foreign Investment Law does not touch upon the relevant concepts and regulatory regimes that were historically suggested for the regulation of VIE structures, and thus this regulatory topic remains unclear under the Foreign Investment Law. As the 2019 PRC Foreign Investment Law is newly adopted and relevant government authorities may promulgate more laws, regulations or rules on the interpretation and implementation of the 2019 PRC Foreign Investment Law, the possibility can’t be ruled out that the VIE structure adopted by the Group may be deemed as a method of foreign investment by, any of such future laws, regulations and rules, which cause significant uncertainties as to whether the Group’s VIE structures would be treated as a method of foreign investment. If the Group’s VIE structure would be deemed as a method of foreign investment under any of such future laws, regulations and rules, and any of the Group’s businesses operation would fall in the “negative list” for foreign investment that is subject to any foreign investment restrictions or prohibitions, the Group would be required to take further actions to comply with such laws, regulations and rules, which may materially and adversely affect the Group’s current corporate structure, corporate governance, business, financial conditions and results of operations.

 

*Summary financial information of the Affiliated Entities in the consolidated financial statements*

 

As of December 31, 2018, the aggregate accumulated deficit of the Affiliated Entities was RMB3,764 million prior to the elimination of transactions between the Affiliated Entities and the Company or the Company’s subsidiaries.

 

F-14

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(b) Principles of Consolidation - continued***

 

The following assets, liabilities, revenues and loss of the Affiliated Entities were included in the consolidated financial statements as of December 31, 2017 and 2018 and for the years ended December 31, 2016, 2017 and 2018:

 
| ** **                                                             | ** ** | **As of December 31,** | ** ** |
|------------------------------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                                             | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                                             | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| **ASSETS**                                                             |       |                                  |       |   |   |   |   |
| **Current   assets**                                                   |       |                                  |       |   |   |   |   |
| Cash and cash   equivalents                                            |       | 289,259                               |       | 254,373 |   | 36,997 |   |
| Restricted cash                                                        |       | 90,854                                |       | 261,559 |   | 38,042 |   |
| Short-term   investments                                               |       | 1,685,045                             |       | 584,032 |   | 84,944 |   |
| Accounts   receivable, net                                             |       | 140,464                               |       | 266,225 |   | 38,721 |   |
| Intercompany receivables                                               |       | 1,595,225                             |       | 499,276 |   | 72,617 |   |
| Prepayments and   other current assets                                 |       | 228,604                               |       | 769,824 |   | 111,966 |   |
| Yield   enhancement products and accrued interest                      |       | 21,337                                |       | — |   | — |   |
| **Total   current assets**                                             |       | 4,050,788                             |       | 2,635,289 |   | 383,287 |   |
|                                                                   |       |                                  |       |   |   |   |   |
| **Non-current   assets**                                               |       |                                  |       |   |   |   |   |
| Long-term   investments                                                |       | 501,227                               |       | 1,022,453 |   | 148,710 |   |
| Property and   equipment, net                                          |       | 84,755                                |       | 137,267 |   | 19,965 |   |
| Intangible   assets, net                                               |       | 95,550                                |       | 85,388 |   | 12,419 |   |
| Goodwill                                                               |       | 137,074                               |       | 137,074 |   | 19,937 |   |
| Yield   enhancement products over one year and accrued interest        |       | 170,505                               |       | — |   | — |   |
| Other   non-current assets                                             |       | 27,258                                |       | 66,335 |   | 9,648 |   |
| **Total   non-current assets**                                         |       | 1,016,369                             |       | 1,448,517 |   | 210,679 |   |
| **Total   assets**                                                     |       | 5,067,157                             |       | 4,083,806 |   | 593,966 |   |
|                                                                   |       |                                  |       |   |   |   |   |
| **LIABILITIES**                                                        |       |                                  |       |   |   |   |   |
| **Current   liabilities**                                              |       |                                  |       |   |   |   |   |
| Accounts and   notes payable                                           |       | 629,707                               |       | 1,251,543 |   | 182,029 |   |
| Salary and   welfare payable                                           |       | 157,440                               |       | 82,254 |   | 11,963 |   |
| Taxes payable                                                          |       | 8,952                                 |       | 11,809 |   | 1,718 |   |
| Advances from   customers                                              |       | 1,145,306                             |       | 998,041 |   | 145,159 |   |
| Intercompany   payable                                                 |       | 4,966,577                             |       | 5,141,083 |   | 747,740 |   |
| Accrued expenses   and other current liabilities                       |       | 334,286                               |       | 347,443 |   | 50,533 |   |
| Amount due to   the individual investors of yield enhancement products |       | 177,971                               |       | — |   | — |   |
| **Total   current liabilities**                                        |       | 7,420,239                             |       | 7,832,173 |   | 1,139,142 |   |
| Non-current   liabilities                                              |       | 1,378,584                             |       | 17,838 |   | 2,594 |   |
| **Total   liabilities**                                                |       | 8,798,823                             |       | 7,850,011 |   | 1,141,736 |   |

 

F-15

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(b) Principles of Consolidation - continued***

 
| ** **                                            | ** ** | **For the Years Ended December 31,** | ** ** |
|-------------------------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                                            | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                                            | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Net revenues                                          |       | 10,562,269                                                    |       | 1,954,746 |   | 1,524,924 |   | 221,791 |   |
| Net loss                                              |       | (2,034,208                                                    | )          | (348,755 | ) | (29,031 | ) | (4,222 | ) |
| Net cash (used   in)/provided by operating activities |       | (972,677                                                      | )          | (232,926 | ) | 31,282 |   | 4,550 |   |
| Net cash used in   investing activities               |       | (208,278                                                      | )          | (1,021,286 | ) | (465,029 | ) | (67,636 | ) |
| Net cash provided   by financing activities           |       | 995,740                                                       |       | 1,303,661 |   | 569,565 |   | 82,840 |   |

 

Certain financial data of 2016 listed in the tables above have been recast as a result of the adoption of Accounting Standards Update (“ASU”) 2014-09 as further described in Note 2(s) “Revenue Recognition” and Note 2(af) “Recently Issued Accounting Pronouncements”.

 

Currently there is no contractual arrangement that could require the Company to provide additional financial support to the Affiliated Entities. As the Company is conducting its business mainly through the Affiliated Entities, the Company may provide such support on a discretionary basis in the future, which could expose the Company to a loss.

 

Under the contractual arrangements with Nanjing Tuniu and through its equity interest in its subsidiaries, the Group has the power to direct the activities of the Affiliated Entities and direct the transfer of assets out of the Affiliated Entities. As the consolidated Affiliated Entities are each incorporated as a limited liability company under the PRC Company Law, the creditors do not have recourse to the general credit of the Company for all of the liabilities of the consolidated Affiliated Entities.

 

***(c) Use of Estimates***

 

The preparation of the Group’s consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates. Significant accounting estimates reflected in the Group’s consolidated financial statements mainly include fair value of short-term and long-term investments, recoverability of receivables, estimating useful lives of property and equipment and intangible assets, impairment for goodwill and long-lived assets, the purchase price allocation in relation to business combination, fair value of contingent considerations with respect to business combinations, losses due to committed tour reservations, the valuation allowance for deferred tax assets and the determination of uncertain tax positions.

 

F-16

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(d) Functional Currency and Foreign Currency Translation***

 

The Group uses Renminbi (“RMB”) as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of PRC is the United States dollar (“US$”), while the functional currency of the PRC entities in the Group is RMB as determined based on ASC 830, *Foreign Currency Matters* .

 

Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are re-measured at the balance sheet date exchange rate. The resulting exchange differences are included in the consolidated statements of comprehensive loss as foreign exchange gains / losses.

 

When preparing the consolidated financial statements presented in RMB, assets and liabilities of the Company and its subsidiaries incorporated outside of PRC are translated into RMB at fiscal year-end exchange rates, and equity accounts are translated into RMB at historical exchange rates. Income and expense items are translated at average exchange rates prevailing during the respective fiscal years. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of accumulated other comprehensive income or loss in the consolidated statement of changes in shareholders’ equity.

 

The unaudited United States dollar amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers. Translations of amounts from RMB into US$ for the convenience of the reader were calculated at the rate of US$1.00 = RMB6.8755 on December 31, 2018, as set forth in H.10 statistical release of the Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be, converted into US$ at that rate on December 31, 2018, or at any other rate.

 

***(e) Fair Value Measurement***

 

The Group defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:

 

Level 1        applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2        applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3        applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

 

The Group’s financial instruments include cash and cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable, amounts due from and due to related parties, balance in relation to yield enhancement products, long-term investments in financial products, contingent consideration for acquisitions and certain accrued liabilities and other current liabilities. The carrying values of these financial instruments approximated their fair values due to the short-term maturity of these instruments except for certain investments which are carried at fair value at each balance sheet date. Certain short-term and long-term investments in financial products and securities classified within Level 2 are valued using directly or indirectly observable inputs in the market place. Certain long-term investments in financial products classified within Level 3 are valued based on a model utilizing unobservable inputs which require significant management judgment and estimation.

 

The Group’s assets and liabilities measured at fair value on a recurring basis are summarized below:

 
| ** **               | ** ** | **Fair Value Measurement Using Significant   Other   Observable Inputs (Level 2)** | ** ** |
|--------------------------|------------|-----------------------------------------------------------------------------------------------------------------------|------------|
| ** **               | ** ** | **2017**                                                                                                              | ** ** | **2018** | ** ** |
| ** **               | ** ** | **RMB**                                                                                                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Short-term   investments |       | 3,084,634                                                                                                             |       | 562,794 |   | 81,855 |   |
| Long-term   investments  |       | 394,923                                                                                                               |       | 52,441 |   | 7,627 |   |

 

F-17

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(e) Fair Value Measurement - continued***

 
| ** **                                               | ** ** | **Fair Value Measurement Using   Unobservable Inputs (Level 3)** | ** ** |
|----------------------------------------------------------|------------|------------------------------------------------------------------------------------------------|------------|
| ** **                                               | ** ** | **2017**                                                                                       | ** ** | **2018** | ** ** |
| ** **                                               | ** ** | **RMB**                                                                                        | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Short-term   investments                                 |       | —                                                                                         |       | 255,237 |   | 37,123 |   |
| Long-term   investments                                  |       | —                                                                                         |       | 844,843 |   | 122,877 |   |
| Contingent   consideration for acquisitions - short term |       | 26,925                                                                                         |       | 25,692 |   | 3,756 |   |
| Contingent   consideration for acquisitions - long term  |       | 11,191                                                                                         |       | 10,764 |   | 1,566 |   |

 

The roll forward of major Level 3 investments are as following:

 
| ** **                                                      | ** ** | **As of December 31,** | ** ** |
|-----------------------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                                      | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                                      | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Fair value of   Level 3 investment at the beginning of the year |       | —                                |       | — |   | — |   |
| Addition                                                        |       | —                                |       | 1,547,135 |   | 225,022 |   |
| Decrease                                                        |       |                                  |       | (457,564 | ) | (66,550 | ) |
| The change in   fair value of the investments                   |       | —                                |       | 10,509 |   | 1,528 |   |
| Fair value of   Level 3 investment at the end of the year       |       | —                                |       | 1,100,080 |   | 160,000 |   |

 

The Company determined the fair value of its investments by using income approach with significant unobservable inputs of future cashflows and discount rate ranging from 6.0% to 9.0%.

 

The roll forward of contingent consideration for acquisitions is as below:

 
| ** **                             | ** ** | **As of December 31,** | ** ** |
|----------------------------------------|------------|---------------------------------------|------------|
| ** **                             | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                             | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note 2(d))** | ** ** |
| Balance at the   beginning of the year |       | 39,344                                |       | 38,116 |   | 5,544 |   |
| Addition                               |       | —                                |       | 10,382 |   | 1,509 |   |
| Net change in   fair value             |       | 5,572                                 |       | (5,242 | ) | (762 | ) |
| Payment                                |       | (6,800                                | )          | (6,800 | ) | (989 | ) |
| Balance at the   end of the year       |       | 38,116                                |       | 36,456 |   | 5,302 |   |

 

Contingent consideration is valued using an expected cash flow method with unobservable inputs including the probability to achieve the operating and financial targets, which is assessed by the Group, in connection with the contingent consideration arrangements.

 

***(f) Cash and Cash Equivalents***

 

Cash and cash equivalents represent cash on hand and demand deposits placed with banks, other financial institutions and Alipay, a third party payment processor, which are unrestricted as to withdrawal or use.

 

***(g) Restricted Cash***

 

Restricted cash represents cash that cannot be withdrawn without the permission of third parties. The Group’s restricted cash mainly represents (i) cash deposits required by tourism administration departments as a pledge to secure travellers’ rights and interests, (ii) cash deposits required by China Insurance Regulatory Commission for engaging in insurance agency or brokering activities. (iii) the deposits held in designated bank accounts for issuance of bank acceptance notes and letter of guarantee, and required by the Group’s business partners.

 

***(h) Short-term Investments***

 

Short-term investments are comprised of (i) held-to-maturity investments such as time deposits, which are due between three months and one year and stated at amortized cost; and (ii) equity securities and investments in financial products issued by banks or other financial institutions, which contain a fixed or variable interest rate and with original maturities between three months and one year. Such investments are generally not permitted to be redeemed early or are subject to penalties for redemption prior to maturity. These investments are stated at fair value. Changes in the fair value are reflected in the consolidated statements of comprehensive loss. There was no other-than-temporary impairment of short-term investments for the years ended December 31, 2016, 2017 and 2018.

 

***(i) Accounts Receivable, net***

 

The Group’s accounts receivable mainly consist of amounts due from the corporate customers, travel agents, insurance companies and travel boards or bureaus, which are carried at the original invoice amount less an allowance for doubtful accounts. The Group reviews accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. The Group evaluates the collectability of accounts receivable considering many factors including reviewing accounts receivable balances, historical bad debt rates, payment patterns, counterparties’ credit worthiness and financial conditions, and industry trend analysis. The Group recognized allowance for doubtful accounts of RMB5,297, RMB13,332 and RMB3,299 for the years ended December 31, 2016, 2017 and 2018, respectively.

