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6-K 1 tm2532840d1_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2025

 

 

 

Commission File Number: 001-36430

 

 

 

Tuniu Corporation

 

6, 8-12th Floor, Building 6-A, Juhuiyuan

No. 108 Xuanwudadao, Xuanwu District

Nanjing, Jiangsu Province 210023

People’s Republic of China

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F x        Form 40-F ¨

 

 

 

 


 

EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release—Tuniu Announces Unaudited Third Quarter 2025 Financial Results

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Tuniu Corporation  
   
  By: /s/ Anqiang Chen
  Name: Anqiang Chen
  Title: Financial Controller

 

Date: December 5, 2025

 

 

 

EX-99.1 2 tm2532840d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Tuniu Announces Unaudited Third Quarter 2025 Financial Results

 

NANJING, China, December 5, 2025 - Tuniu Corporation (NASDAQ: TOUR) ("Tuniu" or the "Company"), a leading online leisure travel company in China, today announced its unaudited financial results for the third quarter ended September 30, 2025.

 

"In the third quarter, our business maintained steady growth momentum," said Mr. Donald Dunde Yu, Tuniu’s founder, Chairman and Chief Executive Officer. “Revenues from Tuniu’s core packaged tour products increased by 12.4% year-over-year. At the same time, we continued to deliver quarterly profitability on both a GAAP and non-GAAP basis. During the peak season, in response to customers’ evolving needs, we leveraged our core capabilities and worked closely with our partners to better tailor our products, services and channels, further improving customer satisfaction. Looking forward, we will further apply technologies such as AI applications across more scenarios to further enhance Tuniu’s operational efficiency and customer experience. Our ongoing commitment to product and technology innovation will continue to drive high-quality development and fuel the company’s long-term growth.”

 

Third Quarter 2025 Results

 

Net revenues were RMB202.1 million (US$28.4 million1) in the third quarter of 2025, representing a year-over-year increase of 8.6% from the corresponding period in 2024.

 

· Revenues from packaged tours were RMB179.0 million (US$25.1 million) in the third quarter of 2025, representing a year-over-year increase of 12.4% from the corresponding period in 2024. The increase was primarily due to the growth of organized tours and self-guided tours.

 

· Other revenues were RMB23.0 million (US$3.2 million) in the third quarter of 2025, representing a year-over-year decrease of 13.7% from the corresponding period in 2024. The decrease was primarily due to the decrease in the commission fees received from other travel-related products.

 

Cost of revenues was RMB92.5 million (US$13.0 million) in the third quarter of 2025, representing a year-over-year increase of 44.0% from the corresponding period in 2024. As a percentage of net revenues, cost of revenues was 45.8% in the third quarter of 2025, compared to 34.5% in the corresponding period in 2024.

 

Gross profit was RMB109.6 million (US$15.4 million) in the third quarter of 2025, representing a year-over-year decrease of 10.0% from the corresponding period in 2024.

 

 

1 The conversion of Renminbi ("RMB") into United States dollars ("US$") is based on the exchange rate of US$1.00=RMB7.1190 on September 30, 2025 as set forth in H.10 statistical release of the U.S. Federal Reserve Board and available at https://www.federalreserve.gov/releases/h10/default.htm.

 

 


 

Operating expenses were RMB95.8 million (US$13.5 million) in the third quarter of 2025, representing a year-over-year increase of 3.4% from the corresponding period in 2024.

 

· Research and product development expenses were RMB15.7 million (US$2.2 million) in the third quarter of 2025, representing a year-over-year increase of 15.4%. The increase was primarily due to the increase in research and product development personnel related expenses. Research and product development expenses as a percentage of net revenues were 7.8% in the third quarter of 2025.

 

· Sales and marketing expenses were RMB61.5 million (US$8.6 million) in the third quarter of 2025, representing a year-over-year increase of 1.6%. The increase was primarily due to the increase in sales and marketing personnel related expenses. Sales and marketing expenses as a percentage of net revenues were 30.5% in the third quarter of 2025.

 

· General and administrative expenses were RMB18.5 million (US$2.6 million) in the third quarter of 2025, which were almost in line with general and administrative expenses in the third quarter of 2024. General and administrative expenses as a percentage of net revenues were 9.2% in the third quarter of 2025.

