Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2015shares | |
Entity Registrant Name | Tuniu Corp |
Entity Central Index Key | 1,597,095 |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Well-known Seasoned Issuer | No |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Document Fiscal Year Focus | 2,015 |
Document Fiscal Period Focus | FY |
Class A ordinary shares [Member] | |
Entity Common Stock, Shares Outstanding | 269,597,392 |
Class B ordinary shares [Member] | |
Entity Common Stock, Shares Outstanding | 17,373,500 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) |
Current assets | |||
Cash and cash equivalents | $ 324,372 | ¥ 2,101,217 | ¥ 1,457,722 |
Restricted cash | 52,332 | 338,997 | 44,030 |
Short-term investments | 189,326 | 1,226,415 | 468,570 |
Accounts receivable, net | 17,483 | 113,252 | 8,008 |
Amounts due from related parties | 9,263 | 60,004 | 637 |
Prepayments and other current assets | 262,353 | 1,699,468 | 575,297 |
Total current assets | 855,129 | 5,539,353 | 2,554,264 |
Non-current assets | |||
Property and equipment, net | 22,414 | 145,190 | 72,310 |
Intangible assets, net | 110,462 | 715,548 | ¥ 3,075 |
Goodwill | 21,083 | 136,569 | |
Other non-current assets | 100,261 | 649,481 | ¥ 15,368 |
Total non-current assets | 254,220 | 1,646,788 | 90,753 |
Total assets | 1,109,349 | 7,186,141 | 2,645,017 |
Current liabilities (including current liabilities of the Affiliated Entities without recourse to the Company amounting to RMB1,168,078 and RMB3,325,804, as of December 31, 2014 and December 31, 2015, respectively): | |||
Accounts payable | 118,452 | 767,307 | ¥ 382,705 |
Amounts due to related parties | 4,440 | 28,762 | |
Salary and welfare payable | 22,753 | 147,389 | ¥ 78,739 |
Taxes payable | 1,301 | 8,429 | 3,884 |
Advances from customers | 188,847 | 1,223,313 | 638,828 |
Accrued expenses and other current liabilities | 249,380 | 1,615,433 | 109,860 |
Total current liabilities | 585,173 | 3,790,633 | 1,214,016 |
Non-current liabilities | 8,920 | 57,785 | 22,278 |
Total liabilities | $ 594,093 | ¥ 3,848,418 | ¥ 1,236,294 |
Commitments and contingencies (Note 17) | |||
Equity | |||
Ordinary shares | $ 28 | ¥ 181 | ¥ 121 |
Additional paid-in capital | 846,373 | 5,482,637 | 2,298,727 |
Accumulated other comprehensive income/(loss) | 25,784 | 167,025 | (21,081) |
Accumulated deficit | (359,446) | (2,328,423) | (869,044) |
Total Tuniu Corporation shareholders' equity | 512,739 | 3,321,420 | ¥ 1,408,723 |
Noncontrolling interests | 2,517 | 16,303 | |
Total equity | 515,256 | 3,337,723 | ¥ 1,408,723 |
Total liabilities and equity | $ 1,109,349 | ¥ 7,186,141 | ¥ 2,645,017 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) ¥ in Thousands, $ in Thousands | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014CNY (¥)shares |
Current liabilities (including current liabilities of the Affiliated Entities without recourse to the Company | ¥ 3,790,633 | ¥ 1,214,016 |
Ordinary shares, shares authorized | 1,000,000,000 | 1,000,000,000 |
Ordinary shares, shares issued | 286,970,892 | 188,435,922 |
Ordinary shares, shares outstanding | 286,970,892 | 188,435,922 |
Board of Directors Chairman [Member] | ||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Class A ordinary shares [Member] | ||
Ordinary shares, shares authorized | 780,000,000 | 780,000,000 |
Ordinary shares, shares issued | 269,597,392 | 82,487,876 |
Ordinary shares, shares outstanding | 269,597,392 | 82,487,876 |
Class B ordinary shares [Member] | ||
Ordinary shares, shares authorized | 120,000,000 | 120,000,000 |
Ordinary shares, shares issued | 17,373,500 | 105,948,046 |
Ordinary shares, shares outstanding | 17,373,500 | 105,948,046 |
VIE [Member] | ||
Current liabilities (including current liabilities of the Affiliated Entities without recourse to the Company | ¥ | ¥ 3,325,804 | ¥ 1,168,078 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CNY (¥)¥ / sharesshares | Dec. 31, 2014CNY (¥)¥ / sharesshares | Dec. 31, 2013CNY (¥)¥ / sharesshares | |
Revenues | ||||
Organized tours | $ 1,136,015 | ¥ 7,358,879 | ¥ 3,432,825 | ¥ 1,892,826 |
Self-guided tours | 29,973 | 194,162 | 93,126 | 48,901 |
Others | 19,720 | 127,745 | 28,756 | 20,744 |
Total revenues | 1,185,708 | 7,680,786 | 3,554,707 | 1,962,471 |
Less: Business and related taxes | (5,484) | (35,526) | (19,768) | (12,784) |
Net revenues | 1,180,224 | 7,645,260 | 3,534,939 | 1,949,687 |
Cost of revenues | (1,123,016) | (7,274,675) | (3,308,801) | (1,829,665) |
Gross profit | 57,208 | 370,585 | 226,138 | 120,022 |
Operating expenses | ||||
Research and product development | (46,034) | (298,199) | (104,881) | (38,994) |
Sales and marketing | (178,171) | (1,154,155) | (434,191) | (110,071) |
General and administrative | (59,502) | (385,442) | (166,988) | (69,679) |
Other operating income | 1,879 | 12,175 | 6,902 | 1,689 |
Total operating expenses | (281,828) | (1,825,621) | (699,158) | (217,055) |
Loss from operations | (224,620) | (1,455,036) | (473,020) | (97,033) |
Other income/(expenses) | ||||
Interest income | 11,812 | 76,516 | 31,284 | 16,163 |
Foreign exchange gains/(losses), net | (12,831) | (83,118) | (5,334) | 1,286 |
Other loss, net | (205) | (1,336) | (788) | (48) |
Loss before income tax expense | (225,844) | (1,462,974) | ¥ (447,858) | ¥ (79,632) |
Income tax benefit | 91 | 589 | ||
Net loss | (225,753) | (1,462,385) | ¥ (447,858) | ¥ (79,632) |
Net loss attributable to noncontrolling interests | (464) | (3,006) | ||
Net loss attributable to Tuniu Corporation | (225,289) | (1,459,379) | ¥ (447,858) | ¥ (79,632) |
Deemed dividends to preferred shareholders | ¥ | (15,606) | (59,428) | ||
Net loss attributable to ordinary shareholders | (225,289) | (1,459,379) | (463,464) | (139,060) |
Net loss | (225,753) | (1,462,385) | (447,858) | (79,632) |
Other comprehensive income/( loss) | ||||
Foreign currency translation adjustment, net of nil tax | 29,038 | 188,106 | (1,358) | (4,857) |
Comprehensive loss | (196,715) | (1,274,279) | ¥ (449,216) | ¥ (84,489) |
Comprehensive loss attributable to noncontrolling interests | (464) | (3,006) | ||
Comprehensive loss attributable to Tuniu Corporation | $ (196,251) | ¥ (1,271,273) | ¥ (449,216) | ¥ (84,489) |
Loss per share | ||||
Basic and diluted (in dollars per share) | (per share) | $ (0.91) | ¥ (5.88) | ¥ (4.38) | ¥ (5.35) |
Weighted average number of ordinary shares used in computing basic and diluted loss per share (in shares) | shares | 248,362,837 | 248,362,837 | 105,746,313 | 26,000,000 |
CONSOLIDATED STATEMENTS OF COM5
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract] | ||||