 

The following table summarized the details of the Group’s allowance for doubtful accounts:

 
| **  **               | ** ** | **For the Years Ended December 31,** | ** ** |
|--------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                     | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                     | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Balance at   beginning of year |       | —                                                        |       | 4,856 |   | 16,905 |   | 2,459 |   |
| Addition                       |       | 5,297                                                         |       | 13,332 |   | 4,200 |   | 611 |   |
| Reversal                       |       | —                                                        |       | — |   | (901 | ) | (131 | ) |
| Write-offs                     |       | (441                                                          | )          | (1,283 | ) | — |   | — |   |
| Balance at end   of period     |       | 4,856                                                         |       | 16,905 |   | 20,204 |   | 2,939 |   |

 

F-18

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(j) Long-term investments***

 

Long-term investments include equity investments, held-to-maturity investments and other long-term investments.

 

*Equity investments*

 

The Group accounts for the investments in entities with significant influence under equity-method accounting. Under this method, the Group’s pro rata share of income (loss) from an investment is recognized in the consolidated statements of comprehensive loss. Dividends received reduce the carrying amount of the investment. Equity-method investment is reviewed for impairment by assessing if the decline in fair value of the investment below the carrying value is other-than-temporary. In making this determination, factors are evaluated in determining whether a loss in value should be recognized. These include consideration of the intent and ability of the Group to hold investment and the ability of the investee to sustain an earnings capacity, justifying the carrying amount of the investment. Impairment losses are recognized when a decline in value is deemed to be other-than-temporary.

 

The Group adopted the ASU 2016-01, *“Financial Instruments — Overall (Subtopic 825-10) — Recognition and Measurement of Financial Assets and Financial Liabilities”,* effective from January 1, 2018. The Group elects a measurement alternative for equity investments that do not have readily determinable fair values and where the Group does not have the ability to exercise significant influence over operating and financial policies of the entity. Under the measurement alternative, the Group measures these investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. An impairment loss is recognized in the consolidated statements of comprehensive loss equal to the excess of the investment’s cost over its fair value when the impairment is deemed other-than-temporary.

 

*Held-to-maturity investments*

 

The investments that the Group intends and is able to hold to maturity are classified as held-to-maturity investments and are stated at amortized cost, and interest income is recorded in the consolidated statements of comprehensive income. The Group monitors these investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends and other company-specific information.

 

*Other long-term investments*

 

Other long-term investments include financial products with maturities over one year and securities including perpetual bonds and preferred shares issued by companies, which are carried at their fair value at each balance sheet date and changes in fair value are reflected in the consolidated statements of operations and comprehensive income.

 

No event had occurred and indicated that other-than-temporary impairment existed and therefore the Group did not record any impairment charges for its investments for the years ended December 31, 2016, 2017 and 2018.

 

***(k) Property and Equipment***

 

Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. Property and equipment are depreciated over the estimated useful lives on a straight-line basis. The estimated useful lives are as follows:

 
| **Category**            | ** ** | **Estimated useful life**                                                                                                             |
|-------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
| Computers and equipment |       | 3 - 5 years                                                                                                                                     |
| Buildings               |       | 16 - 20 years                                                                                                                                   |
| Furniture and fixtures  |       | 3 - 5 years                                                                                                                           |
| Vehicles                |       | 3 - 5 years                                                                                                                                     |
| Software                |       | 5 years                                                                                                                                         |
| Leasehold improvements  |       | Over the shorter of the lease term or   the estimated useful life of the asset ranging from 1 – 9 years |

 

F-19

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(k) Property and Equipment - continued***

 

Construction in progress represents leasehold improvements under construction or being installed and is stated at cost. Cost comprises original cost of property and equipment, installation, construction and other direct costs. Construction in progress is transferred to leasehold improvements and depreciation commences when the asset is ready for its intended use.

 

Gain or loss on the disposal of property and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of comprehensive loss.

 

***(l) Land use right, net***

 

Land use right represents the payments for usage of land for office buildings, which is recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over their respective lease period which is 49.

 

***(m) Capitalized Software Development Cost***

 

The Group has capitalized certain direct development costs associated with internal-used software in accordance with ASC 350-40, “ *Internal-use software”* , which requires the capitalization of costs relating to certain activities of developing internal-use software that occur during the application development stage. Costs capitalized mainly include payroll and payroll-related costs for employees who devoted time to the internal-use software projects during the application development stage. Capitalized internal-use software costs are stated at cost less accumulated amortization and the amount is included in “property and equipment, net” on the consolidated balance sheets, with an estimated useful life of five years. Software development cost capitalized amounted to RMB8,516, RMB19,545 and RMB75,443 for the years ended December 31, 2016, 2017 and 2018, respectively. The amortization expense for capitalized software costs amounted to RMB3,768, RMB5,729 and RMB14,699 for the years ended December 31, 2016, 2017 and 2018, respectively. The unamortized amount of capitalized internal use software development costs was RMB91,684 as of December 31, 2018.

 

***(n) Business combination***

 

U.S. GAAP requires that all business combinations not involving entities or businesses under common control be accounted for under the purchase method. The Group has adopted ASC 805 *“Business Combinations”* , and the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred and equity instruments issued. The transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of the (i) the total of cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of operations and comprehensive income.

 

The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to forecast the future cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity’s current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. Although management believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from the forecasted amounts and the difference could be material. The Group recognized adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.

 

A noncontrolling interest is recognized to reflect the portion of a subsidiary’s equity which is not attributable, directly or indirectly, to the Group. Consolidated net loss on the consolidated statements of comprehensive loss includes the net loss attributable to noncontrolling interests when applicable. The cumulative results of operations attributable to noncontrolling interests are also recorded as noncontrolling interests in the Group’s consolidated balance sheets. Cash flows related to transactions with noncontrolling interests are presented under financing activities in the consolidated statements of cash flows when applicable.

 

Subsequent to the initial measurement of acquisition, adjustments to the amount of contingent consideration are recognized as a gain or loss during the period of adjustments, and are reflected in other operating income.

 

F-20

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(o) Intangible Assets***

 

Intangible assets purchased are recognized and measured at cost upon acquisition and intangible assets arising from acquisitions of subsidiaries are recognized and measured at fair value upon acquisition. The Company’s purchased intangible assets include computer software, which are amortized on a straight-line basis over their estimated useful lives 3 years. Separable intangible assets arising from acquisitions consist of trade names, customer relationship, software, technology, non-compete agreements, travel licenses, insurance agency license and business cooperation agreement with JD.com Inc., which are amortized on a straight-line basis over their estimated useful lives of 3.5 to 20 years. The estimated life of intangible assets subject to amortization is reassessed if circumstances occur that indicate the life has changed. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. No impairment of intangible assets was recognized for the years ended December 31, 2016, 2017 and 2018.

 

***(p) Goodwill***

 

Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired in business combinations. Goodwill is not amortized, but tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.

 

The Group adopted Accounting Standards Update (“ASU”) 2011-08, “ *Intangibles—Goodwill and Other (Topic 350)* “. This accounting standard gives the Group an option to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, goodwill is then tested following a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying amount of a reporting unit’s goodwill. The fair value of each reporting unit is determined by the Group using the expected present value of future cash flows. The key assumptions used in the calculation include the long-term growth rates of revenue and gross margin, working-capital requirements and discount rates. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination, with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill.

 

Management performed goodwill impairment test and no impairment loss was recognized for the years ended December 31, 2016, 2017 and 2018.

 

F-21

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(q) Impairment of long-lived assets***

 

The Group evaluates its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Group measures impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group recognizes an impairment loss equal to the difference between the carrying amount and fair value of these assets. No impairment of long-lived assets was recognized during the years ended December 31, 2016, 2017 and 2018.

 

***(r) Advances from Customers***

 

Advances from customers represent the amounts travellers pay in advance to purchase packaged tours or other travelling products. Among the cash proceeds from travellers, the amounts payable to tour operators are recorded as accounts payable and the remaining are recognized as revenues when revenue recognition criteria are met.

 

***(s) Revenue Recognition***

 

The Group’s revenue is primarily derived from sales of packaged tours and other service fees.

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. Subsequently, the FASB issued several amendments which amends certain aspects of the guidance in ASC 2014-09 (ASU No. 2014-09 and the related amendments are collectively referred to as “ASC 606”). According to ASC 606, revenue is recognized when control of the promised services is transferred to our customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those services. The Group adopted this new revenue standard effective from January 1, 2017 by applying the full retrospective method. Refer to note 2(af) for the effects of the adoption of ASC 606 on the Group’s consolidated statements of comprehensive loss for the year ended December 31, 2016. There are no significant estimates in the Group’s revenue arrangements.

 

*Packaged tours:* Packaged tours include organized tours which offer pre-arranged itineraries, transportations, accommodations, entertainments, meals and tour guide services; and self-guided tours which consist of combinations of air tickets and hotel bookings and other optional add-ons, such as airport pick-ups that the travellers choose at their discretion.

 

Prior to January 2017, substantially all of the Group’s revenues from organized tours were recognized on a gross basis, which represented amounts charged to and received from travellers (who were the Group’s customers). The Group was the primary obligor in the organised tour arrangements and bore the risks and rewards, including the travellers’ acceptance of products and services delivered. Even though the Group did not generally assume the substantive inventory risk before travellers placed an order, the Group was the party retained by and paid by the travellers, and the Group was responsible to (and solely authorized to) refund travellers their payments in situations of customer disputes. Further, the Group independently selected travel service suppliers, and determined the prices charged to customers and paid to its travel suppliers.

 

Since the beginning of 2017, the Group has implemented certain changes in its arrangements with the tour operators. The Group’s role in the organized tour arrangements has changed from being a principal into an agent that provides tour booking services to the tour operators and travellers. Under the current organized tour arrangements, the tour operators are primarily responsible for all aspects of providing services relating to the tour and responsible for the resolution of customer disputes and any associated costs. As a result of the change of the Group’s role, starting from January 1, 2017, revenues from organized tours (except for those that the Group takes substantive inventory risks and the self-operated local tour operators in which the Group acts as a principal, as discussed below) are generally reported on net basis, representing the difference between what the Group receives from the travellers and the amounts due to the tour operators.

 

Revenues from self-guided tours are recognized on a net basis, as the Group has no involvement in determining the service, and provides no additional services to travellers other than the booking services. Suppliers are responsible for all aspects of providing the air transportation and hotel accommodation, and other travel-related services. As such, the Group is an agent for the travel service providers in these transactions and revenues are reported on a net basis.

 

F-22

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(s) Revenue Recognition - continued***

 

Under certain circumstances, the Group may enter into contractual commitments with suppliers to reserve tours, and is required to pay a deposit to ensure tour availabilities. Some of these contractual commitments are non-cancellable, and to the extent the reserved tours are not sold to customers, the Group would be liable to pay suppliers a pre-defined or negotiated penalty, thereby assuming inventory risks. For packaged tour arrangements that the Group undertakes inventory risk which is considered to be substantive, revenues are recognized on gross basis. Revenues for such arrangements that the Group undertakes substantive inventory risk were RMB497, 918 and RMB241,181 for the years ended December 31, 2017 and 2018, which were recorded in revenues for packaged tours.

 

In 2018, the Group expanded self-operated local tour operators in various destinations by directly providing destination-based services to the organized tour customers, starting from their arrival at the destination and all the way until they depart from the destination. As a self-operated local tour operator, the Group integrates the underlying resources such as transportations, accommodations, entertainments, meals and tour guide services from selected suppliers, directs the selected vendors to provide services on the Group’s behalf, and hence sets up the price for the tour. Besides, the Group is primarily responsible for fulfilling the promise of the whole packaged tours service, which is a single performance obligation. Accordingly, the Group is a principal for the self-operated local tour operator business and recognizes revenue on a gross basis in accordance with ASC 606. Revenues from the self-operated tour operator business are recognized over time during the period of the tours when control over the tour services is transferred to the customers. Revenues for the self-operated local tour operator business were RMB509,737 for the year ended December 31, 2018, which were recorded in revenues for packaged tours.

 

Under ASC 606, revenues from organized tours for which the Group was a principal for year 2016 were recognized over the period of the tours when control over the tour services was transferred to the customers over such period. Starting from January 1, 2017, under the current arrangements for the organized tours (except for the self-operated local tour operators in which the Group acts as a principal, as discussed above), for which the Group’s role was changed into an agent, revenues are recognized when the tours depart, as control over the tour booking services is transferred to the customers when the tour booking is completed and successful.

 

Under ASC 606, revenues from self-guided tours are recognized when the tours depart.

 

*Other revenues* : Other revenues primarily comprise revenues generated from (i) service fees received from insurance companies, (ii) commission fees from other travel-related products and services, such as tourist attraction tickets, visa application services, accommodation reservation and transportation ticketing, (iii) fees for advertising services that we provide primarily to domestic and foreign tourism boards and bureaus, and (iv) service fees for financial services and interest income for yield enhancement products. Revenue is recognized when the services are rendered or when the tickets are issued.

 

The Group commenced the financial business in 2015. Certain domestic financial assets exchanges (the “Exchange”) and trust companies offered the yield enhancement products through the Group’s online platform and the Group charged these companies for the service fees which were recorded as other revenue upon the delivery of service. The service revenues were insignificant for the years ended December 31, 2016, 2017 and 2018.

 

Further, from 2016 in certain cases, the Group purchased yield enhancement products with maturities ranged from three months to two years from the Exchanges and trust companies and split these products into smaller amount yield enhancement products with lower yield rate and shorter maturities within one year, which were offered to individual investors through the Group’s online platform. The split of the products were arranged by Exchanges. As of December 31, 2017, yield enhancement products purchased from the Exchanges and trust companies with maturities within one year and accrued interest with the balances of RMB31,337 were recorded in current assets, and balances with the maturities over one year of RMB170,505 were recorded in non-current assets. Interest revenues of RMB50,867 were recorded as other revenues for the year ended December 31, 2017. As of December 31, 2017, yield enhancement products held by the individual investors with maturities within one year of RMB177,971 were recorded in current liabilities. Interest costs of RMB34,499 were recorded as cost of revenue for the year ended December 31, 2017. In 2018, the Group terminated this financial service thus there were no related balances as of December 31, 2018. The interest revenues and costs were insignificant for the year ended December 31, 2018.

 

The Group also provided account receivables factoring service and cash lending service to customers and fees charged in connection with these financial services were recorded as other revenue over the period of the service rendered. The amount of such service revenue for the year ended December 31, 2018 was RMB117,537.