 

Income from operations was RMB13.8 million (US$1.9 million) in the third quarter of 2025, compared to an income from operations of RMB29.2 million in the third quarter of 2024. Non-GAAP2 income from operations, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB15.8 million (US$2.2 million) in the third quarter of 2025.

 

Net income was RMB19.4 million (US$2.7 million) in the third quarter of 2025, compared to a net income of RMB43.9 million in the third quarter of 2024. Non-GAAP net income, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB21.4 million (US$3.0 million) in the third quarter of 2025.

 

Net income attributable to ordinary shareholders of Tuniu Corporation was RMB19.8 million (US$2.8 million) in the third quarter of 2025, compared to a net income attributable to ordinary shareholders of Tuniu Corporation of RMB44.4 million in the third quarter of 2024. Non-GAAP net income attributable to ordinary shareholders of Tuniu Corporation, which excluded share-based compensation expenses and amortization of acquired intangible assets, was RMB21.8 million (US$3.1 million) in the third quarter of 2025.

 

As of September 30, 2025, the Company had cash and cash equivalents, restricted cash, short-term investments and long-term deposits of RMB1.1 billion (US$155.6 million).

 

 

2 The section below entitled "About Non-GAAP Financial Measures" provides information about the use of Non-GAAP financial measures in this press release, and the table captioned “Reconciliations of GAAP and Non-GAAP Results" set forth at the end of this press release reconciles Non-GAAP financial information with the Company's financial results under GAAP.

 

 


 

Business Outlook

 

For the fourth quarter of 2025, Tuniu expects to generate RMB111.0 million to RMB116.1 million of net revenues, which represents an 8% to 13% increase year-over-year compared with net revenues in the corresponding period in 2024. This forecast reflects Tuniu's current and preliminary view on the industry and its operations, which is subject to change.

 

Share Repurchase Update

 

In March 2024, the Company's Board of Directors authorized a share repurchase program (the “2024 Share Repurchase Program”) under which the Company may repurchase up to US$10 million worth of its ordinary shares or American depositary shares (“ADS”) representing ordinary shares. By August 2025, the Company had repurchased an aggregate of approximately 10.7 million ADSs for US$10 million from the open market under the 2024 Share Repurchase Program, and accordingly, the 2024 Share Repurchase Program was terminated.

 

In August 2025, the Company's Board of Directors authorized a new share repurchase program (the “2025 Share Repurchase Program”) under which the Company may repurchase up to US$10 million worth of its ordinary shares or ADS representing ordinary shares, effective immediately upon the termination of the 2024 Share Repurchase Program. As of November 30, 2025, the Company had repurchased an aggregate of approximately 3.0 million ADSs for approximately US$2.6 million from the open market under the 2025 Share Repurchase Program.

 

Conference Call Information

 

Tuniu’s management will hold an earnings conference call at 8:00 am U.S. Eastern Time, on December 5, 2025, (9:00 pm, Beijing/Hong Kong Time, on December 5, 2025) to discuss the third quarter 2025 financial results.

 

To participate in the conference call, please dial the following numbers:

 

United States 1-888-346-8982
Hong Kong 852-301-84992
Mainland China 4001-201203
International 1-412-902-4272

 

Conference ID: Tuniu 3Q 2025 Earnings Conference Call

 

A telephone replay will be available one hour after the end of the conference call through December 12, 2025. The dial-in details are as follows:

 

United States 1-855-669-9658
International 1-412-317-0088

 

Replay Access Code: 2651018

 

Additionally, a live and archived webcast of the conference call will also be available on the Company’s investor relations website at http://ir.tuniu.com.

 

 


 

About Tuniu

 

Tuniu (Nasdaq: TOUR) is a leading online leisure travel company in China that offers integrated travel service with a large selection of packaged tours, including organized and self-guided tours, as well as travel-related services for leisure travelers through its website tuniu.com and mobile platform. Tuniu provides one-stop leisure travel solutions and a compelling customer experience through its online platform and offline service network, including a dedicated team of professional customer service representatives, 24/7 call centers, extensive networks of offline retail stores and self-operated local tour operators. For more information, please visit http://ir.tuniu.com.