Foreign currency translation adjustment, tax |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY/(DEFICIT) ¥ in Thousands, $ in Thousands | USD ($) | CNY (¥) | Initial public offering [Member]CNY (¥) | Private Placement [Member]CNY (¥) | Ordinary shares [Member]CNY (¥)shares | Ordinary shares [Member]Initial public offering [Member]CNY (¥)shares | Ordinary shares [Member]Private Placement [Member]CNY (¥)shares | Additional paid-in capital [Member]CNY (¥) | Additional paid-in capital [Member]Initial public offering [Member]CNY (¥) | Additional paid-in capital [Member]Private Placement [Member]CNY (¥) | Accumulated other comprehensive loss [Member]CNY (¥) | Accumulated other comprehensive loss [Member]Initial public offering [Member]CNY (¥) | Accumulated other comprehensive loss [Member]Private Placement [Member]CNY (¥) | Accumulated Deficit [Member]CNY (¥) | Accumulated Deficit [Member]Initial public offering [Member]CNY (¥) | Accumulated Deficit [Member]Private Placement [Member]CNY (¥) | Total Tuniu Corporation Shareholders' equity (deficit) [Member]CNY (¥) | Total Tuniu Corporation Shareholders' equity (deficit) [Member]Initial public offering [Member]CNY (¥) | Total Tuniu Corporation Shareholders' equity (deficit) [Member]Private Placement [Member]CNY (¥) | Noncontrolling interests [Member]CNY (¥) | Noncontrolling interests [Member]Initial public offering [Member]CNY (¥) | Noncontrolling interests [Member]Private Placement [Member]CNY (¥) |
Balance at Dec. 31, 2012 | ¥ (281,168) | ¥ 18 | ¥ 200 | ¥ (14,866) | ¥ (266,520) | ¥ (281,168) | ||||||||||||||||
Balance (in shares) at Dec. 31, 2012 | shares | 26,000,000 | |||||||||||||||||||||
Changes Stockholders' Equity | ||||||||||||||||||||||
Foreign currency translation adjustments | (4,857) | ¥ (4,857) | (4,857) | |||||||||||||||||||
Deemed dividend from modification of Series A Convertible Preferred Shares | (59,428) | ¥ (59,428) | (59,428) | |||||||||||||||||||
Net loss attributable to Tuniu Corporation | (79,632) | (79,632) | (79,632) | |||||||||||||||||||
Balance at Dec. 31, 2013 | (425,085) | ¥ 18 | ¥ 200 | ¥ (19,723) | ¥ (405,580) | (425,085) | ||||||||||||||||
Balance (in shares) at Dec. 31, 2013 | shares | 26,000,000 | |||||||||||||||||||||
Changes Stockholders' Equity | ||||||||||||||||||||||
Capital contribution from shareholders of VIE | 70 | 70 | 70 | |||||||||||||||||||
Conversion of Series A,B,C and D Convertible Preferred Shares into ordinary shares upon the completion of initial public offering | 732,047 | ¥ 56 | 731,991 | 732,047 | ||||||||||||||||||
Conversion of Series A,B,C and D Convertible Preferred Shares into ordinary shares upon the completion of initial public offering ( in shares) | shares | 85,852,919 | |||||||||||||||||||||
Issuance of ordinary shares,net of issuance costs | ¥ 632,472 | ¥ 891,513 | ¥ 23 | ¥ 22 | ¥ 632,449 | ¥ 891,491 | ¥ 632,472 | ¥ 891,513 | ||||||||||||||
Issuance of ordinary shares,net of issuance costs (in shares) | shares | 37,406,666 | 36,812,868 | ||||||||||||||||||||
Issuance of ordinary shares pursuant to share incentive plan | 3,355 | ¥ 2 | 3,353 | 3,355 | ||||||||||||||||||
Issuance of ordinary shares pursuant to share incentive plan ( in shares) | shares | 2,363,469 | |||||||||||||||||||||
Share-based compensation expenses | 39,173 | ¥ 39,173 | 39,173 | |||||||||||||||||||
Foreign currency translation adjustments | (1,358) | ¥ (1,358) | (1,358) | |||||||||||||||||||
Deemed dividend from modification of Series A Convertible Preferred Shares | (15,606) | ¥ (15,606) | (15,606) | |||||||||||||||||||
Net loss attributable to Tuniu Corporation | (447,858) | (447,858) | (447,858) | |||||||||||||||||||
Balance at Dec. 31, 2014 | 1,408,723 | ¥ 121 | ¥ 2,298,727 | ¥ (21,081) | ¥ (869,044) | ¥ 1,408,723 | ||||||||||||||||
Balance (in shares) at Dec. 31, 2014 | shares | 188,435,922 | |||||||||||||||||||||
Changes Stockholders' Equity | ||||||||||||||||||||||
Issuance of ordinary shares,net of issuance costs | ¥ 3,104,514 | ¥ 57 | ¥ 3,104,457 | ¥ 3,104,514 | ||||||||||||||||||
Issuance of ordinary shares,net of issuance costs (in shares) | shares | 93,750,000 | |||||||||||||||||||||
Acquisition of subsidiaries | 20,122 | ¥ 20,122 | ||||||||||||||||||||
Issuance of ordinary shares pursuant to share incentive plan | 14,996 | ¥ 3 | ¥ 14,993 | ¥ 14,996 | ||||||||||||||||||
Issuance of ordinary shares pursuant to share incentive plan ( in shares) | shares | 4,784,970 | |||||||||||||||||||||
Share-based compensation expenses | 65,143 | ¥ 65,143 | 65,143 | |||||||||||||||||||
Foreign currency translation adjustments | ¥ 188,106 | ¥ 188,106 | 188,106 | |||||||||||||||||||
Deemed dividend from modification of Series A Convertible Preferred Shares | ||||||||||||||||||||||
Acquisition of noncontrolling interests | ¥ (1,496) | ¥ (683) | (683) | ¥ (813) | ||||||||||||||||||
Net loss attributable to Tuniu Corporation | $ (225,753) | (1,462,385) | ¥ (1,459,379) | (1,459,379) | (3,006) | |||||||||||||||||
Balance at Dec. 31, 2015 | $ 515,256 | ¥ 3,337,723 | ¥ 181 | ¥ 5,482,637 | ¥ 167,025 | ¥ (2,328,423) | ¥ 3,321,420 | ¥ 16,303 | ||||||||||||||
Balance (in shares) at Dec. 31, 2015 | shares | 286,970,892 |
CONSOLIDATED STATEMENTS OF CHA7
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY/(DEFICIT) (Parenthetical) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Initial public offering [Member] | ||
Issuance costs | ¥ 22,732 | |
Private Placement [Member] | ||
Issuance costs | ¥ 1,078 | ¥ 14,279 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Cash flows from operating activities: | ||||
Net loss | $ (225,753) | ¥ (1,462,385) | ¥ (447,858) | ¥ (79,632) |
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities: | ||||
Depreciation of property and equipment | 4,329 | 28,041 | 10,869 | 8,764 |
Amortization of intangible assets | 8,924 | 57,810 | 984 | 482 |
Foreign exchange (gain)/loss | 16,405 | 106,271 | 2,729 | (1,286) |
Loss from disposal of property and equipment | 32 | 210 | 62 | ¥ 114 |
Share-based compensation expenses | 10,056 | 65,143 | ¥ 39,173 | |
Change of deferred tax liabilities | (163) | (1,057) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (11,497) | (74,475) | ¥ (6,356) | ¥ 4,574 |
Amounts due from related parties | (9,165) | (59,367) | (637) | |
Prepayments and other current assets | (92,677) | (600,346) | (287,811) | ¥ (159,510) |
Other non-current assets | (49,056) | (317,775) | (13,374) | (331) |
Accounts payable | 49,477 | 320,502 | 84,394 | ¥ 161,608 |
Amounts due to related parties | 4,440 | 28,762 | ||
Taxes payable | 631 | 4,089 | 2,560 | ¥ 725 |
Advances from customers | 82,178 | 532,335 | 242,090 | 152,524 |
Accrued expenses and other liabilities | 132,377 | 857,507 | 102,073 | 28,704 |
Net cash provided by /(used in) operating activities | (79,462) | (514,735) | (271,102) | 116,736 |
Cash flows from investing activities: | ||||
Purchase of short-term investments | (175,938) | (1,139,691) | (547,575) | (451,800) |
Proceeds from maturity of short-term investments | 68,254 | 442,136 | 405,000 | 154,800 |
Changes in restricted cash | (45,446) | (294,387) | (34,780) | (2,375) |
Purchase of property and equipment and intangible assets | (24,002) | (155,478) | (50,622) | ¥ (4,843) |
Proceeds from disposal of property and equipment | 24 | 155 | ¥ 54 | |
Acquisition, net of cash received | (9,285) | (60,149) | ||
Purchase of yield enhancement products | (110,935) | (718,619) | ||
Proceeds from maturity of yield enhancement products | 1,677 | 10,865 | ||