 

The Group provided online lending service in 2017 and fees charged in connection with this service was RMB220,701 for the year ended December 31, 2017. This service was terminated in late 2017.

 

F-23

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(s) Revenue Recognition - continued***

 

*Customer incentives*

 

From time to time, travelers are offered coupons, travel vouchers, membership points, or cash rewards as customer incentives. For customer incentives offered where prior purchase is not required, the Group accounts for them as a reduction of revenue when the coupons and vouchers are utilized to purchase travelling products or as selling and marketing expenses when membership points are redeemed for merchandises. For customer incentives offered from prior purchase, the Group estimates the amount associated with the future obligation to customers, and records as a reduction of revenue when the prior purchase revenue is initially recognized. Unredeemed incentives are recorded in other current liabilities in the consolidated balance sheets. The Group estimates liabilities under the customer loyalty program based on accumulated customer incentives, and the estimate of probability of redemption in accordance with the historical redemption pattern. The actual expenditure may differ from the estimated liability recorded. As of December 31, 2017 and 2018, liabilities recorded related to membership points and cash rewards were RMB2,142 and RMB1,395, respectively.

 

*Business and related taxes, and value-added tax*

 

The Group was mainly subject to business and related taxes on services provided in the PRC at applicable rates before May 1, 2016, which were deducted from revenues to arrive at net revenue. On May 1, 2016, the transition from the imposition of PRC business tax to the imposition of value-added tax (“VAT”) was expanded to all industries in China. The Group’s business has been subject to VAT since that date, and the Group is permitted to offset input VAT (VAT that is paid in the acquisition of goods or services, and which is supported by valid VAT invoices received from vendors) against their VAT liability. VAT on the invoiced amount collected by the Group on behalf of tax authorities in respect of services provided, net of VAT paid for purchases, is recorded as a liability until it is paid to the tax authorities. The Group is also subject to certain government surcharges on VAT payable in the PRC and these surcharges are recorded in cost of revenues.

 

F-24

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(t) Cost of Revenues***

 

Cost of revenues mainly consists of salaries and other compensation-related expenses related to the Group’s tour advisors, customer services representatives, and other personnel related to tour transactions, and other expenses directly attributable to the Group’s principal operations, primarily including payment processing fees, telecommunication expenses, rental expenses, depreciation expenses, interest expenses for yield enhancement products, and other service fee for financial service. For the arrangements where the Group secures availabilities of tours and bears substantive inventory risks, and for the self-operated local tour operators since 2018 and the organized tours prior to the beginning of 2017 in which the Group act as a principal, from which revenues are recognized on a gross basis, cost of revenues also includes the amount paid to tour operators or suppliers.

 

Losses arising from the committed tour reservations in above mentioned arrangements where the Group secures availabilities of tours were recorded in “cost of revenues” in the consolidated statements of comprehensive loss, which were RMB45,494 for the year ended December 31, 2016. Commencing in 2017, since the Group changed its role from principal to agent in the organized tour arrangements and revenues were recognized on a net basis, losses arising from the committed tour reservations were recorded as deductions to revenues, which were RMB11,009 for the year ended December 31, 2017 and were insignificant for the year ended December 31, 2018.

 

***(u) Advertising Expenses***

 

Advertising expenses, which primarily consist of online marketing expense and brand marketing expenses through various forms of media, are recorded in sales and marketing expenses as incurred. Advertising expenses were RMB1,270,598, RMB302,987 and RMB222,073 for the years ended December 31, 2016, 2017 and 2018, respectively.

 

***(v) Research and Product Development Expenses***

 

Research and product development expenses include salaries and other compensation-related expenses to the Group’s research and product development personnel, as well as office rental, depreciation and related expenses and travel-related expenses for the Group’s research and product development team. The Group recognizes software development costs in accordance with ASC 350-40 *“Software—internal use software”* . The Group expenses all costs that are incurred in connection with the planning and implementation phases of development, and costs that are associated with maintenance of the existing websites or software for internal use. Certain costs associated with developing internal-use software are capitalized when such costs are incurred within the application development stage of software development (see Note 2(m)).

 

F-25

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(w) Leases***

 

A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified as an operating lease. All leases of the Group are currently classified as operating leases. When a lease contains rent holidays or requires fixed escalations of the minimum lease payments, the Group records the total rental expense on a straight-line basis over the lease term and the difference between the straight-line rental expense and cash payment under the lease is recorded as deferred rent liabilities. As of December 31, 2017 and 2018, deferred rent of RMB10,332 and RMB5,412 was recorded as current liabilities and RMB9,548 and RMB5,304 was recorded as non-current liabilities, respectively.

 

***(x) Share-based Compensation***

 

The Company applies ASC 718, *“Compensation — Stock Compensation”* to account for its share-based compensation program including share options and restricted shares. In accordance with the guidance, the Company determines whether a share-based award should be classified and accounted for as a liability award or equity award. All grants of share-based awards to employees classified as equity awards are recognized in the financial statements based on their grant date fair values. For options, the fair values are calculated using the binominal option pricing model. Share-based compensation expenses are recorded net of an estimated forfeiture rate over the service period using the straight-line method. The modifications of the terms or conditions of the shared-based award are treated as an exchange of the original award for a new award. The incremental compensation expense is equal to the excess of the fair value of the modified award immediately after the modification over the fair value of the original award immediately before the modification. For options already vested as of the modification date, the Company immediately recognized the incremental value as compensation expenses. For options still unvested as of the modification date, the incremental compensation expenses are recognized over the remaining service period of these options.

 

The Company’s 2008 Incentive Compensation Plan allows the plan administrator to grant options and restricted shares to the Company’s employees, directors, and consultants. The plan administrator is the Company’s board of directors or a committee appointed and determined by the board. The board may also authorize one or more officers of the Company to grant awards under the plan. Under the 2008 Incentive Compensation Plan, options granted to employees vest upon satisfaction of a service condition, which is generally satisfied over four years. Additionally, the incentive plan provides an exercisability clause where employees can only exercise vested options upon the occurrence of the following events: (i) after the Company’s ordinary shares has become a listed security, (ii) in connection with or after a triggering event (defined as a sale, transfer, or disposition of all or substantially all of the Company’s assets, or a merger, consolidation, or other business combination transaction), or (iii) if the employee obtains all necessary governmental approvals and consents required. Options for which the service condition has been satisfied are forfeited should employment terminate three months prior to the occurrence of an exercisable event, which substantially creates a performance condition. This performance condition was met upon completion of the Company’s initial public offering, and the associated share-based compensation expense for awards vested as of that date were recognized on May 9, 2014.

 

F-26

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(x) Share-based Compensation - continued***

 

In April 2014, the Company adopted the 2014 Share Incentive Plan, which contains no such exercisability clause. For details of the 2014 Share Incentive Plan, please refer to Note 17 of the consolidated financial statements.

 

The Group recognized share-based compensation expense of RMB92,419, RMB98,675 and RMB68,738 for the years ended December 31, 2016, 2017 and 2018, respectively, which was classified as follows:

 
| ** **                         | ** ** | **For the Years Ended December 31,** | ** ** |
|------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                         | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                         | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Cost of revenue                    |       | 891                                                           |       | 1,075 |   | 1,483 |   | 216 |   |
| Research and   product development |       | 5,702                                                         |       | 6,864 |   | 9,124 |   | 1,327 |   |
| Sales and   marketing              |       | 1,390                                                         |       | 1,650 |   | 1,305 |   | 190 |   |
| General and   administrative       |       | 84,436                                                        |       | 89,086 |   | 56,826 |   | 8,265 |   |
| Total                              |       | 92,419                                                        |       | 98,675 |   | 68,738 |   | 9,998 |   |

 

***(y) Income Taxes***

 

Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are provided using the liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. The effect on deferred taxes of a change in tax rates is recognized in the interim condensed consolidated statements of comprehensive loss in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized.

 

*Uncertain tax positions*

 

U.S. GAAP prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also provides for the derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Group’s uncertain tax positions and determining its provision for income taxes. As of December 31, 2017 and 2018, the Group did not have any significant unrecognized uncertain tax positions or any interest or penalties associated with tax positions.

 

In order to assess uncertain tax positions, the Group applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement.

 

F-27

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(z) Employee Benefits***

 

Full-time employees of the Group in the PRC are entitled to welfare benefits including pension, work-related injury benefits, maternity insurance, medical insurance, unemployment benefit and housing fund plans through a PRC government-mandated defined contribution plan. Chinese labor regulations require that the Group makes contributions to the government for these benefits based on certain percentages of employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions. The Group recorded employee benefit expenses of RMB256,801, RMB263,618 and RMB222,304 for the years ended December 31, 2016, 2017 and 2018, respectively.

 

***(aa) Government Subsidies***

 

Government subsidies are cash subsidies received by the Group’s entities in the PRC from provincial and local government authorities. The government subsidies are granted from time to time at the discretion of the relevant government authorities. These subsidies are granted for general corporate purposes and to support the Group’s ongoing operations in the region. Cash subsidies are recorded in other operating income on the consolidated statements of comprehensive loss when received and when all conditions for their receipt have been satisfied. The Group recognized government subsidies of RMB21,098, RMB27,322 and RMB51,357 for the years ended December 31, 2016, 2017 and 2018, respectively.

 

***(ab) Earnings (Loss) Per Share***

 

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Accretion of the redeemable noncontrolling interests is deducted from the net income (loss) to arrive at net income (loss) attributable to the Company’s ordinary shareholders. Diluted earnings (loss) per share is calculated by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of unvested restricted shares and shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. Except for voting rights, Class A and Class B shares have all the same rights and therefore the Group has elected not to use the two-class method.

 

***(ac) Comprehensive Income (Loss)***

 

Comprehensive income (loss) is defined as the change in equity of the Group during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Comprehensive income or loss is reported in the consolidated statements of comprehensive loss. Accumulated other comprehensive income (loss), as presented on the accompanying consolidated balance sheets, consists of accumulated foreign currency translation adjustments.

 

F-28

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(ad) Treasury stock***

 

On August 23, 2016, the Company’s board of directors authorized a share repurchase program under which the Company may repurchase up to US$150 million worth of its ADS over the next 12 months. On January 12, 2018, the Company’s board of directors authorized an additional share repurchase program under which the Company was authorized to repurchase up to US$100 million worth of the Company’s ordinary shares or American depositary shares representing ordinary shares over the next 12 months. The share repurchase programs permitted the Company to purchase shares from time to time on the open market at prevailing market prices, in privately negotiated transactions, in block trades and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations. The repurchased shares were accounted for under the cost method and presented as “treasury stock” in equity on the Group’s consolidated balance sheets. For the year ended December 31, 2018, the Group reissued 564,663 shares to employees upon their exercise of share options or vesting of restricted share units under the Group’s share compensation plans. The Company recognizes the difference in additional paid-in capital on the reissuance of the shares when reissuing treasury stock at an amount different from the average cost the Company paid to repurchase the treasury stock.

 

***(ae) Segment Reporting***

 

In accordance with ASC 280, Segment Reporting, the Group’s chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole and hence, the Group has only one reportable segment.

 

The Group does not distinguish between markets or segments for the purpose of internal reporting. The Group’s long-lived assets are substantially all located in the PRC and substantially all the Group’s revenues are derived from within the PRC, therefore, no geographical segments are presented.

 

***(af) Recently Issued Accounting Pronouncements***

 

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. Subsequently, the FASB issued several amendments which amends certain aspects of the guidance in ASC 2014-09 (ASU No. 2014-09 and the related amendments are collectively referred to as “ASC 606”). The Group adopted this new revenue standard effective from January 1, 2017 by applying the full retrospective method. The new revenue standard has mainly changed the timing of revenue recognition. Under ASC 606, for 2016, instead of recognizing revenue at the end of the organized tours and self-guided tours in accordance with ASC 605, revenues from organized tours are now recognized over the period of the tours and revenues from self-guided tours are recognized on the departure day. In addition, the new revenue standard also changes the presentation of customer incentives. Under ASC 606, the estimated amount associated with the future obligation to customers is now recorded as a reduction of revenue instead of within sales and marketing expenses under incremental cost model in accordance ASC 605. Following the adoption of ASC 606, the revenue recognition for others services remained materially consistent with the historical practice. See Note 2(s) for details.