 

Safe Harbor Statement

 

This press release contains forward-looking statements made under the "safe harbor" provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Tuniu may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about Tuniu's beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but are not limited to the following: Tuniu's goals and strategies; the growth of the online leisure travel market in China; the demand for Tuniu’s products and services; its relationships with customers and travel suppliers; Tuniu’s ability to offer competitive travel products and services; Tuniu’s future business development, results of operations and financial condition; competition in the online travel industry in China; government policies and regulations relating to Tuniu’s structure, business and industry; the impact of health epidemics on Tuniu’s business operations, the travel industry and the economy of China and elsewhere generally; and the general economic and business condition in China and elsewhere. Further information regarding these and other risks, uncertainties or factors is included in the Company's filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and Tuniu does not undertake any obligation to update such information, except as required under applicable law.

 

 


 

About Non-GAAP Financial Measures

 

To supplement the Company's unaudited consolidated financial results presented in accordance with United States Generally Accepted Accounting Principles (“GAAP”), the Company has provided non-GAAP information related to income from operations, net income, net income attributable to ordinary shareholders of Tuniu Corporation, which excludes share-based compensation expenses and amortization of acquired intangible assets. The presentation of this non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We believe that the non-GAAP financial measures used in this press release are useful for understanding and assessing underlying business performance and operating trends, and management and investors benefit from referring to these non-GAAP financial measures in assessing our financial performance and when planning and forecasting future periods.

 

This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. The non-GAAP financial measure has limitations as an analytical tool. Further, this non-GAAP measure may differ from the non-GAAP information used by other companies, including peer companies, and therefore its comparability may be limited. The Company compensates for these limitations by reconciling the non-GAAP financial measure to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. Tuniu encourages investors and others to review its financial information in its entirety and not rely on a single financial measure.

 

For more information on these non-GAAP financial measures, please see the table captioned "Reconciliations of GAAP and non-GAAP Results" set forth at the end of this press release.

 

For investor and media inquiries, please contact:

 

China

 

Mary Chen

 

Investor Relations Director

 

Tuniu Corporation

 

Phone: +86-25-6960-9988

 

E-mail: ir@tuniu.com

 

(Financial Tables Follow)

 

 


 

Tuniu Corporation

Unaudited Condensed Consolidated Balance Sheets

(All amounts in thousands, except per share information)

 

    December 31, 2024     September 30, 2025     September 30, 2025  
    RMB     RMB     US$  
ASSETS                        
Current assets                        
Cash and cash equivalents     465,004       229,141       32,187  
Restricted cash     26,061       10,508       1,476  
Short-term investments     432,823       724,937       101,831  
Accounts receivable, net     43,313       86,023       12,084  
Amounts due from related parties     752       1,045       147  
Prepayments and other current assets     235,443       251,104       35,272  
Total current assets     1,203,396       1,302,758       182,997  
                         
Non-current assets                        
Long-term investments     534,041       330,784       46,465  
Property and equipment, net     32,849       19,705       2,768  
Intangible assets, net     22,210       20,482       2,877  
Land use right, net     88,467       -       -  
Operating lease right-of-use assets, net     9,266       7,559       1,062  
Other non-current assets     19,208       20,734       2,913  
Total non-current assets     706,041       399,264       56,085  
Total assets     1,909,437       1,702,022       239,082  
                         
LIABILITIES AND EQUITY                        
Current liabilities                        
Short-term borrowings     36       36       5  
Accounts and notes payable     290,112       327,405       45,990  
Amounts due to related parties     3,121       7,021       986  
Salary and welfare payable     23,148       23,035       3,236  
Taxes payable     5,060       1,716       241  
Advances from customers     247,151       93,847       13,183  
Operating lease liabilities, current     2,994       3,294       463  
Accrued expenses and other current liabilities     322,034       266,936       37,496  
Total current liabilities     893,656       723,290       101,600  
                         
Non-current liabilities                        
Operating lease liabilities, non-current     1,680       1,198       168  
Deferred tax liabilities     5,151       4,677       657  
Total non-current liabilities     6,831       5,875       825  
Total liabilities     900,487       729,165       102,425  
                         
Equity                        
Ordinary shares     249       249       35  
Less: Treasury stock     (329,668 )     (364,956 )     (51,265 )
Additional paid-in capital     9,146,928       9,120,883       1,281,203  
Accumulated other comprehensive income     313,460       309,660       43,498  
Accumulated deficit     (8,050,378 )     (8,020,799 )     (1,126,675 )
Total Tuniu Corporation shareholders’ equity     1,080,591       1,045,037       146,796  
Noncontrolling interests     (71,641 )     (72,180 )     (10,139 )
Total equity     1,008,950       972,857       136,657  
Total liabilities and equity     1,909,437       1,702,022       239,082  