Net cash used in investing activities | $ (295,651) | ¥ (1,915,168) | ¥ (227,923) | ¥ (304,218) |
Cash flows from financing activities: | ||||
Proceeds from issuance of Series D Convertible Preferred Shares, net of issuance cost | ¥ 306,360 | |||
Proceeds from the initial public offering, net of issuance cost | ¥ 632,472 | |||
Proceeds from the private placement, net of issuance cost | $ 375,162 | ¥ 2,430,223 | 905,590 | |
Proceeds from issuance of ordinary shares upon exercise of options | 1,951 | 12,637 | ¥ 2,335 | |
Proceeds from sales of yield enhancement products | 89,456 | 579,474 | ||
Repayment of short-term debt | (2,316) | (15,000) | ||
Acquisition of noncontrolling interests | (231) | (1,496) | ||
Net cash provided by financing activities | 464,022 | 3,005,838 | ¥ 1,540,397 | ¥ 306,360 |
Effect of exchange rate changes on cash and cash equivalents | 10,429 | 67,560 | (3,053) | 1,287 |
Net increase in cash and cash equivalents | 99,338 | 643,495 | 1,038,319 | 120,165 |
Cash and cash equivalents at the beginning of year | 25,034 | 1,457,722 | 419,403 | 299,238 |
Cash and cash equivalents at the end of year | 324,372 | 2,101,217 | 1,457,722 | 419,403 |
Supplemental disclosure of non-cash investing and financing activities | ||||
Accrual related to purchase of property and equipment | $ 2,926 | ¥ 18,953 | 9,345 | 117 |
Deemed dividends to preferred shareholders | 15,606 | ¥ 59,428 | ||
Accrued issuance cost related to private placement | ¥ 14,076 | |||
Accrual related to deferred initial public offering costs | ¥ 2,127 | |||
Receivables related to exercise of stock options | $ (522) | ¥ (3,379) | ¥ (1,020) | |
Accrual related to business acquisition | $ 6,502 | ¥ 42,116 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2015 | |
Organization and Principal Activities [Abstract] | |
Organization and Principal Activities | 1. Organization and Principal Activities Tuniu Corporation (the Company) is an exempted company with limited liability incorporated in the Cayman Islands. The Company, its subsidiaries, including the consolidated variable interest entity (VIE) and its subsidiaries (collectively referred to as the Affiliated Entities) are collectively referred to as the Group. The Group's principal activity is the provision of travel-related services in the People's Republic of China (PRC) As of December 31, 2015, the Company's significant consolidated subsidiaries and the consolidated Affiliated Entities are as follows Name of subsidiaries and VIE Date of establishment/acquisition Place of Percentage of Subsidiaries of the Company: Tuniu (HK) Limited Established on May 20, 2011 Hong Kong 100 % Tuniu (Nanjing) Information Technology Co., Ltd. Established on August 24, 2011 PRC 100 % Beijing Tuniu Technology Co., Ltd. (Beijing Tuniu) Established on September 8, 2008 PRC 100 % Variable Interest Entity (VIE) Nanjing Tuniu Technology Co., Ltd. (Nanjing Tuniu) Established on December 18, 2006 PRC 100 % Subsidiaries of VIE Shanghai Tuniu International Travel Service Co., Ltd. Acquired on August 22, 2008 PRC 100 % Nanjing Tuniu International Travel Service Co., Ltd. Acquired on December 22, 2008 PRC 100 % Beijing Tuniu International Travel Service Co., Ltd. Acquired on November 18, 2009 PRC 100 % Nanjing Tuzhilv Tickets Sales Co., Ltd. Established on April 19, 2011 PRC 100 % Tianjin Classic Holiday International Travel Agency Co., Ltd. Acquired on April 1, 2015 PRC 100 % Zhejiang Zhongshan International Agency Co., Ltd. Acquired on April 1, 2015 PRC 100 % Beijing Global Tour International Travel Service Co., Ltd. Acquired on July 1, 2015 PRC 75.02 % Tuniu Insurance Brokers Co., Ltd. Acquired on August 11, 2015 PRC 100 % Beijing Hengxin International Travel Agency Co., Ltd. Acquired on October 1, 2015 PRC 80 % |
Principal Accounting Policies
Principal Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Principal Accounting Policies [Abstract] | |
Principal Accounting Policies | 2. Principal Accounting Policies (a) Basis of Presentation The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (U.S. GAAP). (b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the Affiliated Entities for which the Company is the primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of board of directors, or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. All significant transactions and balances among the Company, its subsidiaries and the Affiliated Entities have been eliminated upon consolidation. To comply with PRC laws and regulations that restrict foreign equity ownership of companies that operate internet content, travel agency and air-ticketing services, the Company operates its website and engaged in such restricted services through Nanjing Tuniu and its subsidiaries. Nanjing Tuniu's equity interests are held by Dunde Yu, the Company's Chief Executive Officer, Haifeng Yan, the Company's Chief Operating Officer, and several other PRC citizens. On September 17, 2008, Beijing Tuniu, one of the Company's wholly foreign owned subsidiaries, entered into a series of agreements with Nanjing Tuniu and its shareholders. Pursuant to these agreements, Beijing Tuniu has the ability to direct substantially all the activities of Nanjing Tuniu, and absorb substantially all of the risks and rewards of the Affiliated Entities. As a result, the Company is the primary beneficiary of Nanjing Tuniu, and has consolidated the Affiliated Entities. Contractual arrangements On September 17, 2008, Beijing Tuniu entered into a series of contractual agreements with Nanjing Tuniu and its shareholders. The following is a summary of the agreements which allow the Company to exercise effective control over Nanjing Tuniu (1) Purchase Option Agreement. Under the purchase option agreement entered between Beijing Tuniu and the shareholders of Nanjing Tuniu on September 17, 2008, Beijing Tuniu has the irrevocable exclusive right to purchase, or have its designated person or persons to purchase all or part of the shareholders' equity interests in Nanjing Tuniu at RMB 1,800 2,430 10 years and can be extended indefinitely at Beijing Tuniu's discretion. The purchase consideration was paid by Beijing Tuniu to the shareholders of Nanjing Tuniu shortly after the purchase option agreement was entered. On January 24, 2014, the Company amended and restated the purchase option agreement, and the effective term of the purchase option agreement has been changed to until all equity interests held in Nanjing Tuniu are transferred or assigned to Beijing Tuniu or its designated person or persons (2) Equity Interest Pledge Agreement. Under the equity interest pledge agreement entered between Beijing Tuniu and the shareholders of Nanjing Tuniu on September 17, 2008, the shareholders pledged all of their equity interests in Nanjing Tuniu to guarantee their performance of their obligations under the purchase option agreement. If the shareholders of Nanjing Tuniu breach their contractual obligations under the purchase option agreement, Beijing Tuniu, as the pledgee, will have the right to either conclude an agreement with the pledgor to obtain the