 

F-29

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(af) Recently Issued Accounting Pronouncements*****- continued**

 

The following table presents the full retrospective impact of the above-described changes upon adoption of ASC 606 on the Group’s consolidated statements of operations for the year ended December 31, 2016:

 
| ** **                                                    | ** ** | **For the Year Ended December 31, 2016** | ** ** |
|---------------------------------------------------------------|------------|------------------------------------------------------------------------|------------|
| ** **                                                    | ** ** | **As Reported**                                                   | ** ** | **Adoption of   ASC 606** | ** ** | **As Adjusted** | ** ** |
| ** **                                                    | ** ** | **RMB**                                                                | ** ** | **RMB** | ** ** | **RMB** | ** ** |
| Packaged tours                                                |       | 10,179,977                                                             |       | (32,829 | ) | 10,147,148 |   |
| Others                                                        |       | 385,603                                                                |       | 15,497 |   | 401,100 |   |
| Total revenues                                                |       | 10,565,580                                                             |       | (17,332 | ) | 10,548,248 |   |
| Net revenues                                                  |       | 10,548,273                                                             |       | (17,332 | ) | 10,530,941 |   |
| Cost of revenues                                              |       | (9,921,304                                                             | )          | 29,568 |   | (9,891,736 | ) |
| Gross profit                                                  |       | 626,969                                                                |       | 12,236 |   | 639,205 |   |
| Sales and   marketing                                         |       | (1,908,424                                                             | )          | 8,027 |   | (1,900,397 | ) |
| Total operating expenses                                      |       | (3,146,293                                                             | )          | 8,027 |   | (3,138,266 | ) |
| Loss from   operations                                        |       | (2,519,324                                                             | )          | 20,263 |   | (2,499,061 | ) |
| Loss before   income tax expense                              |       | (2,444,306                                                             | )          | 20,263 |   | (2,424,043 | ) |
| Net loss                                                      |       | (2,442,595                                                             | )          | 20,263 |   | (2,422,332 | ) |
| Net loss   attributable to noncontrolling interests           |       | (15,470                                                                | )          | 366 |   | (15,104 | ) |
| Net loss   attributable to Tuniu Corporation                  |       | (2,427,091                                                             | )          | 19,897 |   | (2,407,194 | ) |
| Net loss   attributable to ordinary shareholders              |       | (2,427,197                                                             | )          | 19,897 |   | (2,407,300 | ) |
| Net loss                                                      |       | (2,442,595                                                             | )          | 20,263 |   | (2,422,332 | ) |
| Comprehensive   loss                                          |       | (2,208,695                                                             | )          | 20,263 |   | (2,188,432 | ) |
| Comprehensive   loss attributable to noncontrolling interests |       | (15,470                                                                | )          | 366 |   | (15,104 | ) |
| Comprehensive   loss attributable to Tuniu Corporation        |       | (2,193,191                                                             | )          | 19,897 |   | (2,173,294 | ) |
| Net loss per   share-basic and diluted                        |       | (6.50                                                                  | )          | 0.05 |   | (6.45 | ) |

 

The following table presents the full retrospective impact of the above-described changes upon adoption of ASC 606 on the Group’s consolidated statements of cash flows for the year ended December 31, 2016:

 
| ** **                                     | ** ** | **For the Year Ended December 31, 2016** | ** ** |
|------------------------------------------------|------------|------------------------------------------------------------------------|------------|
| ** **                                     | ** ** | **As Reported**                                                   | ** ** | **Adoption of   ASC 606** | ** ** | **As Adjusted** | ** ** |
| ** **                                     | ** ** | **RMB**                                                                | ** ** | **RMB** | ** ** | **RMB** | ** ** |
| Cash flows from   operating activities:        |       |                                                                   |       |   |   |   |   |
| Net loss                                       |       | (2,442,595                                                             | )          | 20,263 |   | (2,422,332 | ) |
| Changes in   operating assets and liabilities: |       |                                                                   |       |   |   |   |   |
| Accounts   receivable                          |       | (76,810                                                                | )          | (15,337 | ) | (92,147 | ) |
| Accounts payable                               |       | 78,768                                                                 |       | 55,041 |   | 133,809 |   |
| Advances from   customers                      |       | 728,534                                                                |       | (59,967 | ) | 668,567 |   |

 

F-30

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(af) Recently Issued Accounting Pronouncements — continued***

 

In January 2016, the FASB issued ASU 2016-01, “ *Financial Instruments — Overall (Subtopic 825-10) — Recognition and Measurement of Financial Assets and Financial Liabilities”.* ASU 2016-01 changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. The guidance also changes certain disclosure requirements and other aspects of previous U.S. GAAP. ASU 2016-01 is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Effective from January 1, 2018, the Group adopted the new guidance related to accounting for equity investments and financial liabilities under the fair value option. Upon adoption of the ASU 2016-01, the Group elected a measurement alternative for equity investments that do not have readily determinable fair values and where the Group does not have the ability to exercise significant influence over operating and financial policies of the entity. Under the measurement alternative, the Group measured these investments at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. Before 2018, such investments were classified as cost method investments and were measured at cost, subject to impairment assessment. See Note 7 for details.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”(“ASU 2016-02”), which requires lessees to recognize assets and liabilities for all leases with lease terms of more than 12 months on the balance sheet. Under the new guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. The ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. The ASU initially required a modified retrospective transition approach for existing leases, whereby the new leases standard will be applied to the earliest year presented. In July 2018, the FASB issued ASU 2018-11, which provides another transition method, the additional transition method, in addition to the existing transition method by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Group will adopt this new guidance by using the additional transition method for the year ended December 31, 2019 and interim periods in the year ended December 31, 2019. The Group has inventoried its leases and continues to review its other contractual arrangements to identify any implied leases. The Group currently believes that there will be no material impact on operating results or cash flows, and that the most significant effects of adoption will be the recognition of new right-of-use assets and lease liabilities on the Group’s balance sheet for its various office facility operating leases. A cumulative-effect adjustment (the amount of which has not yet been determined) will be recognized to the opening balance of retained earnings in the period of adoption with prior period financial information not been adjusted.

 

In June 2016, the FASB issued ASU No. 2016-13 (ASU 2016-13), *“Financial Instruments — Credit Losses”* , which introduces new guidance for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments, including, but not limited to, trade and other receivables, held-to-maturity debt securities, loans and net investments in leases. The new guidance also modifies the impairment model for available-for-sale debt securities and requires the entities to determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. The standard also indicates that entities may not use the length of time a security has been in an unrealized loss position as a factor in concluding whether a credit loss exists. The ASU 2016-13 is effective for public companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Group is in the process of evaluating the impact of adopting this guidance.

 

In August 2016, the FASB issued ASU No. 2016-15, *“Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)” (“ASU 2016-15”)* , which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The ASU 2016-15 is effective for annual and interim periods beginning after December 15, 2017 and early adoption is permitted. The adoption of this new guidance did not have a material impact on the consolidated financial statements for 2018.

 

In November 2016, the FASB issued ASU No. 2016-18, *“Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2016-18”)* , which amends ASC 230 to add or clarify guidance on the classification and presentation of restricted cash in the statement of cash flows. The ASU requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The ASU 2016-18 is effective for annual and interim periods beginning after December 15, 2017 and effective from January 1, 2018, the Group adopted the new guidance and retrospectively adjusted the prior periods presented in the consolidated statement of cash flows. The changes in restricted cash in the consolidated cash flows were RMB214,436 and RMB32,752 for the years ended December 31, 2016 and 2017, respectively, which were no longer presented within investing activities and were retrospectively included in the changes of cash, cash equivalents and restricted cash as required. As of December 31, 2018, total cash, cash equivalents, and restricted cash shown in the consolidated statement of cash flows include cash and cash equivalents of RMB560,356 and restricted cash of RMB270,670 within the consolidated balance sheets.

 

In January 2017, the FASB issued ASU 2017-01 (ASU 2017-01), *“Business Combinations (Topic 805): Clarifying the Definition of a Business”,* which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The standard introduces a screen for determining when assets acquired are not a business and clarifies that a business must include, at a minimum, an input and a substantive process that contribute to an output to be considered a business. This standard is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period. As of January 1, 2018, the Group prospectively adopted the ASU. Upon adoption, the standard impacts how the Group assess future acquisitions (or disposals) of assets or businesses. The adoption of this new guidance did not have a material impact on the consolidated financial statements for 2018.

 

 

F-31

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**2. Principal Accounting Policies - continued**

 

***(af) Recently Issued Accounting Pronouncements - continued***

 

In January 2017, the FASB issued ASU No. 2017-04, *“Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”* ), which removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under the ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, and early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Group is in the process of evaluating the impact of adopting this guidance.

 

In May 2017, the FASB issued ASU 2017-09, “ *Compensation - Stock Compensation (Topic 718)”* that provides additional guidance around which changes to a share-based payment award requires an entity to apply modification accounting. Specifically, an entity is to account for the effects of a modification, unless all of the following are satisfied: (1) the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified; (2) the vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified; and (3) the classification of the modified award as an equity instrument or as a liability instrument is the same as the classification of the original award immediately before the original award is modified. For public entities, the update is effective beginning after December 15, 2017. Early adoption is permitted. Effective from January 1, 2018, the Group adopted the new guidance, which did not have a material impact on the consolidated financial statements for 2018.

 

In August 2018, the FASB issued ASU No. 2018-13, *Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement* (“ASU 2018-13”) which eliminates, adds and modifies certain disclosure requirements for fair value measurements. Under the guidance, public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance is effective for all entities for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Company does not expect a significant impact on its consolidated financial statements.

 

**3. Risks and Concentration**

 

***(a) Credit and Concentration Risks***

 

The Group’s credit risk arises from cash and cash equivalents, restricted cash, short-term investments, prepayments and other current assets, accounts receivables, yield enhancement products and other long-term investments. The maximum exposure of such assets to credit risk is their carrying amounts as of the balance sheet dates.

 

The Group expects that there is no significant credit risk associated with the cash and cash equivalents, short-term investments and other long-term investments which are held by reputable financial institutions in the jurisdictions where the Company, its subsidiaries and the Affiliated Entities are located. The Group believes that it is not exposed to unusual risks as these financial institutions have high credit quality.

 

The Group has no significant concentrations of credit risk with respect to its customers, as customers usually prepay for travel services. Accounts receivable are typically unsecured and are primarily derived from revenue earned from corporate customers, travel agents, insurance companies and travel boards or bureaus. The risk with respect to accounts receivable is mitigated by credit evaluations performed on the corporate customers, travel agents and insurance companies and ongoing monitoring processes on outstanding balances. No individual customer accounted for more than 10% of net revenues for the years ended December 31, 2016, 2017 and 2018.

 

F-32

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**3. Risks and Concentration - continued**

 

***(a) Credit and Concentration Risks - continued***

 

The Group has purchased securities and financial products issued by banks, Alipay, companies and other financial institutions. The Group has set up a risk evaluation system on the issuers of credit quality, ultimate borrowers of asset management schemes, and conducts collectability assessment of the financial assets on timely basis. As of December 31, 2018, the Group believes the securities and financial assets are financially sound based on publicly available information and management’s assessment does not foresee substantial credit risk with respect to these securities and financial products.

 

***(b) Foreign Currency Risk***

 

The Group’s operating transactions and its assets and liabilities are mainly denominated in RMB. RMB is not freely convertible into foreign currencies. The value of RMB is subject to changes influenced by central government policies, and international economic and political developments. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (the “PBOC”). Remittances in currencies other than RMB by the Group in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.

 

F-33

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**4. Business acquisition**

 

***Travel agencies***

 

During the year ended December 31, 2018, the Group acquired 80% of equity interests of an online travel agency to expand Tuniu’s overseas business network and further enhance the Company’s competitive position. The total purchase price of RMB20,234 including cash consideration of RMB9,852 and an accrual in the amount of RMB10,382 representing the fair value of contingent consideration to be made based on the achievement of profit target over the next four years. The fair value of the contingent cash consideration was estimated using a probability-weighted scenario analysis method. Key assumption included probabilities assigned to each scenario and a discount rate. During the year ended December 31, 2018, the Group paid RMB9,852 cash consideration. The contingent consideration is due in increments annually over the next four years.

 

The business acquisition was accounted for using purchase accounting. The following is the summary of the fair values of the assets acquired and liabilities assumed:

 
| ** **                                              | ** ** | **Amount** | ** ** | **Estimated useful   lives** | ** ** |
|---------------------------------------------------------|------------|------------|------------|-----------------------------------|------------|
| Net assets   (including cash acquired of RMB6.4million) |       | 5,239      |       |                              |       |
| Technology                                              |       | 4,300      |       | 9.4years                          |       |
| Goodwill                                                |       | 11,770     |       |                              |       |
| Deferred tax   liability                                |       | (1,075     | )          |                              |       |
| Total   consideration                                   |       | 20,234     |       |                              |       |

 

During the year ended December 31, 2016, the Group acquired 100% of equity interests of an offline travel agency to further expand the Group’s overseas tourism market and promote the Group’s destination service. The total purchase price of RMB28,077, including cash consideration of RMB16,507 and an accrual in the amount of RMB11,570 representing the fair value of contingent consideration to be made based on the achievement of certain revenue and profit target over the next four years. The fair value of the contingent cash consideration was estimated using a probability-weighted scenario analysis method. Key assumption included probabilities assigned to each scenario and a discount rate. During the year ended December 31, 2016, the Group paid RMB16,507 of the cash consideration, and made an upward adjustment of the fair value of the contingent consideration by RMB680. During the year ended December 31, 2017, the Group paid RMB3,600 of the contingent cash consideration, and made an upward adjustment of the fair value of the contingent consideration by RMB1,030. During the year ended December 31, 2018, the Group paid RMB3,600 of the contingent cash consideration, and made an upward adjustment of the fair value of the contingent consideration by RMB730. As of December 31, 2018, the carrying value of total unpaid contingent consideration was RMB6,810, which is expected to be paid in increments annually over the next two years.

 

The business acquisition was accounted for using purchase accounting. The following is the summary of the fair values of the assets acquired and liabilities assumed:

 
| ** **                                               | ** ** | **Amount** | ** ** | **Estimated useful   lives** | ** ** |
|----------------------------------------------------------|------------|------------|------------|-----------------------------------|------------|
| Net assets   (including cash acquired of RMB8.3 million) |       | 12,907     |       |                              |       |
| Trade names                                              |       | 2,464      |       | 9.5years                          |       |
| Non-compete   agreement                                  |       | 3,676      |       | 6 years                           |       |
| Goodwill                                                 |       | 10,565     |       |                              |       |
| Deferred tax   liability                                 |       | (1,535     | )          |                              |       |
| Total   consideration                                    |       | 28,077     |       |                              |       |

 

During the year ended December 31, 2015, the Group acquired the 90%, 100%, 75.02% and 80% of equity interests in four offline travel agencies, respectively. The Group expanded its tours market and improved its capability of direct procurement of travel related products by means of these acquisitions. The total purchase price of RMB115,498 included cash consideration of RMB100,163 and RMB15,335 representing the fair value of contingent consideration to be made based on the achievement of certain revenue and profit target over the next three to four years. During the year ended December 31, 2016, the Group paid RMB7,973 of the cash consideration, and made an downward adjustment of the fair value of the contingent consideration by RMB1,905. During the year ended December 31, 2017, the Group paid RMB3,200 of the cash consideration, and made an upward adjustment of the fair value of the contingent consideration by RMB4,542. During the year ended December 31, 2018, the Group paid RMB3,200 of the cash consideration, and made an downward adjustment of the fair value of the contingent consideration by RMB5,972. As of December 31, 2018, the total unpaid contingent consideration was RMB19,264, which is expected to be paid in increments annually over the next one to two years.

