6-K
Tuniu Corp (TOUR)
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
Exhibit 99.1
Tuniu Announces Unaudited Third Quarter 2025Financial 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 million^1^) 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<br>million (US$25.1 million) in the third quarter of 2025, representing a year-over-year increase of 12.4% from the corresponding period<br>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<br>million) in the third quarter of 2025, representing a year-over-year decrease of 13.7% from the corresponding period in 2024. The decrease<br>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 expenseswere RMB15.7 million (US$2.2 million) in the third quarter of 2025, representing a year-over-year increase of 15.4%. The increase<br>was primarily due to the increase in research and product development personnel related expenses. Research and product development expenses<br>as a percentage of net revenues were 7.8% in the third quarter of 2025. |
|---|---|
| · | Sales and marketing expenses were RMB61.5<br>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<br>to the increase in sales and marketing personnel related expenses. Sales and marketing expenses as a percentage of net revenues were 30.5%<br>in the third quarter of 2025. |
| --- | --- |
| · | General and administrative expenses were<br>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<br>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-GAAP^2^ 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 shareholdersof 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 shareholdersof 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 cashand 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 | ||||||
| Restricted cash | 26,061 | 10,508 | ||||||
| Short-term investments | 432,823 | 724,937 | ||||||
| Accounts receivable, net | 43,313 | 86,023 | ||||||
| Amounts due from related parties | 752 | 1,045 | ||||||
| Prepayments and other current assets | 235,443 | 251,104 | ||||||
| Total current assets | 1,203,396 | 1,302,758 | ||||||
| Non-current assets | ||||||||
| Long-term investments | 534,041 | 330,784 | ||||||
| Property and equipment, net | 32,849 | 19,705 | ||||||
| Intangible assets, net | 22,210 | 20,482 | ||||||
| Land use right, net | 88,467 | - | ||||||
| Operating lease right-of-use assets, net | 9,266 | 7,559 | ||||||
| Other non-current assets | 19,208 | 20,734 | ||||||
| Total non-current assets | 706,041 | 399,264 | ||||||
| Total assets | 1,909,437 | 1,702,022 | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities | ||||||||
| Short-term borrowings | 36 | 36 | ||||||
| Accounts and notes payable | 290,112 | 327,405 | ||||||
| Amounts due to related parties | 3,121 | 7,021 | ||||||
| Salary and welfare payable | 23,148 | 23,035 | ||||||
| Taxes payable | 5,060 | 1,716 | ||||||
| Advances from customers | 247,151 | 93,847 | ||||||
| Operating lease liabilities, current | 2,994 | 3,294 | ||||||
| Accrued expenses and other current liabilities | 322,034 | 266,936 | ||||||
| Total current liabilities | 893,656 | 723,290 | ||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities, non-current | 1,680 | 1,198 | ||||||
| Deferred tax liabilities | 5,151 | 4,677 | ||||||
| Total non-current liabilities | 6,831 | 5,875 | ||||||
| Total liabilities | 900,487 | 729,165 | ||||||
| Equity | ||||||||
| Ordinary shares | 249 | 249 | ||||||
| Less: Treasury stock | (329,668 | ) | (364,956 | ) | ) | |||
| Additional paid-in capital | 9,146,928 | 9,120,883 | ||||||
| Accumulated other comprehensive income | 313,460 | 309,660 | ||||||
| Accumulated deficit | (8,050,378 | ) | (8,020,799 | ) | ) | |||
| Total Tuniu Corporation shareholders’ equity | 1,080,591 | 1,045,037 | ||||||
| Noncontrolling interests | (71,641 | ) | (72,180 | ) | ) | |||
| Total equity | 1,008,950 | 972,857 | ||||||
| Total liabilities and equity | 1,909,437 | 1,702,022 |
All values are in US Dollars.
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 | ||||||||
| Others | 26,706 | 21,450 | 23,042 | ||||||||
| Net revenues | 185,995 | 134,854 | 202,060 | ||||||||
| Cost of revenues | (64,212 | ) | (48,865 | ) | (92,455 | ) | ) | ||||
| Gross profit | 121,783 | 85,989 | 109,605 | ||||||||
| Operating expenses | |||||||||||
| Research and product development | (13,640 | ) | (16,403 | ) | (15,734 | ) | ) | ||||
| Sales and marketing | (60,578 | ) | (45,019 | ) | (61,533 | ) | ) | ||||
| General and administrative | (18,600 | ) | (17,760 | ) | (18,497 | ) | ) | ||||
| Other operating income/(loss) | 202 | 312 | (2 | ) | |||||||
| Total operating expenses | (92,616 | ) | (78,870 | ) | (95,766 | ) | ) | ||||
| Income from operations | 29,167 | 7,119 | 13,839 | ||||||||
| Other income/(expenses) | |||||||||||
| Interest and investment income, net | 7,213 | 7,279 | 8,912 | ||||||||
| Interest expense | (865 | ) | (583 | ) | (576 | ) | ) | ||||
| Foreign exchange gains/(losses), net | 1,115 | (804 | ) | (858 | ) | ) | |||||
| Other income/(loss), net | 6,931 | (55 | ) | (480 | ) | ) | |||||
| Income before income tax expense | 43,561 | 12,956 | 20,837 | ||||||||
| Income tax expense | (159 | ) | (274 | ) | (625 | ) | ) | ||||
| Equity in income/(loss) of affiliates | 464 | 1,423 | (844 | ) | ) | ||||||
| Net income | 43,866 | 14,105 | 19,368 | ||||||||
| Net loss attributable to noncontrolling interests | (582 | ) | (421 | ) | (383 | ) | ) | ||||
| Net income attributable to ordinary shareholders of Tuniu Corporation | 44,448 | 14,526 | 19,751 | ||||||||
| Net income | 43,866 | 14,105 | 19,368 | ||||||||
| Other comprehensive income: | |||||||||||
| Foreign currency translation adjustment, net of nil tax | (6,859 | ) | (1,625 | ) | (1,314 | ) | ) | ||||
| Comprehensive income | 37,007 | 12,480 | 18,054 | ||||||||
| Net income per ordinary share attributable to ordinary shareholders - basic and diluted | 0.12 | 0.04 | 0.06 | ||||||||
| Net income per ADS - basic and diluted* | 0.36 | 0.12 | 0.18 | ||||||||
| Weighted average number of ordinary shares used in computing basic income per share | 357,427,106 | 343,694,559 | 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 | ||||||||
| Share-based compensation expenses included are as follows： | |||||||||||
| Cost of revenues | 65 | 65 | 65 | ||||||||
| Research and product development | 65 | 65 | 65 | ||||||||
| Sales and marketing | 32 | 32 | 32 | ||||||||
| General and administrative | 1,246 | 1,244 | 1,247 | ||||||||
| Total | 1,408 | 1,406 | 1,409 |
All values are in US Dollars.
*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<br><br> Compensation | Amortization of acquired<br><br> intangible assets | Non-GAAP<br><br>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<br> Compensation | Amortization of acquired <br> intangible assets | Non-GAAP<br> 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<br> Compensation | Amortization of acquired<br> intangible assets | Non-GAAP<br> 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 |