pledged equity or seek payments from the proceeds of the auction or sell-off of the pledged equity to any person pursuant to the PRC law. The shareholders of Nanjing Tuniu agreed that they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests. During the equity pledge period, Beijing Tuniu is entitled to all dividends and other distributions made by Nanjing Tuniu. The equity interest pledge agreement remains effective until the shareholders of Nanjing Tuniu discharge all their obligations under the purchase option agreement, or Beijing Tuniu enforces the equity interest pledge, whichever is earlier (3) Shareholders' Voting Rights Agreement. Under the shareholders' voting rights agreement entered between Beijing Tuniu and the shareholders of Nanjing Tuniu on September 17, 2008, each of the shareholders of Nanjing Tuniu appointed Beijing Tuniu's designated person as their attorney-in-fact to exercise all of their voting and related rights with respect to their equity interests in Nanjing Tuniu, including attending shareholders' meetings, voting on all matters of Nanjing Tuniu, nominating and appointing directors, convene extraordinary shareholders' meetings, and other voting rights pursuant to the then effective articles of association. The shareholders' voting rights agreement will remain in force for an unlimited term, unless all the parties to the agreement mutually agree to terminate the agreement in writing or cease to be shareholders of Nanjing Tuniu (4) Irrevocable Powers of Attorney. Under the powers of attorney issued by the shareholders of Nanjing Tuniu on September 17, 2008, the shareholders of Nanjing Tuniu each irrevocably appointed Mr. Tao Jiang, a person designated by Beijing Tuniu, as the attorney-in-fact to exercise all of their voting and related rights with respect to their equity interests in Nanjing Tuniu. Each power of attorney will remain in force until the shareholders' voting rights agreement expires or is terminated. On January 24, 2014, the shareholders of Nanjing Tuniu issued powers of attorney to irrevocably appoint Beijing Tuniu as the attorney-in-fact to exercise all of their voting and related rights with respect to their equity interests in Nanjing Tuniu. These powers of attorney replaced the powers of attorney previously granted to Mr. Tao Jiang on September 17, 2008 (5) Cooperation Agreement. Under the cooperation agreement entered between Beijing Tuniu and Nanjing Tuniu, Beijing Tuniu has the exclusive right to provide Nanjing Tuniu technology consulting and services related to Nanjing Tuniu's operations, which require certain licenses. Beijing Tuniu owns the exclusive intellectual property rights created as a result of the performance of this agreement. Nanjing Tuniu agrees to pay Beijing Tuniu a monthly service fee for services performed, and the monthly service fee shall not be lower tha 100 of Nanjing Tuniu's profits generated from such cooperation, which equal revenues generated from such cooperation, after deducting the expenses it incurred. This agreement remains effective for an unlimited term, unless the parties mutually agree to terminate the agreement, one of the parties is declared bankrupt or Beijing Tuniu is not able to provide consulting and services as agreed for more than three consecutive years because of force majeure. On January 24, 2014, the Company amended and restated the Cooperation Agreement. In the amended and restated agreement, the service fee has been changed to a quarterly payment which equals the profits of each of Nanjing Tuniu and its subsidiaries, and that Beijing Tuniu can adjust the service fee at its own discretion. Also in the amended and restated Cooperation Agreement, Beijing Tuniu has the unilateral right to terminate the agreement In the years ended December 31, 2013, 2014 and 2015, the Company received service fees of RMB 22,587 20,535 42,367 Affiliated Entities, which were eliminated on the consolidated financial statement. Risks in relation to the VIE structure The Group believes that each of the agreements and the powers of attorney under the contractual arrangements among Beijing Tuniu, Nanjing Tuniu and its shareholders is valid, binding and enforceable, and does not and will not result in any violation of PRC laws or regulations currently in effect. The legal opinion of Fangda Partners, which was the Company's PRC legal counsel, also supports this conclusion. The shareholders of Nanjing Tuniu are also shareholders, nominees of shareholders, or designated representatives of shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements and if the shareholders of Nanjing Tuniu were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms. The Company's ability to control Nanjing Tuniu also depends on the power of attorney Beijing Tuniu has to vote on all matters requiring shareholder approval in Nanjing Tuniu. As noted above, the Company believes this power of attorney is legally enforceable but it may not be as effective as direct equity ownership. In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC government could: l levying fines or confiscate the Group's income; l revoke the Group's business or operating licenses; l require the Group to discontinue, restrict or restructure its operations; l shut down the Group's servers or block the Group's websites and mobile platform; l restrict or prohibit the use of the Group's financing proceeds to finance its business and operations in China; or l take other regulatory or enforcement actions against the Group that could be harmful to the Group's business The imposition of any of these penalties may result in a material and adverse effect on the Group's ability to conduct the Group's business. In addition, the imposition of any of these penalties may cause the Group to lose the right to direct the activities of Nanjing Tuniu (through its equity interest in its subsidiaries) or the right to receive economic benefits from the Affiliated Entities. Therefore, a risk exists in that the Group would no longer be able to consolidate Nanjing Tuniu and its subsidiaries. On February 19, 2015, the PRC Ministry of Commerce (MOFCOM) published the draft Foreign Investment Law. If enacted as proposed, the Foreign Investment Law may cause the Group's VIE to be deemed as entities with foreign investment and as a result the Group's VIE and subsidiaries in which the VIE has direct or indirect equity ownership could become explicitly subject to the current restrictions on foreign investment that engaged in an industry on the negative list. If the enacted version of the foreign investment Law and the final negative list mandate further actions, such as MOFCOM market entry clearance or certain restructuring of corporate structure and operations to be completed by companies with existing VIE structure similar to the one described above, the Group will face substantial uncertainties as to whether these actions can be timely completed, or at all. As a result, the Group's operating result and financial condition may be adversely affected. Summary