 

The business acquisitions were accounted for using purchase accounting. The following is the summary of the fair values of the assets acquired and liabilities assumed:

 

F-34

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**4. Business acquisition - continued**

 

***Travel agencies - continued***

 
| ** **                                                       | ** ** | **Amount** | ** ** | **Estimated useful   lives** | ** ** |
|------------------------------------------------------------------|------------|------------|------------|-----------------------------------|------------|
| Net liabilities   (including the cash acquired of RMB24 million) |       | (59,923    | )          |                              |       |
| Travel licenses                                                  |       | 25,100     |       | 20 years                          |       |
| Customer   relationship                                          |       | 13,458     |       | 14.25-14.5 years                  |       |
| Trade names                                                      |       | 39,170     |       | 7-14 years                        |       |
| Software                                                         |       | 3,013      |       | 5 years                           |       |
| Non-compete   agreement                                          |       | 1,683      |       | 3.5-5.25 years                    |       |
| Goodwill                                                         |       | 133,324    |       |                              |       |
| Deferred tax   liability                                         |       | (20,606    | )          |                              |       |
| Noncontrolling   interest                                        |       | (19,721    | )          |                              |       |
| Total   considerations                                           |       | 115,498    |       |                              |       |

 

The Group measured the fair value of the trade names and travel licenses under the relief-from-royalty method. Under the methodology, fair value is calculated as the discounted cash flow savings accruing to the owner for not having to pay the royalty. Key assumptions included expected revenue attributable to the assets, royalty rates, discount rate and estimated asset lives. Customer relationships and technology were valued using the excess-earnings method, which measures the present value of the projected cash flows that are expected to be generated by the existing intangible asset after deduction of cash flows attributable to other contributory assets to realize the projected earnings attributable to the intangible asset. Key assumptions included discounted cash flow analyses, for other contributory assets, discount rate, remaining useful life, income tax amortization benefit and customer attrition rates. The Group measured the fair value of non-compete agreements based on incremental discounted cash flow analyses computed with and without the non-compete terms as described in share purchase agreement and the probability that such competition exists. The Group measured the fair value of the software under the replacement cost method.

 

Pro forma results of operations for all of the acquisitions described above have not been presented because they are not material to the consolidated income statements, either individually or in aggregate.

 

F-35

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**5. Transaction with JD.com, Inc.**

 

On May 8, 2015, the Company entered into a share subscription agreement with Fabulous Jade Global Limited, an affiliate of JD.com, Inc., and a Business Cooperation Agreement (“BCA”) with JD. Com, Inc. (“JD”) for a period of five years. Pursuant to these agreements, the Company issued 65,625,000 Class A ordinary shares for a cash consideration of RMB1,528.2 million (US$250 million) and the business resource contributed by JD. According to BCA, the business resource includes the exclusive rights to operate the leisure travel channel for both JD’s website and mobile application and JD’s preferred partnership for hotel and air ticket reservation service, the internet traffic support and marketing support for the leisure travel channel for a period of five years started from August 2015.

 

The acquisition of BCA is considered as assets acquisition and the intangible assets acquired include the exclusive operation right of leisure travel channel, preferred partnership of hotel and air ticket reservation service, traffic and marketing supports. The Group estimated the fair value of exclusive operation right and preferred partnership using a form of the income approach known as excess earning method. The key assumption includes expected revenue attributable to assets, margin discount rate and the remaining useful life. The Group estimated the fair value of internet traffic support and marketing support using a form of income approach known as operating cost saving method. Key assumption includes the market price of the services to be provided, the volume of the services to be provided, discount rate and the remaining useful life. The Group made estimates and judgments in determining the fair value of the assets with assistance from an independent valuation firm.

 

The summary of the fair value of acquired intangible assets is as follows:

 
| ** **                                                          | ** ** | **Amount** | ** ** | **Estimated useful   lives** | ** ** |
|---------------------------------------------------------------------|------------|------------|------------|-----------------------------------|------------|
| Exclusive   operation right of leisure travel channel               |       | 405,406    |       | 5 years                           |       |
| Preferred   partnership of hotel and air ticket reservation service |       | 1,431      |       | 5 years                           |       |
| Internet traffic   support                                          |       | 139,358    |       | 5 years                           |       |
| Marketing   support                                                 |       | 114,020    |       | 5 years                           |       |
| Total   consideration                                               |       | 660,215    |       |                              |       |

 

**6. Prepayments and other current assets**

 

The following is a summary of prepayments and other current assets:

 
| ** **                                      | ** ** | **As of December 31,** | ** ** |
|-------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                      | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                      | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Prepayments to   suppliers                      |       | 680,723                               |       | 716,761 |   | 104,249 |   |
| Interest income   receivable                    |       | 42,234                                |       | 11,984 |   | 1,743 |   |
| Prepayment for   advertising expenses           |       | 7,950                                 |       | 9,536 |   | 1,387 |   |
| Receivables in   relation to factoring business |       | 81,940                                |       | 324,577 |   | 47,208 |   |
| Loan receivables                                |       | 34,284                                |       | 454,953 |   | 66,170 |   |
| Others                                          |       | 92,332                                |       | 155,773 |   | 22,656 |   |
| Total                                           |       | 939,463                               |       | 1,673,584 |   | 243,413 |   |

 

Receivable in relation to factoring business and loan receivable are recorded in connection with the Group’s account receivable factoring service and cash lending service.

 

The Group recognized a provision for other current assets of RMB25,622 and RMB32,476 for the years ended December 31, 2016 and 2017, respectively, and had a net reversal of RMB731 for the year ended December 31, 2018.

 

The following table summarized the details of the Group’s provision for other current assets:

 
| ** **                     | ** ** | **For the Years Ended December 31,** | ** ** |
|--------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                     | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                     | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Balance at   beginning of year |       | —                                                        |       | 25,622 |   | 30,632 |   | 4,455 |   |
| Addition                       |       | 25,622                                                        |       | 32,476 |   | 6,009 |   | 874 |   |
| Reversal                       |       | —                                                        |       | — |   | (6,740 | ) | (980 | ) |
| Transfer-out                   |       | —                                                        |       | (27,466 | ) | — |   | — |   |
| Write-offs                     |       | —                                                        |       | — |   | — |   | — |   |
| Balance at end   of period     |       | 25,622                                                        |       | 30,632 |   | 29,901 |   | 4,349 |   |

 

F-36

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**7. Long-term investments**

 

The Group’s long-term investments consist of equity investments, held-to-maturity investments and other long-term investments.

 
| ** **                                          | ** ** | **As of December 31,** | ** ** |
|-----------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                          | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                          | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Equity   investments — equity method           |       | 42,500                                |       | 42,500 |   | 6,181 |   |
| Equity   investments — measurement alternative |       | —                                |       | 165,253 |   | 24,035 |   |
| Equity   investments — cost method             |       | 47,568                                |       | — |   | — |   |
| Held-to-maturity   investments                      |       | —                                |       | 197,469 |   | 28,721 |   |
| Other long-term   investments                       |       | 394,923                               |       | 897,284 |   | 130,505 |   |
| Total                                               |       | 484,991                               |       | 1,302,506 |   | 189,442 |   |

 

*Equity investments*

 

In December 2016, Nanjing Zhongshan Financial Leasing Co., Ltd. (“Zhongshan”) was established and the Group invested RMB42.5 million for 25% of equity interest in Zhongshan. This investment was accounted for as an equity-method investment due to the significant influence the Group has over the operating and financial policies of Zhongshan as the Group has one of the five board seats of Zhongshan. Operating results of Zhongshan were not material in any of the years ended December 31, 2016, 2017 and 2018.

 

With the adoption of ASU 2016-01, the Group elected a measurement alternative for equity investments that do not have readily determinable fair values and where the Group does not have the ability to exercise significant influence over operating and financial policies of the entity. During the year ended December 31, 2018, the Group remeasured certain equity investments based on the information obtained from observable transactions and recognized gains of RMB12,581 including RMB8,700 for one equity investment, which was recognized on January 1, 2018, the adoption date of this ASU. In addition, the Group made several equity investments of this kind with the total cost of RMB106,368 and disposed one equity investment of RMB1,264 in 2018. The carrying value of these equity investments using measurement alternative was RMB165,253 as of December 31, 2018. Before 2018, cost method was used for these investments with carrying value of RMB47,568 as of December 31, 2017.

 

*Held-to-maturity investments*

 

During 2018, the Group made investments in several corporate bonds issued by listed public companies and time deposits with maturities over one year. The Group has intention and ability to hold these corporate bonds till maturity. The Group measured these held-to-maturity investments at amortized cost and the carrying value of such investments was RMB197,469 as of December 31, 2018.

 

*Other long-term investments*

 

The Group also made several investments in financial products with maturities over one year and securities including perpetual bonds and preferred shares issued by companies. The Group measured other these long-term investments at the fair value and the carrying value was RMB394,923 and RMB897,284 as of December 31, 2017 and 2018 respectively.

 

No impairment loss was recognized for long-term investments for the years ended December 31, 2016, 2017 and 2018.

 

F-37

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**8. Property and equipment, net**

 

The following is a summary of property and equipment, net:

 
| ** **                                       | ** ** | **As of December 31,** | ** ** |
|--------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                       | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                       | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Computers and   equipment                        |       | 151,407                               |       | 149,634 |   | 21,763 |   |
| Leasehold improvements                           |       | 87,750                                |       | 106,871 |   | 15,544 |   |
| Buildings                                        |       | 5,495                                 |       | 5,547 |   | 807 |   |
| Furniture and   fixtures                         |       | 17,479                                |       | 18,334 |   | 2,667 |   |
| Vehicles                                         |       | 1,120                                 |       | 6,744 |   | 981 |   |
| Software                                         |       | 51,911                                |       | 127,354 |   | 18,523 |   |
| Subtotal                                         |       | 315,162                               |       | 414,484 |   | 60,285 |   |
| Less:   Accumulated depreciation                 |       | (177,854                              | )          | (241,030 | ) | (35,056 | ) |
| Property and   equipment subject to depreciation |       | 137,308                               |       | 173,454 |   | 25,229 |   |
| Construction in   progress                       |       | 10,970                                |       | 13,906 |   | 2,021 |   |
| Total                                            |       | 148,278                               |       | 187,360 |   | 27,250 |   |

 

Depreciation expense for the years ended December 31, 2016, 2017 and 2018 was RMB66,510, RMB65,704 and RMB67,077, respectively.

 

**9. Intangible assets, net**

 

Intangible assets, net, consist of the following:

 
| ** **                        | ** ** | **As of December 31,** | ** ** |
|-----------------------------------|------------|---------------------------------------|------------|
| ** **                        | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                        | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Travel license                    |       | 30,590                                |       | 30,956 |   | 4,502 |   |
| Insurance agency   license        |       | 11,711                                |       | 11,711 |   | 1,703 |   |
| Software                          |       | 52,515                                |       | 58,187 |   | 8,463 |   |
| Technology                        |       | —                                |       | 4,300 |   | 625 |   |
| Trade names                       |       | 41,634                                |       | 41,634 |   | 6,055 |   |
| Business   Cooperation Agreements |       | 660,215                               |       | 660,215 |   | 96,025 |   |
| Customer   relationship           |       | 13,458                                |       | 13,458 |   | 1,957 |   |
| Non-compete   agreements          |       | 6,399                                 |       | 6,399 |   | 931 |   |
| Subtotal                          |       | 816,522                               |       | 826,860 |   | 120,261 |   |
| Less:   Accumulated amortization  |       | (355,888                              | )          | (508,975 | ) | (74,027 | ) |
| Total                             |       | 460,634                               |       | 317,885 |   | 46,234 |   |

 

During 2015, the Group acquired an insurance agency for the total consideration of RMB58,720 to acquire the insurance agency license. The insurance agency was a dormant company and was not qualified as a business as it had no input or process to create output. The Group accounted for this transaction as an asset acquisition and the difference between the cash consideration and net assets of the insurance agency was recorded as an insurance agency license which is amortized over 20 years on a straight line basis.

 

F-38

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**9. Intangible assets, net - continued**

 

Amortization expenses for intangible assets were RMB145,063, RMB150,092 and RMB153,087 for the years ended December 31, 2016, 2017 and 2018.

 

The annual estimated amortization expense for the above intangible assets for the following years is as follows:

 
| ** **                                   | ** ** | **Amortization for Intangible   Assets** | ** ** |
|----------------------------------------------|------------|----------------------------------------------------|------------|
| **Years Ending December 31,** | ** ** | **RMB**                                            | ** ** | **US$ (Note   2(d))** | ** ** |
| 2019                                         |       | 149,449                                            |       | 21,737 |   |
| 2020                                         |       | 96,025                                             |       | 13,966 |   |
| 2021                                         |       | 14,310                                             |       | 2,081 |   |
| 2022                                         |       | 8,630                                              |       | 1,255 |   |
| 2023                                         |       | 6,652                                              |       | 967 |   |
| Thereafter                                   |       | 42,819                                             |       | 6,228 |   |
| Total                                        |       | 317,885                                            |       | 46,234 |   |

 

**10. Land use right, net**

 

Land use right, net, consist of the following:

 
| ** **                       | ** ** | **As of December 31,** | ** ** |
|----------------------------------|------------|---------------------------------------|------------|
| ** **                       | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                       | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Land use right                   |       | —                                |       | 101,007 |   | 14,691 |   |
| Less:   Accumulated amortization |       | —                                |       | (171 | ) | (25 | ) |
| Net book value                   |       | —                                |       | 100,836 |   | 14,666 |   |

 

In December 2018, the Group obtained the certificate for a land use right and started to amortize over the remaining lease period. Amortization expense for land use right was RMB171 for the year ended December 31, 2018.

