INVESTOR RIGHTS AGREEMENT dated as of May 22, 2015 between TUNIU CORPORATION and FABULOUS JADE GLOBAL LIMITEDInvestor Rights Agreement • November 30th, 2020 • Caissa Sega Tourism Culture Development Group Co., Ltd. • Transportation services • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2015 (the “Effective Date”), by and between Tuniu Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”) and Fabulous Jade Global Limited, a company incorporated under the laws of the British Virgin Islands (“JD” or the “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • November 30th, 2020 • Caissa Sega Tourism Culture Development Group Co., Ltd. • Transportation services • New York
WHEREAS, upon the terms and conditions of this Agreement and the Transaction Documents (as defined below), the Company desires to issue and sell to the Purchaser, and the Purchaser wishes to purchase from the Company, certain Class A ordinary shares (“Ordinary Shares”) of the Company in a private placement exempt from registration pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (“Regulation S” and the “Securities Act,” respectively);
JOINT FILING AGREEMENTJoint Filing Agreement • November 30th, 2020 • Caissa Sega Tourism Culture Development Group Co., Ltd. • Transportation services
The undersigned hereby agree that the statement on Schedule 13D with respect to the Class A ordinary shares, par value of $0.0001 per share, of Tuniu Corporation, dated as of November 30, 2020 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
SHARE PURCHASE AGREEMENT BY AND AMONG JD.COM E-COMMERCE (INVESTMENT) HONG KONG CORPORATION LIMITED and JD.COM INVESTMENT LIMITED and （CAISSA SEGA TOURISM CULTURE DEVELOPMENT GROUP CO., LTD） Dated as of June 19, 2020Share Purchase Agreement • November 30th, 2020 • Caissa Sega Tourism Culture Development Group Co., Ltd. • Transportation services • New York
The Sellers and the Purchaser are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 30th, 2020 • Caissa Sega Tourism Culture Development Group Co., Ltd. • Transportation services • New York
THIS AMENDMENT TO SHARE PURCHASE AGREEMENT is made as of November 18, 2020 (this “Amendment”), by and between Hopeful Tourism Limited, a company incorporated under the laws of Hong Kong (“Purchaser”), on the one hand, and JD.com E-commerce (Investment) Hong Kong Corporation Limited, a company incorporated under the laws of Hong Kong, and JD.com Investment Limited, a company incorporated under the laws of the British Virgin Islands (together with JD.com E-commerce (Investment) Hong Kong Corporation Limited, “Sellers”), on the other hand. Sellers and Purchaser are referred to herein as the “Parties”. Capitalized terms used in this Amendment otherwise not expressly defined herein, shall have the meanings ascribed to them in the Agreement, as defined below.