financial information of the Affiliated Entities in the consolidated financial statements As of December 31, 2015, the aggregate accumulated deficit of the Affiliated Entities was RMB 1,348 The following financial statement amounts and balances of the Affiliated Entities were included in the consolidated financial statements as of December 31, 2014 and 2015 and for the years ended December 31, 2013, 2014 and 2015: As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) ASSETS Current assets Cash and cash equivalents 102,356 376,883 58,181 Restricted cash 44,030 138,997 21,457 Short-term investments 100,000 499,402 77,094 Accounts receivable, net 8,645 116,669 18,011 Intercompany receivables 65,474 130,945 20,214 Prepayments and other current assets 566,731 1,402,919 216,573 Total current assets 887,236 2,665,815 411,530 Non-current assets Property and equipment, net 22,600 72,582 11,205 Intangible assets, net 1,975 100,125 15,457 Goodwill 136,569 21,083 Other non-current assets 14,290 323,403 49,925 Total non-current assets 38,865 632,679 97,670 Total assets 926,101 3,298,494 509,200 LIABILITIES Current liabilities Accounts payable 373,464 1,036,226 159,966 Salary and welfare payable 66,075 123,071 18,999 Taxes payable 2,079 6,668 1,029 Advances from customers 638,803 1,223,313 188,847 Intercompany payable 52,114 1,263,100 194,989 Accrued expenses and other current liabilities 87,657 936,526 144,575 Total current liabilities 1,220,192 4,588,904 708,405 Non-current liabilities 39,750 6,136 Total liabilities 1,220,192 4,628,654 714,541 For the Years Ended December 31, 2013 2014 2015 RMB RMB RMB US$ (Note 2 Net revenues 1,937,485 3,736,473 7,755,914 1,197,307 Net loss (39,597 ) (128,299 ) (1,051,691 ) (162,353 ) Net cash provided by/(used in) operating activities 161,148 (51,446 ) (87,299 ) (13,477 ) Net cash provided by/(used in) investing activities (201,058 ) 72,161 (1,374,894 ) (212,247 ) Net cash provided by financing activities - 700 1,736,720 268,103 There were no pledges or collateralization of the Affiliated Entities' assets. Currently there is no contractual arrangement that could require the Company to provide additional financial support to the Affiliated Entities. As the Company is conducting its business mainly through the Affiliated Entities, the Company may provide such support on a discretionary basis in the future, which could expose the Company to a loss. Under the contractual arrangements with Nanjing Tuniu and through its equity interest in its subsidiaries, the Group has the power to direct the activities of the Affiliated Entities and direct the transfer of assets out of the Affiliated Entities. Therefore, the Group considers that there are no assets of the Affiliated Entities that can be used only to settle their obligations. As the consolidated Affiliated Entities are each incorporated as a limited liability company under the PRC Company Law, the creditors do not have recourse to the general credit of the Company for all of the liabilities of the consolidated Affiliated Entities. Liquidity The Group's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Group incurred net losses of approximately RMB 79,632 447,858 1,459,379 116,736 (271,102) (514,735) 405,580 869,044 2,328,423 twelve (c) Use of Estimates The preparation of the Group's consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates. Significant accounting estimates reflected in the Group's consolidated financial statements mainly include revenue recognition, estimating useful lives and impairment for property and equipment, impairment for goodwill and other acquired intangible assets, (d) Functional Currency and Foreign Currency Translation The Group uses Renminbi (RMB) as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of PRC is the United States dollar (US$), while the functional currency of the PRC entities in the Group is RMB as determined based on ASC 830, Foreign Currency Matters. Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are re-measured at the balance sheet date exchange rate. The resulting exchange differences are included in the consolidated statements of comprehensive loss as foreign exchange gains / losses. Assets and liabilities of the Company and its subsidiaries incorporated outside of PRC are translated into RMB at fiscal year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the respective fiscal years. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of accumulated other comprehensive income or loss in the consolidated statement of changes in shareholders' equity/(deficit). The unaudited United States dollar amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers. Translations of amounts from RMB into US$ for the convenience of the reader were calculated at the rate of US$1.00 = RMB 6.4778 (e) Fair Value Measurement The Group defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Group's financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, advances from customers, and certain accrued liabilities and other current liabilities. The carrying values of these financial instruments approximated their fair values due to the short-term maturity of these instruments. (f) Cash and Cash Equivalents Cash and cash equivalents represent cash on hand and demand deposits placed with banks, other financial institutions and Alipay, a third party payment processor, which are unrestricted as to withdrawal or use. (g) Restricted Cash Restricted cash represents cash that cannot be withdrawn without the permission of third parties. The Group's restricted cash mainly represents (i) cash deposits required by tourism administration departments as a pledge to secure travelers' rights and interests, (ii) cash deposits required by China Insurance Regulatory Commission for engaging in insurance agency or brokering activities, (iii) the secured deposits held in designated bank accounts for issuance of bank acceptance and letter of guarantee, and required by the Group's business partners (h) Short-term Investments Short-term investments are comprised of investments in financial products issued by banks or other financial institutions, which contain a fixed or variable interest rate and with original maturities between three months and one year. Such investments are generally not permitted to be redeemed early or are subject to penalties for redemption prior to maturity. Given the short-term nature, the carrying value of short-term investments approximates their fair value. There was no other-than-temporary impairment of short-term investments for the years ended December 31, 2013, 2014 and 2015 (i) Accounts Receivable, net The Group's accounts receivable mainly consist of amounts due from the corporate customers,travel agents, insurance companies and travel boards or bureaus, which are carried at the original invoice amount less an allowance for doubtful accounts. The Group reviews the accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. The Group evaluates the collectability of accounts receivable considering many factors including reviewing