 

**11. Goodwill**

 

The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2018 were as follows:

 
| ** **                                                     | ** ** | **As of December 31,** | ** ** |
|----------------------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                                     | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                                     | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Balance at the   beginning of year                             |       | 147,639                               |       | 147,639 |   | 21,473 |   |
| Increase in   goodwill related to acquisitions during the year |       | —                                |       | 11,770 |   | 1,712 |   |
| Accumulated   impairment loss                                  |       | —                                |       | — |   | — |   |
| Balance at the   end of year                                   |       | 147,639                               |       | 159,409 |   | 23,185 |   |

 

**12. Other non-current assets**

 

Other non-current assets consist of the following:

 
| ** **                                | ** ** | **As of December 31,** | ** ** |
|-------------------------------------------|------------|---------------------------------------|------------|
| ** **                                | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Prepayment for   land use right (note 10) |       | 101,007                               |       | — |   | — |   |
| Deposits                                  |       | 26,324                                |       | 43,510 |   | 6,328 |   |
| Loans   receivables                       |       | 20,694                                |       | 31,501 |   | 4,582 |   |
| Others                                    |       | 8,430                                 |       | 6,028 |   | 877 |   |
| Balance at the   end of year              |       | 156,455                               |       | 81,039 |   | 11,787 |   |

 

F-39

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**13. Accrued expenses and other current liabilities**

 

The following is a summary of accrued expenses and other current liabilities:

 
| ** **                                                   | ** ** | **As of December 31,** | ** ** |
|--------------------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                                   | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                                   | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Deposits from   packaged-tour users                          |       | 63,499                                |       | 35,119 |   | 5,108 |   |
| Payable for   business acquisition                           |       | 26,925                                |       | 25,722 |   | 3,741 |   |
| Accrued   liabilities related to customers incentive program |       | 2,142                                 |       | 1,395 |   | 203 |   |
| Accrued   professional service fees                          |       | 9,878                                 |       | 8,028 |   | 1,168 |   |
| Accrued   advertising expenses                               |       | 74,548                                |       | 63,531 |   | 9,240 |   |
| Deposits   received from suppliers                           |       | 70,212                                |       | 90,853 |   | 13,214 |   |
| Accrued   operating expenses                                 |       | 54,834                                |       | 32,391 |   | 4,711 |   |
| Advanced payment   from banks                                |       | 18,748                                |       | 15,567 |   | 2,264 |   |
| Discounted bank   acceptance notes                           |       | —                                |       | 142,000 |   | 20,653 |   |
| Short-term   borrowings                                      |       | —                                |       | 49,312 |   | 7,172 |   |
| Others                                                       |       | 52,904                                |       | 69,226 |   | 10,070 |   |
| Total                                                        |       | 373,690                               |       | 533,144 |   | 77,544 |   |

 

Deposits from packaged-tour users represent cash paid to the Group as a deposit for overseas tours, and such amount is refundable upon completion of the tours.

 

Advanced payment from banks represent cash received by the Group for promotional and marketing campaigns. Banks participating in these campaigns would reimburse the Group for tours sold to their credit card holders at a specified discount. Such advanced payment is recognized as revenues when revenues from the related tour are recognized.

 

Discounted bank acceptance notes represent cash received from financial institutions by discounting of bank acceptance notes, which are repayable within one year with interest ranging from 3.7% to 5.8%.

 

Short-term borrowings represent loans from banks, which are repayable within one year with interest ranging from 5.7% to 7.5%.

 

**14. Income Taxes**

 

The Company is registered in the Cayman Islands. The Company generates substantially all of its income (loss) from its PRC operations for the years ended December 31, 2016, 2017 and 2018.

 

*Cayman Islands (“Cayman”)*

 

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to shareholders, no Cayman Islands withholding tax will be imposed.

 

*Hong Kong*

 

Entities incorporated in Hong Kong are subject to Hong Kong profits tax at a rate of 16.5% since January 1, 2010. The operations in Hong Kong have incurred net accumulated operating losses for income tax purposes.

 

*PRC*

 

On March 16, 2007, the National People’s Congress of the PRC enacted an Enterprise Income Tax Law (“EIT Law”), under which Foreign Investment Enterprises (“FIEs”) and domestic companies are subject to EIT at a uniform rate of 25%. The EIT law became effective on January 1, 2008.

 

F-40

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**14. Income Taxes — continued**

 

The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose “de facto management body” is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The implementing Rules of the EIT Law merely define the location of the “de facto management body” as “the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located.”

 

The EIT Law also imposes a withholding income tax of 10% on dividends distributed by a FIE to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. The Cayman Islands, where the Company incorporated, does not have such tax treaty with China. According to the arrangement between Mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by a FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% if the immediate holding company in Hong Kong owns directly at least 25% of the shares of the FIE and could be recognized as a Beneficial Owner of the dividend from PRC tax perspective.

 

Nanjing Tuniu obtained in 2010 its HNTE certificate with a valid period of three years and successfully renewed such certificate in December 2013 and December 2016 for additional three years, respectively. Therefore, Nanjing Tuniu was eligible to enjoy a preferential tax rate of 15% from 2016 to 2018 to the extent it has taxable income under the EIT Law, as long as it maintains the HNTE qualification and duly conducts relevant EIT filing procedures with the relevant tax authority. Nanjing Tuniu expects to obtain an updated HNTE in December 2019 certificate under which it will be eligible to enjoy a preferential tax rate of 15% from 2019 to 2021 to the extent it has taxable income under the EIT Law, as long as it maintains the HNTE qualification and duly conducts relevant EIT filing procedures with the relevant tax authority. Tuniu (Nanjing) Information Technology Co., Ltd also obtained HNTE certificate in 2017 and is eligible to enjoy a preferential tax rate of 15% from 2017 to 2019 to the extent it has taxable income under the EIT Law, as long as it maintains the HNTE qualification and duly conducts relevant EIT filing procedures with the relevant tax authority. Besides, Beijing Tuniu expects to obtain the HNTE certificate in 2019 under which it will be eligible to enjoy a preferential tax rate of 15% from 2019 to 2021 to the extent it has taxable income under the EIT Law, as long as it maintains the HNTE qualification and duly conducts relevant EIT filing procedures with the relevant tax authority. Nanjing Tuniu also obtained a software company certificate in 2012. Pursuant to such certificate, Nanjing Tuniu qualifies for a tax holiday during which it is entitled to an exemption from enterprise income tax for two years commencing from its first profit-making year of operation and a 50% reduction of enterprise income tax for the following three years. Nanjing Tuniu entered into the first tax profitable year for the year ended December 31, 2014.

 

A reconciliation between the effective income tax rate and the PRC statutory income tax rate is as follows:

 
| ** **                                        | ** ** | **For Years Ended December 31,** | ** ** |
|---------------------------------------------------|------------|------------------------------------------------------|------------|
| ** **                                        | ** ** | **2016**                                             | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                                        | ** ** | **%**                                                | ** ** | **%** | ** ** | **%** | ** ** |
| PRC Statutory   income tax rates                  |       | 25.0                                                 |       | 25.0 |   | 25.0 |   |
| Change in   valuation allowance                   |       | (23.2                                                | )          | (17.3 | ) | (50.9 | ) |
| Permanent book —   tax difference            |       | 1.0                                                  |       | (4.0 | ) | 19.4 |   |
| Difference in   EIT rates of certain subsidiaries |       | (2.0                                                 | )          | (5.8 | ) | (0.1 | ) |
| Effect of tax   holiday                           |       | (0.7                                                 | )          | — |   | 6.5 |   |
| Total                                             |       | 0.1                                                  |       | (2.1 | ) | (0.1 | ) |

 

The aggregate amount and per share effect of the tax holidays are as follows:

 
| ** **                          | ** ** | **For the Years Ended December 31,** | ** ** |
|-------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                          | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                          | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Aggregate amount                    |       | —                                                        |       | — |   | 12,877 |   | 1,873 |   |
| Basic net loss   per share effect   |       | —                                                        |       | — |   | — |   | — |   |
| Diluted net loss   per share effect |       | —                                                        |       | — |   | — |   | — |   |

 

F-41

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**14. Income Taxes - continued**

 

The following table sets forth the significant components of deferred tax assets and liabilities:

 
| ** **                                                           | ** ** | **As of December 31,** | ** ** |
|----------------------------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                                           | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                                           | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note 2(d))** | ** ** |
| Non-current   deferred tax assets:                                   |       |                                  |       |   |   |   |   |
| Accruals and   others                                                |       | 13,828                                |       | 4,468 |   | 650 |   |
| Net operating   loss carry forwards                                  |       | 1,164,433                             |       | 1,180,159 |   | 171,647 |   |
| Carryforwards of   deductible advertising expenses                   |       | 9,159                                 |       | 9,842 |   | 1,431 |   |
| Allowance for   doubtful accounts                                    |       | 11,452                                |       | 12,957 |   | 1,885 |   |
| Subtotal                                                             |       | 1,198,872                             |       | 1,207,426 |   | 175,613 |   |
| Less: valuation   allowance                                          |       | (1,198,872                            | )          | (1,207,426 | ) | (175,613 | ) |
| Total   non-current deferred tax assets, net                         |       | —                                |       | — |   | — |   |
|                                                                 |       |                                  |       |   |   |   |   |
| Non-current   deferred tax liabilities:                              |       |                                  |       |   |   |   |   |
| Recognition of   intangible assets arising from business combination |       | (21,142                               | )          | (19,855 | ) | (2,888 | ) |
| Total   non-current deferred tax assets, net                         |       | (21,142                               | )          | (19,855 | ) | (2,888 | ) |

 

As of December 31, 2018, the Group had net operating loss carryforwards of RMB1,180,159 which can be carried forward to offset taxable income. The carryforwards period for net operating losses under the EIT Law is five years. The net operating loss carry forward of the Group will start to expire in 2019 for the amount of RMB395,272 if not utilized. The remaining net operating loss carryforwards will expire in varying amounts between 2020 and 2023. Other than the expiration, there are no other limitations or restrictions upon the Group’s ability to use these operating loss carryforwards. There is no expiration for the advertising expenses carryforwards.

 

A valuation allowance is provided against deferred tax assets when the Group determines that it is more likely than not that the deferred tax assets will not be utilized in the future. In making such determination, the Group evaluates a variety of factors including the Group’s operating history, accumulated deficit, existence of taxable temporary differences and reversal periods.

 

As of December 31, 2017 and 2018, valuation allowances of RMB1,198,872 and RMB1,207,426 were provided because it was more likely than not that the Group will not be able to utilize certain tax losses carry forwards and other deferred tax assets generated by its subsidiaries and Affiliated Entities. If events occur in the future that allow the Group to realize more of its deferred tax assets than the presently recorded amount, an adjustment to the valuation allowances will increase income when those events occur.

 

*Movement of valuation allowance*

 
| ** **                                                                              | ** ** | **For the Years Ended December 31,** | ** ** |
|-----------------------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                                                                              | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                                                                              | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note 2(d))** | ** ** |
| Balance at the   beginning of the year                                                  |       | 480,905                                                       |       | 1,068,082 |   | 1,198,872 |   | 174,369 |   |
| Additions                                                                               |       | 596,944                                                       |       | 189,090 |   | 128,464 |   | 18,684 |   |
| Written-off for   expiration of net operating losses                                    |       | (9,767                                                        | )          | (16,421 | ) | (10,584 | ) | (1,539 | ) |
| Utilization of   previously unrecognized tax losses and deductible advertising expenses |       | —                                                        |       | (41,879 | ) | (109,326 | ) | (15,901 | ) |
| Balance at the   end of the year                                                        |       | 1,068,082                                                     |       | 1,198,872 |   | 1,207,426 |   | 175,613 |   |

 

F-42

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**15. Redeemable noncontrolling interests**

 

In December 2016, the Group entered into an investment agreement with certain investors (“noncontrolling shareholders”) to establish a subsidiary. The noncontrolling shareholders contributed RMB90,000 and held 30% equity interest. Pursuant to the investment agreement, the noncontrolling shareholders have the option to request the Group to redeem their equity interests at an agreed price after three years of the investment. In April 2018, the Group agreed with one of the noncontrolling shareholders to purchase its 10% equity interest of the subsidiary at the cost of RMB30,000.

 

The Group recorded the noncontrolling interests as redeemable noncontrolling interests, outside of permanent equity in the Group’s consolidated balance sheets in accordance with ASC 480. The Group uses the effective interest method for the changes of redemption value over the period from the date of issuance to the earliest redemption date of the noncontrolling interests. The accretion, which increases the carrying value of the redeemable noncontrolling interests, is recorded against additional paid-in capital.

 

The change in the carrying amount of redeemable noncontrolling interests for the years ended December 31, 2016, 2017 and 2018 is as follows:

 
| ** **                                                              | ** ** | **For the Years Ended December 31,** | ** ** |
|-------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                                                              | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                                                              | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Balance as of   January 1                                          |       | —                                                        |       | 90,072 |   | 96,719 |   | 14,067 |   |
| Contribution   from/(Repurchase of) redeemable noncontrolling interests |       | 90,000                                                        |       | — |   | (30,000 | ) | (4,363 | ) |
| Net income   attributable to redeemable noncontrolling interests        |       | (34                                                           | )          | 922 |   | 178 |   | 26 |   |
| Accretion on   redeemable noncontrolling interests                      |       | 106                                                           |       | 5,725 |   | 2,422 |   | 352 |   |
| Balance as of   December 31                                        |       | 90,072                                                        |       | 96,719 |   | 69,319 |   | 10,082 |   |

 

F-43

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**16. Ordinary Shares**

 

On February 13, 2014, the Board has approved that all of the Company’s existing ordinary shares would be redesignated as Class B ordinary shares and all of the Company’s outstanding preferred shares would be redesignated or automatically converted into Class B ordinary shares immediately prior to the completion of the Company’s initial public offering (“IPO”). All options, regardless of grant dates, will entitle holders to the equivalent number of Class A ordinary shares once the vesting and exercising conditions on such share-based compensation awards are met. Holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to ten votes per share on all matters subject to shareholders’ vote. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder to any person or entity which is not an affiliate of such holder, such Class B ordinary shares will be automatically and immediately converted into the equivalent number of Class A ordinary shares.

 

On May 9, 2014, concurrently with the completion of the Company’s IPO, the Company issued 5,000,000, 1,666,666 and 5,000,000 shares of Class A ordinary shares at a price per share equal to the IPO price to DCM Hybrid RMB Fund, L.P., the Company’s existing shareholder, Qihoo 360 Technology Co. Ltd. and Ctrip Investment Holding Ltd., respectively.

 

On December 15, 2014, the Company entered into share subscription agreements with Unicorn Riches Limited, JD.com E-commerce (Investment) Hong Kong Corporation Limited, Ctrip Investment Holding Ltd. and the respective personal holding companies of the Group’s chief executive officer and chief operating officer, pursuant to which the Company issued 36,812,868 numbers of Class A ordinary shares for a total proceeds of RMB905,792 (US$148 million), net of issuance cost of RMB14,279. The transaction was closed on December 31, 2014.

 

On May 8, 2015, the Company entered into share subscription agreements with Fabulous Jade Global Limited, Unicorn Riches Limited, Ctrip Investment Holding Ltd., Esta Investments Pte. Ltd., DCM Ventures China Turbo Fund, L.P. and DCM Ventures China Turbo Affiliates Fund, L.P., and Sequoia Capital 2010 CV Holdco, Ltd., pursuant to which the Company issued 93,750,000 Class A ordinary shares for the cash consideration of US$400 million (RMB2,445 million) and certain business resource contributed by JD as part of Business Cooperation Agreement with the Company. The total consideration was RMB3,104,457, including fair value of acquired Business Cooperation Agreement of RMB660,215(see Note 5), net of issuance cost of RMB1,078. The transaction was closed on May 22, 2015.

