TOUR Tuniu Corporation

EXPLANATORY NOTE

This registration statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purposes of registering an aggregate of 17,542,440 Class A ordinary shares of Tuniu Corporation (the “Registrant”) that have been added to the award pool pursuant to the terms of the 2014 Share Incentive Plan (the “2014 Plan”).

Under the 2014 Plan, 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 (exclusive of the total number of shares underlying the options or other awards granted previously that remain outstanding) account for less than 1% of the total then-issued and outstanding ordinary shares on an as-converted basis, and the ordinary shares reserved under the 2014 Plan immediately after each such increase shall equal to 5% of the then-issued and outstanding ordinary shares on an as-converted basis (the “Evergreen Provision”). Pursuant to the Evergreen Provision, the maximum aggregate number of shares which may be issued under the 2014 Plan increased automatically by an aggregate of 54,006,703 Class A ordinary shares in December 2014, August 2015, December 2016 and April 2023, respectively. As of the date of this registration statement, the maximum aggregate number of shares which may be issued under the 2014 Plan is 59,506,703 Class A ordinary shares. The newly added 17,542,440 Class A ordinary shares are being registered on this registration statement. In accordance with General Instruction E to Form S-8, the contents of the registration statements on Form S-8 (File No. 333-198111, No. 333-251283), as filed with the Securities and Exchange Commission (the “Commission”) on August 13, 2014 and December 11, 2020, respectively, are incorporated herein by reference, except as otherwise set forth herein.