accounts receivable balances, historical bad debt rates, payment patterns, counterparties' credit worthiness and financial conditions, and industry trend analysis. No allowance for doubtful accounts was provided as of December 31, 2014 and 2015 as the Group believes that it is probable the accounts receivable will be fully collected. ( j ) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. Property and equipment are depreciated over the estimated useful lives on a straight-line basis. The estimated useful lives are as follows: Category Estimated useful life Computers and equipment 3 Buildings 16 17 Furniture and fixtures 3 5 Vehicles 3 5 Software 5 Leasehold improvements Over the shorter of the lease term or the estimated useful life of the asset 1 9 Construction in progress represents leasehold improvements under construction or being installed and is stated at cost. Cost comprises original cost of property and equipment, installation, construction and other direct costs. Construction in progress is transferred to leasehold improvements and depreciation commences when the asset is ready for its intended use. Gain or loss on the disposal of property and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of comprehensive loss. ( k ) Capitalized Software Development Cost The Group has capitalized certain direct development costs associated with internal-used software in accordance with ASC 350-40, Internal-use software, which requires the capitalization of costs relating to certain activities of developing internal-use software that occur during the application development stage. Costs capitalized mainly include payroll and payroll-related costs for employees who devoted time to the internal-use software projects during the application development stage. Capitalized internal-use software costs are stated at cost less accumulated amortization and the amount is included in property and equipment, net on the consolidated balance sheets, with an estimated useful life of five years. Software development cost capitalized 980 6,837 7,572 74 727 2,212 12,376 (l) Business combination U.S. GAAP requires that all business combinations not involving entities or businesses under common control be accounted for under the purchase method. The Group has adopted ASC 805 Business Combinations, and the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred and equity instruments issued. The transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of the (i) the total of cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of operations and comprehensive income. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to forecast the future cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity's current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. Although management believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from the forecasted amounts and the difference could be material. A noncontrolling interest is recognized to reflect the portion of a subsidiary's equity which is not attributable, directly or indirectly, to the Company. Consolidated net income on the consolidated statements of operations and comprehensive income includes the net income (loss) attributable to noncontrolling interests when applicable. The cumulative results of operations attributable to noncontrolling interests are also recorded as noncontrolling interests in the Company's consolidated balance sheets. Cash flows related to transactions with noncontrolling interests are presented under financing activities in the consolidated statements of cash flows when applicable. (m ) Intangible Assets Intangible assets purchased are recognized and measured at cost upon acquisition and intangible assets arising from acquisitions of subsidiaries are recognized and measured at fair value upon acquisition. The Company's purchased intangible assets include computer software, which are amortized on a straight-line basis over their estimated useful lives 3 3.5 20 (n) Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired in business combinations. Goodwill is not amortized, but tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. The Group adopted Accounting Standards Update (ASU) 2011-08, IntangiblesGoodwill and Other (Topic 350). This accounting standard gives the Group an option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, goodwill is then tested following a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying amount of a reporting unit's goodwill. The fair value of each reporting unit is determined by the Group using the expected present value of future cash flows. The key assumptions used in the calculation include the long-term growth rates of revenue and gross margin, working-capital requirements and discount rates. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination, with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Management performs its annual goodwill impairment test on October 1. No impairment loss was recognized for the year ended December 31, 2015. (o) Impairment of long-lived assets The Group evaluates its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Group measures impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group recognizes an impairment loss equal to the difference between the carrying amount and fair value of these assets. No impairment of long-lived assets was recognized during the years ended December 31, 2013, 2014 and 2015. (p) Advances from Customers Customers pay in advance to purchase travel services. Cash proceeds received from customers are initially recorded as advances from customers and are recognized as revenues when revenue recognition criteria are met. (q) Revenue Recognition The Group's revenue is primarily derived from sales of organized tours and self-guided tours, and other service fees. Revenue is recognized when the following criteria are met: persuasive evidence of an arrangement exists, the sales price is fixed or determinable, service has been provided, and collectability is reasonably assured in accordance with ASC 605, Revenue Recognition Organized tours: Substantially all of revenue from organized tours is recognized on a gross basis, as the Group is the primary obligor in the arrangement and bears the risks and rewards, including the customer's acceptance of services delivered. Such commitments are made in the contract the Group enters with its customers. Even though the Group does not generally assume the substantive inventory risk before customers place an order, the Group is the party retained by and paid by its customers, and the Group is responsible for (and solely authorized to) refunding customers their payments in situations of customer disputes. Further, the Group independently selects travel service suppliers, and determines the prices charged to customers and paid to its travel suppliers. Revenue from organized tours is recognized when the tours end as service rendering is only considered completed upon conclusion of the entire organized tour Self-guided tours: Revenue from self-guided