 

On November 20, 2015, the Company entered into a share subscription agreement with HNA Tourism Holdings Group Co., Ltd. (“HNA”), pursuant to which the Company issued 90,909,091 Class A ordinary shares for a total proceeds of RMB3,279 million (US$500 million). The transaction was closed on January 21, 2016.

 

F-44

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**17. Share-based Compensation Expenses**

 

The Company’s 2008 Incentive Compensation Plan (the “2008 Plan”) allows the plan administrator to grant share options and restricted shares to the Company’s employees, directors, and consultants, up to a maximum of 11,500,000 ordinary shares. In December 2012, the Board of Directors approved an increase in the number of shares available for issuance under the plan to 18,375,140 ordinary shares. In April 2014 the Company adopted the 2014 Share Incentive Plan (the “2014 Plan”). The maximum aggregate number of shares which may be issued pursuant to all awards under the 2014 Plan was initially 5,500,000 ordinary shares as of the date of its approval. The number of shares reserved for future issuances under the 2014 Plan will be increased automatically if and whenever the ordinary shares reserved under the 2014 Plan account for less than1% of the total then-issued and outstanding ordinary shares on an as-converted basis, as a result of which increase the ordinary shares reserved under the 2014 Plan immediately after each such increase shall equal 5% of the then-issued and outstanding ordinary shares on an as-converted basis. In December 2016, the Board of Directors approved an increase in the number of shares available for issuance under the 2014 Plan to 7,942,675 ordinary shares.

 

The share options and restricted shares granted under the 2008 plan initially have a contractual term of six years, and grants under the 2014 plan have a contractual term of ten years. The incentive awards under both 2008 plan and 2014 plan generally vest over a period of four years of continuous service, one fourth (1/4) of which vest upon the first anniversary of the stated vesting commencement date and the remaining vest ratably over the following 36 months. Under the 2008 plan, incentive awards are only exercisable upon occurrence of certain defined exercisable events. The Group did not recognize any share-based compensation expense for the awards granted until the completion of the Company’s IPO on May 9, 2014 upon which the performance condition was satisfied. As of December 31, 2018, 20,507,371 options and 223,399 restricted shares were outstanding under the 2008 and 2014 plan.

 

Share-based compensation expense of RMB92,419, RMB98,675 and RMB68,738 were recognized for the years ended December 31, 2016, 2017 and 2018, respectively.

 

*Share options*

 

The following table summarizes the Company’s option activities:

 
| ** **                                              | ** ** | **Number of   share   options** | ** ** | **Weighted   Average   Exercise   Price** | ** ** | **Weighted   Average   Remaining   Contractual Life** | ** ** | **Aggregate   Intrinsic   Value** | ** ** |
|---------------------------------------------------------|------------|--------------------------------------|------------|-------------------------------------------|------------|------------------------------------------------------------|------------|-----------------------------------|------------|
| ** **                                              | ** ** | ** **                           | ** ** | **US$**                                   | ** ** | **In Years**                                          | ** ** | **US$’000**                  | ** ** |
|                                                    |       |                                 |       |                                      |       |                                                       |       |                              |       |
| Outstanding at   January 1, 2018                   |       | 17,164,617                           |       | 2.01                                      |       | 6.36                                                       |       | 13,340                            |       |
| Granted                                                 |       | 7,704,003                            |       | 1.67                                      |       |                                                       |       |                              |       |
| Exercised                                               |       | (886,812                             | )          | 0.75                                      |       |                                                       |       |                              |       |
| Forfeited                                               |       | (3,474,437                           | )          | 2.54                                      |       |                                                       |       |                              |       |
| Outstanding at   December 31, 2018                 |       | 20,507,371                           |       | 1.81                                      |       | 6.77                                                       |       | 6,879                             |       |
| Vested and   expected to vest at December 31, 2018 |       | 19,619,273                           |       | 1.81                                      |       | 6.68                                                       |       | 6,856                             |       |
| Exercisable at   December 31, 2018                 |       | 10,496,642                           |       | 1.74                                      |       | 4.72                                                       |       | 6,615                             |       |

 

F-45

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**17. Share-based Compensation Expenses - continued**

 

On March 4, 2016, the Company modified the exercise price of 14,478,293 share options granted under 2014 Plan to US$3.09. The incremental compensation expense of RMB23,197 (US$3,341) was equal to the excess of the fair value of the modified award immediately after the modification over the fair value of the original award immediately before the modification. For options already vested as of the modification date, the Company immediately recognized the incremental value as compensation expenses. For options still unvested as of the modification date, the incremental compensation expenses are recognized over the remaining service period of these options.

 

On May 31, 2016, the Company modified the exercise price of 7,260,242 share options to US$0.0001 and the number of share options was reduced to 3,630,121. The incremental compensation expense was insignificant and was recognized over the remaining service period.

 

On February 15, 2017, the Company extended the contract life of 2,435,709 share options granted under 2008 plan from six years to ten years. On March 1, 2018, the Company extended the contract life of 200,523 share options granted under 2008 plan from six years to ten years. The incremental compensation expense for the modifications were insignificant and were recognized immediately since the share options were fully vested.

 

The total intrinsic value of options exercised for the years ended December 31, 2016, 2017 and 2018 was RMB26,587, RMB103,082 and RMB11,026(US$1,604), respectively.

 

The weighted-average grant date fair value for options granted during the years ended December 31, 2016, 2017 and 2018 was US$1.47, US$2.66 and US$1.28, respectively, computed using the binomial option pricing model.

 

The total fair value of share options vested during the years ended December 31, 2016, 2017, and 2018 was RMB67,727, RMB82,814 and RMB73,997(US$10,762), respectively.

 

The Company estimated the expected volatility at the date of grant date and each option valuation date based on the annualized standard deviation of the daily return embedded in historical share prices of comparable companies. Risk free interest rate was estimated based on the yield to maturity of US treasury bonds denominated in US$ at the option valuation date. The exercise multiple is estimated as the ratio of fair value of underlying shares over the exercise price as at the time the option is exercised, based on a consideration of research study regarding exercise pattern based on empirical studies on the actual exercise behavior of employees. The Company has never declared or paid any cash dividends on its capital stock, and the Company does not anticipate any dividend payments on its ordinary shares in the foreseeable future. Time to maturity is the contract life of the option, and estimated forfeiture rates are determined based on historical employee turnover rate.

 

F-46

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**17. Share-based Compensation Expenses - continued**

 

The grant date fair value of each option is calculated using a binomial option pricing model with the following assumptions:

 
| ** **                                                   | ** ** | **2016**      | ** ** | **2017**      | ** ** | **2018**     | ** ** |
|--------------------------------------------------------------|------------|---------------|------------|---------------|------------|--------------|------------|
|                                                         |       |          |       |          |       |         |       |
| Expected   volatility                                        |       | 55.86%-57.49  | %          | 51.39%-52.4   | %          | 49.9         | %          |
| Risk-free   interest rate                                    |       | 1.85%-2.4     | %          | 2.21%-2.45    | %          | 2.97         | %          |
| Exercise   multiple                                          |       | 2.2-2.8       |       | 2.2-2.8       |       | 2.2-2.8      |       |
| Expected   dividend yield                                    |       | 0             | %          | 0             | %          | 0            | %          |
| Time to maturity   (in years)                                |       | 10            |       | 10            |       | 10           |       |
| Expected   forfeiture rate (post-vesting)                    |       | 0-20          | %          | 0%-20         | %          | 0%-20        | %          |
| Fair value of   the common share on the date of option grant |       | US$2.68-2.97  |       | US$1.39-2.92  |       | US$1.24-1.35 |       |
|                                                         |       | RMB18.6-20.60 |       | RMB9.05-18.98 |       | RMB8.54-9.31 |       |

 

As of December 31, 2018, there was RMB86,902 in total unrecognized compensation expense related to unvested options, which is expected to be recognized over a weighted-average period of 2.74 years.

 

*Restricted shares*

 

The total intrinsic value of restricted shares vested for the years ended December 31, 2016, 2017 and 2018 were RMB1,777, RMB2,468 and RMB1,470(US$214), respectively.

 

The fair value of restricted shares with service conditions is based on the fair market value of the underlying ordinary shares on the date of grant.

 

The following table summarizes the Company’s restricted shares activity under the plans:

 
| ** **                                              | ** ** | **Numbers of   restricted   shares** | ** ** | **Weighted   average   grant date fair   value** | ** ** |
|---------------------------------------------------------|------------|-------------------------------------------|------------|------------------------------------------------------------|------------|
|                                                    |       |                                      |       |                                                       |       |
| Outstanding as   of January 1, 2018                |       | 104,779                                   |       | 3.82                                                       |       |
| Granted                                                 |       | 210,000                                   |       | 2.23                                                       |       |
| Vested                                                  |       | (91,380                                   | )          | 3.28                                                       |       |
| Outstanding as   of December 31, 2018              |       | 223,399                                   |       | 2.54                                                       |       |
| Vested and   expected to vest at December 31, 2018 |       | 223,399                                   |       | 2.54                                                       |       |

 

As of December 31, 2018, there was RMB3,778 in total unrecognized compensation expense related to restricted shares, which is expected to be recognized over a weighted-average period of 2.69 years.

 

F-47

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**18. Loss Per Share**

 

The following table sets forth the computation of basic and diluted loss per share for the periods indicated:

 
| ** **                                                                 | ** ** | **For the Years Ended December 31,** | ** ** |
|----------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                                                                 | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                                                                 | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note 2(d))** | ** ** |
| Numerator:                                                                 |       |                                                          |       |   |   |   |   |   |   |
| Net loss   attributable to Tuniu Corporation                               |       | (2,407,194                                                    | )          | (767,304 | ) | (185,512 | ) | (26,981 | ) |
| Accretion on   redeemable noncontrolling interests                         |       | (106                                                          | )          | (5,725 | ) | (2,422 | ) | (352 | ) |
| Numerator for   basic and diluted net loss per share                       |       | (2,407,300                                                    | )          | (773,029 | ) | (187,934 | ) | (27,333 | ) |
| Denominator:                                                               |       |                                                          |       |   |   |   |   |   |   |
| Weighted average   number of ordinary shares outstanding-basic and diluted |       | 373,347,855                                                   |       | 378,230,039 |   | 377,744,381 |   | 377,744,381 |   |
| Loss per   share-basic and diluted                                         |       | (6.45                                                         | )          | (2.04 | ) | (0.50 | ) | (0.07 | ) |

 

The Company had securities which could potentially dilute basic loss per share in the future, which were excluded from the computation of diluted loss per share as their effects would have been anti-dilutive. Such outstanding securities consist of the share options and unvested restricted shares with the number of 31,733,446, 17,269,396 and 8,316,843, for the years ended December 31, 2016, 2017 and 2018, respectively.

 

**19. Restricted Net Assets**

 

Pursuant to laws applicable to entities incorporated in the PRC, the Group’s subsidiaries and Affiliated Entities in the PRC must make appropriations from after-tax profit to non-distributable reserve funds. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires an annual appropriation of 10% of after tax profit (as determined under accounting principles generally accepted in the PRC at each year-end) until the accumulative amount of such reserve fund reaches 50% of a company’s registered capital; the other fund appropriations are at the subsidiaries’ discretion. These reserve funds can only be used for specific purposes of enterprise expansion and staff bonus and welfare and are not distributable as cash dividends. In addition, due to restrictions on the distribution of share capital from the Group’s PRC subsidiaries and Affiliated Entities and also as a result of these entities’ unreserved accumulated losses, total restrictions placed on the distribution of the Group’s PRC subsidiaries and Affiliated Entities’ net assets was RMB1,721 million, or 51.4% of the Group’s total consolidated net assets as of December 31, 2018.

 

F-48

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**20. Commitments and Contingencies**

 

***(a) Operating Lease Agreement***

 

The Group leases its offices under non-cancelable operating lease agreements. Certain of these arrangements contain free or escalating rent clauses. The Group recognizes rental expense under such arrangements on a straight-line basis over the lease term. Rental expenses amounting to RMB86,830, RMB76,599 and RMB71,379 during the years ended December 31, 2016, 2017 and 2018, respectively, were charged to the consolidated statements of comprehensive loss when incurred.

 

As of December 31, 2018, future minimum commitments under non-cancelable agreements were as follows:

 
| **Years Ending December 31,** | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
|----------------------------------------------|------------|---------|------------|----------------------------|------------|
| 2019                                         |       | 101,947 |       | 14,828                     |       |
| 2020                                         |       | 75,523  |       | 10,984                     |       |
| 2021                                         |       | 33,952  |       | 4,938                      |       |
| 2022                                         |       | 3,712   |       | 540                        |       |
| 2023 and   thereafter                        |       | 2,124   |       | 309                        |       |
| Total                                        |       | 217,258 |       | 31,599                     |       |

 

***(b) Capital Commitments***

 

As of December 31, 2018, capital commitments relating to leasehold improvement, purchase of equipment and construction of office building were approximately RMB 15,079.

 

***(c) Contingencies***

 

From time to time, the Group is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, management does not believe that the ultimate outcome of these unresolved matters, individually and in the aggregate, is likely to have a material adverse effect on the Group’s financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and the Group’s view of these matters may change in the future. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the Group’s financial position and results of operations for the periods in which the unfavorable outcome occurs.

 

The Group records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Group reviews the need for any such liability on a regular basis. In 2016, the Group received a lawsuit for claim of RMB8.8 million due to the Group’s delay in payments for office rental and recorded the provision in accordance with *ASC 450, Contingencies.* During the year ended December 31, 2018, based on the result of Court’s final judgment that the Group’s loss was limited to RMB1.4 million, which was the deposit paid by the Group, the remaining provision of RMB7.4 million was reversed accordingly.

 

***(d) Other commitments***

 

Deposits or guarantees are required by the Group’s business partners for air ticketing and tourist attraction tickets. Letters of guarantee are issued by banks to the Group’s business partners with total amount of RMB212 million and RMB242 million as of December 31, 2017 and 2018, respectively, which occupies the Group’s revolving credit facilities granted by banks with the total amount of RMB520 million as of December 31, 2018.