 

 


 

Tuniu Corporation

Unaudited Condensed Consolidated Statements of Comprehensive Income

(All amounts in thousands, except per share information)

 

    Quarter Ended     Quarter Ended     Quarter Ended     Quarter Ended  
    September 30, 2024     June 30, 2025     September 30, 2025     September 30, 2025  
    RMB     RMB     RMB     US$  
Revenues                                
Packaged tours     159,289       113,404       179,018       25,147  
Others     26,706       21,450       23,042       3,237  
Net revenues     185,995       134,854       202,060       28,384  
Cost of revenues     (64,212 )     (48,865 )     (92,455 )     (12,987 )
Gross profit     121,783       85,989       109,605       15,397  
                                 
Operating expenses                                
Research and product development     (13,640 )     (16,403 )     (15,734 )     (2,210 )
Sales and marketing     (60,578 )     (45,019 )     (61,533 )     (8,643 )
General and administrative     (18,600 )     (17,760 )     (18,497 )     (2,598 )
Other operating income/(loss)     202       312       (2 )     -  
Total operating expenses     (92,616 )     (78,870 )     (95,766 )     (13,451 )
Income from operations     29,167       7,119       13,839       1,946  
Other income/(expenses)                                
Interest and investment income, net     7,213       7,279       8,912       1,252  
Interest expense     (865 )     (583 )     (576 )     (81 )
Foreign exchange gains/(losses), net     1,115       (804 )     (858 )     (121 )
Other income/(loss), net     6,931       (55 )     (480 )     (67 )
Income before income tax expense     43,561       12,956       20,837       2,929  
Income tax expense     (159 )     (274 )     (625 )     (88 )
Equity in income/(loss) of affiliates     464       1,423       (844 )     (119 )
Net income     43,866       14,105       19,368       2,722  
Net loss attributable to noncontrolling interests     (582 )     (421 )     (383 )     (54 )
Net income attributable to ordinary shareholders of Tuniu Corporation     44,448       14,526       19,751       2,776  
                                 
Net income     43,866       14,105       19,368       2,722  
Other comprehensive income:                                
Foreign currency translation adjustment, net of nil tax     (6,859 )     (1,625 )     (1,314 )     (185 )
Comprehensive income     37,007       12,480       18,054       2,537  
                                 
Net income per ordinary share attributable to ordinary shareholders - basic and diluted     0.12       0.04       0.06       0.01  
Net income per ADS - basic and diluted*     0.36       0.12       0.18       0.03  
                                 
Weighted average number of ordinary shares used in computing basic income per share     357,427,106       343,694,559       339,255,345       339,255,345  
Weighted average number of ordinary shares used in computing diluted income per share     359,607,726       345,928,965       341,395,417       341,395,417  
                                 
Share-based compensation expenses included are as follows:                                
Cost of revenues     65       65       65       9  
Research and product development     65       65       65       9  
Sales and marketing     32       32       32       4  
General and administrative     1,246       1,244       1,247       175  
Total     1,408       1,406       1,409       197  

 

*Each ADS represents three of the Company's ordinary shares.

 

 


 

Reconciliations of GAAP and Non-GAAP Results

(All amounts in thousands, except per share information)

 

    Quarter Ended September 30, 2025  
    GAAP Result     Share-based
Compensation
    Amortization of acquired
intangible assets
    Non-GAAP
Result
 
Income from operations     13,839       1,409       591       15,839  
                                 
Net income     19,368       1,409       591       21,368  
                                 
Net income attributable to ordinary shareholders     19,751       1,409       591       21,751  

 

    Quarter Ended June 30, 2025  
    GAAP Result     Share-based
Compensation
    Amortization of acquired
intangible assets
    Non-GAAP
Result
 
Income from operations     7,119       1,406       591       9,116  
                                 
Net income     14,105       1,406       591       16,102  
                                 
Net income attributable to ordinary shareholders     14,526       1,406       591       16,523  

 

    Quarter Ended September 30, 2024  
    GAAP Result     Share-based
Compensation
    Amortization of acquired
intangible assets
    Non-GAAP
Result
 
Income from operations     29,167       1,408       764       31,339  
                                 
Net income     43,866       1,408       764       46,038  
                                 
Net income attributable to ordinary shareholders     44,448       1,408       764       46,620