tours is recognized on a net basis, representing the difference between what the Group receives from its customers and the amounts due to its travel suppliers. In the self-guided tour arrangements, the Group generally does not assume substantive inventory risk, has limited involvement in determining the service, and provides limited additional services to customers. Suppliers are responsible for all aspects of providing the air transportation and hotel accommodation, and other travel-related services. As such, the Group concludes that it is an agent for the travel service providers in these transactions and revenues are reported on a net basis. Revenue from self-guided tours is recognized when the tours end as commissions are not earned until this time according to the contractual arrangements the Group entered into with its travel suppliers Other revenues Other revenues primarily comprise revenues generated from service fees received from insurance companies, other travel-related services, such as sales of tourist attraction tickets and visa processing services, fees for advertising services that the Group provide primarily to domestic and foreign tourism boar |
Risks and Concentration
Risks and Concentration | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Concentration [Abstract] | |
Risks and Concentration | 3. Risks and Concentration (a) Credit and Concentration Risks The Group's credit risk arises from cash and cash equivalents, restricted cash, short-term investments, prepayments and other current assets, and accounts receivables. The maximum exposure of such assets to credit risk is their carrying amounts as of the balance sheet dates. The Group expects that there is no significant credit risk associated with the cash and cash equivalents and short-term investments which are held by reputable financial institutions in the jurisdictions where the Company, its subsidiaries and the Affiliated Entities are located. The Group believes that it is not exposed to unusual risks as these financial institutions have high credit quality. The Group has no significant concentrations of credit risk with respect to its customers, as customers usually prepay for travel services. Accounts receivable are typically unsecured and are primarily derived from revenue earned from corporate customers, travel agents, insurance companies and travel boards or bureaus. The risk with respect to accounts receivable is mitigated by credit evaluations performed on the corporate customers, travel agents and insurance companies and ongoing monitoring processes on outstanding balances. No individual customer accounted for more than 10% of net revenues in the years ended December 31, 2013, 2014 and 2015. The following table summarized customers with greater than 10% of the accounts receivables: As of December 31, 2014 2015 Customer A 26.0 % 13.3 % During the year ended December 31, 2015, the Group has purchased financial products which include yield enhancement products issued by domestic Financial Assets Exchanges and Trust companies. The Group has set up a risk evaluation system on the issuers of credit quality, ultimate borrowers of asset management schemes, and conducts collect ability assessment of the financial assets on timely basis. As of December 31, 2015, the Group believes the financial assets are financially sound based on public available information and the assessment and does not foresee substantial credit risk with respect to these financial products. (b) Foreign Currency Risk The Group's operating transactions and its assets and liabilities are mainly denominated in RMB. RMB is not freely convertible into foreign currencies. The value of RMB is subject to changes influenced by central government policies, and international economic and political developments. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People's Bank of China (the PBOC). Remittances in currencies other than RMB by the Group in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to effect the remittance. |
Business acquisition
Business acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business acquisition [Abstract] | |
Business acquisition | 4. Business acquisition Travel agencies During the year ended December 31, 2015, the Group acquired the 90 100 75.02 80 four 117,997 102,662 15,335 three four 39,471 Amount Estimated useful lives Net liabilities (including the cash acquired of RMB 24 (57,032 ) Travel licenses 25,100 20 Customer relationship 13,596 14.25 14.5 Trade names 39,619 7 14 Software 3,013 5 Non-compete agreement 1,782 3.5 5.25 Goodwill 132,819 Deferred tax liability (20,778 ) Noncontrolling interest (20,122 ) Total considerations 117,997 The Group measured the fair value of the trade names and travel licenses under the relief-from-royalty method. Under the methodology, fair value is calculated as the discounted cash flow savings accruing to the owner for not having to pay the royalty. Key assumptions included expected revenue attributable to the assets, royalty rates, discount rate and estimated asset lives. Customer relationships were valued using the excess-earnings method, which measures the present value of the projected cash flows that are expected to be generated by the existing intangible asset after deduction of cash flows attributable to other contributory assets to realize the projected earnings attributable to the intangible asset. Key assumptions included discounted cash flow analyses, for other contributory assets, discount rate, remaining useful life, tax amortization benefit and customer attrition rates. The Group measured the fair value of non-compete agreements based on incremental discounted cash flow analyses computed with and without the non-compete terms as described in share purchase agreement and the probability that such competition exists. The Group measured the fair value of the software under the replacement cost method. A preliminary allocation of the purchase price of two which were acquired on July 1, 2015 and October 1, 2015, respectively, to the assets acquired and liabilities assumed was made based on available information and incorporated with management's current estimates, and is subject to revision as additional information about the fair value of individual assets and liabilities becomes available. The Group is in the process of finalizing the fair value of the current assets and current liabilities, and the amount of purchase price allocable to goodwill be updated accordingly. During the year ended December 31, 2015, the Group acquired the remaining 10 1,496 683 Other acquisition In July 2015, the Group acquired 100 8,645 2,645 Amount Estimated useful lives Net liabilities (355 ) Software 5,960 6 Non-compete agreement 1,040 6 Goodwill 3,750 Deferred tax liability (1,750 ) Total considerations 8,645 Pro forma results of operations for the acquisitions described above have not been presented because they are not material to the consolidated income statements, either individually or in aggregate. |
Transaction with JD.com, Inc.