 

F-49

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**21. Related party transactions and balances**

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities.

 

The following entities are considered to be related parties to the Group:

 
| **Name of related parties**                  | ** ** | **Relationship with the Group**                     |
|-------------------------------------------------------------|------------|--------------------------------------------------------------------|
| Ctrip Investment Holding Co., Ltd. (“Ctrip”) |       | one board director of the Group                                    |
| JD.com, Inc. (“JD”)                          |       | one board director of the Group                                    |
| HNA Tourism Holdings Group Co., Ltd. (“HNA”) |       | two board directors of the Group                                   |
| Black Fish Group Ltd. (“Black Fish”)              |       | founded by one of the former principal shareholders   of the Group |
| Fullshare Holdings Limited (“Fullshare”)          |       | a principal shareholder of the Group                               |

 

On May 25, 2018, Fullshare completed the purchase of 4,104,137 Class A ordinary shares and 6,949,997 Class B ordinary shares from the Group’s previous principal shareholder Mr.Haifeng Yan. Since then, Haifeng Yan was no longer the Group’s principal shareholder and Black Fish founded by Mr. Haifeng Yan ceased to be the Group’s related party.

 

a)                Transactions with related parties:

 

Ctrip purchased 5,000,000 Class A ordinary shares in a private placement concurrent with the Group’s initial public offering, an additional 3,731,034 Class A ordinary shares for a total of US$15 million through a private placement transaction in December 2014 as well as an additional 3,750,000 Class A ordinary shares for a total of US$20 million through a private placement transaction in May 2015.

 

The Group sells packaged tours through Ctrip’s online platform and the commission fees to Ctrip were insignificant. Revenues from Ctrip consist of commission fees for the booking of hotel rooms and air tickets through the Group’s online platform, amounted of RMB54.8 million, RMB61.5 million and RMB 161.7 million (US$23.5 million) for the years ended December 31, 2016, 2017 and 2018, respectively.

 

On May 8, 2015, the Company issued 65,625,000 Class A ordinary shares to Fabulous Jade Global Limited, a subsidiary of JD, for cash consideration of RMB1,528.2 million (US$250 million) and RMB660.2 million representing the fair value of business resource contributed by JD, which include the exclusive rights to operate the leisure travel channel for both JD’s website and mobile application, JD’s preferred partnership for hotel and air ticket reservation service, internet traffic support and marketing support for the leisure travel channel for a period of five years starting from August 2015.

 

On January 21, 2016, the Company issued 90,909,091 Class A ordinary shares to HNA Tourism Holdings Group Co., Ltd., for total consideration of RMB3,279 million (US$500 million).

 

In 2017, the Group disposed several subsidiaries to Black Fish with nominal consideration. As of the disposal date, these subsidiaries were in deficit positions and disposal gain was insignificant in the Group’s consolidated statement of comprehensive income.

 

Black Fish entered into cooperation agreements with the Group in 2017 for provision of services in relation to the Group’s online lending services. The amount of service fees charged by Black Fish was RMB155.9 million (US$24.0 million) for the year ended December 31, 2017. Black Fish also purchased loan receivable assets related to the lending business from the Group at the consideration of RMB140.0 million as the Group terminated these cooperation agreements and stopped granting loans to individuals in 2017.

 

HNA agreed to provide the Group with access to its premium airlines and hotels resources at a preferential rate, under fair competition market rules, and the Group undertook to acquire no less than US$100 million products and services sourced from HNA over the next two years. The Group purchased RMB250.5 million, RMB394.7 million, RMB588.9 million (US$85.7 million) air tickets from HNA for the year ended December 31, 2016, 2017 and 2018, respectively.

 

During the year ended December 31, 2018, the Group provided account receivables factoring service to an affiliate of HNA Tourism amounting to RMB500 million (US$72.7 million) with a repayment term of 12 months.

 

During the year ended December 31, 2018, Fullshare made several prepayment s to the Group for travelling products, which was RMB1.6 million (US$0.2 million) in 2018.

 

F-50

----

 

**TUNIU CORPORATION**

 

**NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 

**21. Related party transactions and balances - continued**

 

b)                Balances with related parties:

 
| ** **                    | ** ** | **As of December 31,** | ** ** |
|-------------------------------|------------|---------------------------------------|------------|
| ** **                    | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                    | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| **Current:**                  |       |                                  |       |   |   |   |   |
| Amounts due from   Ctrip      |       | 16,128                                |       | 11,091 |   | 1,613 |   |
| Amounts due from   JD         |       | 10,942                                |       | 50,336 |   | 7,321 |   |
| Amounts due from   HNA        |       | 143,084                               |       | 635,093 |   | 92,371 |   |
| Amounts due from   Black Fish |       | 1,177                                 |       | — |   | — |   |
| Total                         |       | 171,331                               |       | 696,520 |   | 101,305 |   |
|                          |       |                                  |       |   |   |   |   |
| **Current:**                  |       |                                  |       |   |   |   |   |
| Amounts due to   Ctrip        |       | 86,923                                |       | 73,229 |   | 10,650 |   |
| Amounts due to   JD           |       | —                                |       | 2,350 |   | 342 |   |
| Amounts due to   Fullshare    |       | —                                |       | 1,580 |   | 230 |   |
| Total                         |       | 86,923                                |       | 77,159 |   | 11,222 |   |

 

F-51

----

 

**FINANCIAL STATEMENT SCHEDULE I**

**TUNIU CORPORATION**

 

**CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY**

 

**CONDENSED BALANCE SHEETS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | **As of December 31,** | ** ** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------|------------|
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | **2017**                              | ** ** | **2018** | ** ** |
| ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | ** ** | **RMB**                               | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| **ASSETS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |       |                                  |       |   |   |   |   |
| **Current   assets**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       |                                  |       |   |   |   |   |
| Cash and cash   equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       | 293                                   |       | 250 |   | 36 |   |
| Amounts due from   subsidiaries and Affiliated Entities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       | 7,035,131                             |       | 7,116,514 |   | 1,035,054 |   |
| Prepayments and   other current assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       | 570                                   |       | 226 |   | 33 |   |
| **Total   current assets**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |       | 7,035,994                             |       | 7,116,990 |   | 1,035,123 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       |                                  |       |   |   |   |   |
| Intangible   assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       | 343,583                               |       | 211,540 |   | 30,767 |   |
| **Total   assets**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       | 7,379,577                             |       | 7,328,530 |   | 1,065,890 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       |                                  |       |   |   |   |   |
| **LIABILITIES   AND EQUITY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |       |                                  |       |   |   |   |   |
| **Current   liabilities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       |                                  |       |   |   |   |   |
| Accrued expenses   and other current liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |       | 8,232                                 |       | 10,989 |   | 1,598 |   |
| **Total   current liabilities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |       | 8,232                                 |       | 10,989 |   | 1,598 |   |
| **Non-current   liabilities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |       |                                  |       |   |   |   |   |
| Investment   deficit in subsidiaries and Affiliated Entities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |       | 3,776,234                             |       | 3,967,178 |   | 577,002 |   |
| **Total   non-current liabilities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |       | 3,776,234                             |       | 3,967,178 |   | 577,002 |   |
| **Total   liabilities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       | 3,784,466                             |       | 3,978,167 |   | 578,600 |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |       |                                  |       |   |   |   |   |
| **Equity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |       |                                  |       |   |   |   |   |
| Ordinary shares   (US$0.0001 par value; 1,000,000,000 shares (including 780,000,000 Class A   shares, 120,000,000 Class B shares and 100,000,000 shares to be   designated by the Board of Directors) authorized as of December 31, 2017   and 2018; 388,918,015 shares (including  371,544,515 Class A   shares and 17,373,500 Class B shares) and 389,331,544  shares   (including  371,958,044 Class A shares and 17,373,500   Class B shares) issued and outstanding as of December 31, 2017 and   2018, respectively) |       | 248                                   |       | 249 |   | 36 |   |
| Less: Treasury   stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |       | (185,419                              | )          | (304,535 | ) | (44,293 | ) |
| Additional   paid-in capital                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |       | 9,013,793                             |       | 9,061,979 |   | 1,318,010 |   |
| Accumulated   other comprehensive income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |       | 272,386                               |       | 284,079 |   | 41,318 |   |
| Accumulated   deficit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |       | (5,505,897                            | )          | (5,691,409 | ) | (827,781 | ) |
| **Total   Tuniu Corporation shareholders’ equity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |       | 3,595,111                             |       | 3,350,363 |   | 487,290 |   |
| **Total   liabilities and equity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |       | 7,379,577                             |       | 7,328,530 |   | 1,065,890 |   |

 

F-52

----

 

**FINANCIAL STATEMENT SCHEDULE I**

**TUNIU CORPORATION**

 

**CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY**

 

**CONDENSED STATEMENTS OF COMPREHENSIVE LOSS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 
| ** **                                                | ** ** | **For the Years Ended December 31,** | ** ** |
|-----------------------------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                                                | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                                                | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Operating   expenses                                      |       |                                                          |       |   |   |   |   |   |   |
| General and   administrative                              |       | (11,657                                                       | )          | (6,715 | ) | (3,147 | ) | (458 | ) |
| Share of loss of   subsidiaries and affiliated entities   |       | (2,230,637                                                    | )          | (761,841 | ) | (183,670 | ) | (26,714 | ) |
| **Total   operating expenses**                            |       | (2,242,294                                                    | )          | (768,556 | ) | (186,817 | ) | (27,172 | ) |
| **Loss   from operations**                                |       | (2,242,294                                                    | )          | (768,556 | ) | (186,817 | ) | (27,172 | ) |
| Other   income/(expenses)                                 |       |                                                          |       |   |   |   |   |   |   |
| Interest income                                           |       | 1,418                                                         |       | 6 |   | — |   | — |   |
| Foreign exchange   losses, net                            |       | (167,405                                                      | )          | (12 | ) | — |   | — |   |
| Other income,   net                                       |       | 1,087                                                         |       | 1,258 |   | 1,305 |   | 191 |   |
| Loss before   income tax expense                          |       | (2,407,194                                                    | )          | (767,304 | ) | (185,512 | ) | (26,981 | ) |
|                                                      |       |                                                          |       |   |   |   |   |   |   |
| **Net   loss**                                            |       | (2,407,194                                                    | )          | (767,304 | ) | (185,512 | ) | (26,981 | ) |
| Accretion on   redeemable noncontrolling interests        |       | (106                                                          | )          | (5,725 | ) | (2,422 | ) | (352 | ) |
| **Net   loss attributable to ordinary shareholders**      |       | (2,407,300                                                    | )          | (773,029 | ) | (187,934 | ) | (27,333 | ) |
|                                                      |       |                                                          |       |   |   |   |   |   |   |
| **Net   loss**                                            |       | (2,407,194                                                    | )          | (767,304 | ) | (185,512 | ) | (26,981 | ) |
| Other   comprehensive income/(loss)                       |       |                                                          |       |   |   |   |   |   |   |
| Foreign currency   translation adjustment, net of nil tax |       | 233,900                                                       |       | (128,539 | ) | 11,693 |   | 1,701 |   |
| **Comprehensive   loss**                                  |       | (2,173,294                                                    | )          | (895,843 | ) | (173,819 | ) | (25,280 | ) |

 

F-53

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**FINANCIAL STATEMENT SCHEDULE I**

**TUNIU CORPORATION**

 

**CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY**

 

**CONDENSED STATEMENTS OF CASH FLOWS**

**(All amounts in thousands, except for share and per share data, or otherwise noted)**

 
| ** **                                                                      | ** ** | **For the Years Ended December 31,** | ** ** |
|---------------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|
| ** **                                                                      | ** ** | **2016**                                                      | ** ** | **2017** | ** ** | **2018** | ** ** |
| ** **                                                                      | ** ** | **RMB**                                                       | ** ** | **RMB** | ** ** | **RMB** | ** ** | **US$ (Note   2(d))** | ** ** |
| Cash (used   in)/provided by operating activities                               |       | (661,029                                                      | )          | (5,507 | ) | 1,266 |   | 184 |   |
| Cash (used   in)/provided by investing activities                               |       | (3,972,014                                                    | )          | 402,418 |   | 133,189 |   | 19,372 |   |
| Cash provided   by/(used in) financing activities                               |       | 3,264,610                                                     |       | (98,805 | ) | (134,485 | ) | (19,560 | ) |
|                                                                            |       |                                                          |       |   |   |   |   |   |   |
| Effect of   exchange rate changes on cash, cash equivalents and restricted cash |       | 281,764                                                       |       | (301,241 | ) | (13 | ) | (3 | ) |
| Net decrease in   cash, cash equivalents and restricted cash                    |       | (1,086,669                                                    | )          | (3,135 | ) | (43 | ) | (7 | ) |
| Cash, cash   equivalents and restricted cash at the beginning of year           |       | 1,090,097                                                     |       | 3,428 |   | 293 |   | 43 |   |
| Cash, cash   equivalents and restricted cash at the end of year                 |       | 3,428                                                         |       | 293 |   | 250 |   | 36 |   |
| **Supplemental   disclosure of non-cash investing and financing activities**    |       |                                                          |       |   |   |   |   |   |   |
| Receivables   related to exercise of stock option                               |       | (163                                                          | )          | (385 | ) | (23 | ) | (3 | ) |

 

F-54

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**FINANCIAL STATEMENT SCHEDULE I**

**TUNIU CORPORATION**

 

**CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY**

 

**Note to Financial Statement Schedule I**

 

Schedule I has been provided pursuant to the requirements of Rule 12-04(a) and 5-04-(c) of Regulation S-X, which require condensed financial information as to the financial position, change in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year.

 

The condensed financial information has been prepared using the same accounting policies as set out in the accompanying consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries and Affiliated Entities. Such investments in subsidiaries and Affiliated Entities are presented as investment deficit in subsidiaries and Affiliated Entities and the loss of the subsidiaries and Affiliated Entities is presented as share of loss of subsidiaries and Affiliated Entities.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The footnote disclosures to the consolidated financial statements contain information relating to the operations of the parent company and, as such, this schedule should be read in conjunction with the notes to the accompanying consolidated financial statements.

 

As of December 31, 2018, the parent company had no significant capital and other commitments, long-term obligations, or guarantee, except for those which have separately disclosed in the consolidated financial statements.

 

F-55

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