JD.com, Inc. — Major Shareholding Notification 2025

Dec 8, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise 20 votes, respectively, on any resolution tabled at our general meetings, except as may otherwise be required by law or provided for in our Memorandum and Articles of Association. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing two of our Class A ordinary shares, are listed on the Nasdaq Global Select Market in the United States under the symbol JD.

JD.com, Inc.

京東集團股份有限公司

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Codes: 9618 (HKD counter) and 89618 (RMB counter))

OVERSEAS REGULATORY ANNOUNCEMENT

We are making this announcement pursuant to Rule 13.10B of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

We filed a Schedule 13D/A on December 5, 2025 (U.S. Eastern Time) with the Securities and Exchange Commission of the United States in relation to our beneficial ownership report on our interest in Tuniu Corporation. For details, please refer to the attached Schedule 13D/A.

By Order of the Board of Directors

JD.com, Inc.

Mr. Richard Qiangdong Liu

Chairman of the Board of Directors

Hong Kong, December 8, 2025

As at the date of this announcement, our board of directors comprises Mr. Richard Qiangdong LIU as the chairman, Ms. Sandy Ran XU as the executive director, Ms. Caroline SCHEUFELE, Ms. Carol Yun Yau LI, Ms. Grace Kun DING, Ms. Jennifer Ngar-Wing YU, Mr. Ming HUANG, Mr. Louis T. HSIEH, and Mr. Dingbo XU as the independent directors.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Tuniu Corporation

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

89977P106

(CUSIP Number)

JD.com, Inc.

20th Fl, Build A, No.18 Kechuang 11 St, Yizhuang Eco & Tech Dev Zone, Daxing Dis

Beijing, F4, 101000

86 10 8911-8888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/05/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

☐

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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SCHEDULE 13D

CUSIP No. 89977P106

| 1 | Name of reporting person
JD.com, Inc. | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☑ (b) | |
| 3 | SEC use only | |
| 4 | Source of funds (See Instructions)
WC, OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |
| 6 | Citizenship or place of organization
CAYMAN ISLANDS | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 |
| | 8 | Shared Voting Power
78,061,780.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
78,061,780.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
78,061,780.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
23.3 % | |
| 14 | Type of Reporting Person (See Instructions)
HC | |

Comment for Type of Reporting Person:

---

The percentage is calculated based on 335,612,696 ordinary shares of the Issuer outstanding as of September 30, 2025, including 17,373,500 Class B ordinary shares outstanding and 318,239,196 Class A ordinary shares outstanding, as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2025. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

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SCHEDULE 13D

CUSIP No. 89977P106

| 1 | Name of reporting person
JD.com Investment Limited | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☑ (b) | |
| 3 | SEC use only | |
| 4 | Source of funds (See Instructions)
AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 |
| | 8 | Shared Voting Power
78,061,780.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
78,061,780.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
78,061,780.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
23.3 % | |
| 14 | Type of Reporting Person (See Instructions)
CO | |

Comment for Type of Reporting Person:

---

The percentage is calculated based on 335,612,696 ordinary shares of the Issuer outstanding as of September 30, 2025, including 17,373,500 Class B ordinary shares outstanding and 318,239,196 Class A ordinary shares outstanding, as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2025. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstance.

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SCHEDULE 13D

Item 1. Security and Issuer

(a) Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share

(b) Name of Issuer:
Tuniu Corporation

(c) Address of Issuer's Principal Executive Offices:
6, 8-12 Floor, Building 6-A, Juhuiyuan, No. 108 Xuanwudadao, Xuanwu District, Nanjing, CHINA, 210023.

This Amendment No. 2 to Schedule 13D (this "Amendment No. 2") amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on December 27, 2023 (the "Original Schedule 13D"), as amended by an amendment No. 1 on December 6, 2024 (the "Amendment No. 1" and together with the Original Schedule 13D, the "Statement") filed by JD.com, Inc. ("JD") and JD.com Investment Limited ("JD Investment BVI") (individually, each a "Reporting Person" and collectively, "Reporting Persons"), with respect to Class A ordinary shares, par value $0.0001 per share, of Tuniu Corporation, a company organized under the laws of the Cayman Islands (the "Issuer").

Item 1 Comment:

Except as provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Statement. Capitalized terms used but not defined in this Amendment No. 2 have the meanings ascribed to them in the Statement.

Item 2. Identity and Background

Schedule A (attached as Exhibit 99.A) is hereby amended and restated in its entirety and Item 2(d)-(e) of the Schedule 13D is hereby restated in its entirety as follows:

(a) (d)-(e) During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the persons listed in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(d) See Item 2(a) above

(e) See Item 2(a) above

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended and supplemented by adding the following:

Following the change in the number of the Issuer's issued and outstanding shares as reported in the Issuer's current report on Form 6-K filed with the Securities and Exchange Commission on December 5, 2025, the Reporting Persons' shareholding percentage in the Issuer was approximately 23.3%. The Reporting Persons continued to hold 78,061,780 Class A ordinary shares of the Issuer.

Except as described above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of the Statement is hereby amended and supplemented by the following:

(a) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 1 and the information set forth or incorporated in Items 2, 4, and 6 are hereby incorporated herein by reference in this Item 5.

Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any ordinary shares of the Issuer or has the right to acquire any ordinary shares of the Issuer.

(b) Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the ordinary shares of the Issuer that they may be deemed to beneficially own.

(c) Except as disclosed in this Statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the ordinary shares of the Issuer during the past 60 days.

(d) Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.

(e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

JD.com, Inc.

Signature:
/s/ Ian Su Shan

Name/Title:
Ian Su Shan, Chief Financial Officer

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Date: 12/05/2025

JD.com Investment Limited

Signature: /s/ Nani Wang

Name/Title: Nani Wang, Director

Date: 12/05/2025