Transaction with JD.com, Inc. | 12 Months Ended |
Dec. 31, 2015 | |
Transaction with JD.com, Inc. [Abstract] | |
Transaction with JD.com, Inc. | 5. Transaction with JD.com, Inc. On May 8, 2015, the Company entered into a share subscription agreement with Fabulous Jade Global Limited, an affiliate of JD.com, Inc., and a Business Cooperation Agreement (BCA) with JD. Com, Inc. (JD) for a period of five 65,625,000 1,528.2 250 five The acquisition of BCA is considered as assets acquisition and the intangible assets acquired include the exclusive operation right of leisure travel channel, preferred partnership of hotel and air tickets reservation service, traffic and marketing supports. The Group estimated the fair value of exclusive operation right and preferred partnership using a form of the income approach known as excess earning method. The key assumption includes expected revenue attributable to assets, margin discount rate and the remaining useful life. The Group estimated the fair value of internet traffic support and marketing support using a form of income approach known as operating cost saving method. Key assumption includes the market price of the services to be provided, the volume of the services to be provided, discount rate and the remaining useful life. The Group made estimates and judgments in determining the fair value of the assets with assistance from an independent valuation firm. The summary of the fair value about acquired intangible assets is as follows: Amount Estimated useful lives Exclusive operation right of leisure travel channel 405,406 5 Preferred partnership of hotel and air ticket reservation service 1,431 5 Internet traffic support 139,358 5 Marketing support 114,020 5 Total consideration 660,215 |
Prepayments and other current a
Prepayments and other current assets | 12 Months Ended |
Dec. 31, 2015 | |
Prepayments and other current assets [Abstract] | |
Prepayments and other current assets | 6 . Prepayments and other current assets The following is a summary of prepayments and other current assets: As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Prepayments to suppliers 498,298 1,095,918 169,181 Interest income receivable 6,510 26,376 4,072 Prepayment for advertising expenses 53,664 92,339 14,255 Yield enhancement products from Exchange and trust companies 407,487 62,905 Others 16,825 77,348 11,940 Total 575,297 1,699,468 262,353 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2015 | |
Property and equipment, net [Abstract] | |
Property and equipment, net | 7 . Property and equipment, net The following is a summary of property and equipment, net: As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Computers and equipment 43,961 89,127 13,758 Leasehold improvements 43,684 71,800 11,084 Buildings 2,578 398 Furniture and fixtures 6,343 15,479 2,390 Vehicles 156 24 Software 11,920 23,850 3,682 Subtotal 105,908 202,990 31,336 Less: Accumulated depreciation (36,542 ) (63,287 ) (9,770 ) Property and equipment subject to depreciation 69,366 139,703 21,566 Construction in progress 2,944 5,487 848 Total 72,310 145,190 22,414 Depreciation expenses for the years ended December 31, 2013, 2014 and 2015 were RMB 8,764 10,869 28,041 |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2015 | |
Intangible assets, net [Abstract] | |
Intangible assets, net | 8. Intangible assets, net Intangible assets, net, consist of the following: As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Travel license 4,313 29,206 4,509 Insurance agency license 11,711 1,807 Software 1,945 19,164 2,959 Trade names 39,619 6,116 Business Cooperation Agreements 660,215 101,920 Customer relationship 13,596 2,099 Non-compete agreements 2,822 436 Subtotal 6,258 776,333 119,846 Less: Accumulated amortization (3,183 ) (60,785 ) (9,384 ) Total 3,075 715,548 110,462 During the year 2015, the Group acquired an insurance agency for the total consideration of RMB 58,720 20 Amortization expenses for intangible assets were RMB 482 984 57,810 The annual estimated amortization expense for the above intangible assets for the following years is as follows: Amortization for Intangible Assets Years Ending December 31, RMB US$ (Note 2(d)) 2016 142,280 21,964 2017 141,355 21,821 2018 141,259 21,807 2019 140,851 21,744 2020 87,336 13,482 Thereafter 62,467 9,644 Total 715,548 110,462 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Abstract] | |
Goodwill | 9. Goodwill The changes in the carrying amount of goodwill for the years ended December 2014 and 2015 were as follows: As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Balance at the beginning of year Increase in goodwill related to acquisitions 136,569 21,083 Accumulated impairment loss Balance at the end of year 136,569 21,083 |
Other non-current assets
Other non-current assets | 12 Months Ended |
Dec. 31, 2015 | |
Other non-current assets [Abstract] | |
Other non-current assets | 10. Other non-current assets Other non-current assets consist of the following: As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Prepayment to suppliers - HNA 324,680 50,123 Yield enhancement products from Exchange and trust companies 300,267 46,353 Other long term assets 15,368 24,534 3,785 Balance at the end of year 15,368 649,481 100,261 HNA Tourism Holdings Group Co., Ltd. (HNA) agreed to provide the Group with access to its premium airlines and hotels resources at a preferential rate, under fair competition market rules, and the Group undertook to acquire no less than US$ 100 649.4 two 50 324.7 50 |
Accrued expenses and other curr
Accrued expenses and other current liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Accrued expenses and other current liabilities [Abstract] | |
Accrued expenses and other current liabilities | 11. Accrued expenses and other current liabilities The following is a summary of accrued expenses and other current liabilities: As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Deposits from customers 27,807 31,269 4,827 Deposit from HNA 649,360 100,244 Payable for business acquisition 26,781 4,134 Accrued liabilities related to customers incentive program 14,764 34,633 5,346 Accrued professional service fees 18,361 12,373 1,910 Accrued advertising expenses 12,455 56,293 8,690 Amount due to the individual investors of yield enhancement products 589,151 90,949 Notes payable 70,000 10,806 Advanced payment from banks 11,036 21,575 3,331 Others 25,437 123,998 19,143 Total 109,860 1,615,433 249,380 Deposits from customers represent cash paid to the Group as a deposit for overseas tours, and such amount is refundable upon completion of the tours. HNA Tourism Holdings Group Co., Ltd. (HNA) provided RMB 649 100 Advanced payment from banks represent cash received by the Group for promotional and marking campaigns. Banks participating in these campaigns would reimburse the Group for tours sold to their credit card holders at a specified discount. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes The Company is registered in the Cayman Islands. The Company generated substantially all of its income (loss) from its PRC operations for the years ended December 31, 2013, 2014 and 2015. Cayman Islands (Cayman) Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to shareholders, no Cayman Islands withholding tax will be imposed. Hong Kong Entities incorporated in Hong Kong are subject to Hong Kong profits tax at a rate of 16.5 PRC On March 16, 2007, the National People's Congress of the PRC enacted an Enterprise Income Tax Law (EIT Law), under which Foreign Investment Enterprises (FIEs) and domestic companies would be subject to EIT at a uniform rate of 25 The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose de facto management body is located in the PRC be treated as a resident Enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The implementing Rules of the EIT Law merely define the location of the de facto management body as the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located. The EIT Law also imposes a withholding income tax of 10 Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by a FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5 25 Nanjing Tuniu obtained in 2010 its HNTE certificate with a valid period of three 15 two 50 three A reconciliation between the effective income tax rate and the PRC statutory income tax rate is as follows: For Years Ended December 31, 2013 2014 2015 % % % PRC Statutory income tax rates 25.0 25.0 25.0 Change in valuation allowance (20.1 ) (22.4 ) (22.5 ) Permanent book tax difference (4.9 ) (12.1 ) (0.1 ) Difference in EIT rates of certain subsidiaries 0.0 0.0 (3.1 ) Effect of tax holiday 9.5 0.7 Total 0.0 0.0 0.0 The aggregate amount and per share effect of the tax holidays are as follows: For the Years Ended December 31, 2013 2014 2015 US$ (Note 2 (d)) Aggregate amount (42,567 ) (9,974 ) (1,540 ) Basic net loss per share effect (0.40 ) (0.04 ) (0.01 ) Diluted net loss per share effect (0.40 ) (0.04 ) (0.01 ) The following table sets forth the significant components of deferred tax assets and liabilities: As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Non-current deferred tax assets: Accruals and others 16,298 21,765 3,360 Net operating loss carry forwards 133,593 459,109 70,874 Carryforwards of un-deducted advertising expenses 926 31 5 Subtotal 150,817 480,905 74,239 Less: valuation allowance (150,817 ) (480,905 ) (74,239 ) Total non-current deferred tax assets, net Non-current deferred tax liabilities: Recognition of intangible assets arisen from business combination (24,415 ) (3,769 ) Total non-current deferred tax assets, net (24,415 ) (3,769 ) As of December 31, 2015, the Group had net operating loss carryforwards of RMB 1,836,436 five 39,069 A valuation allowance is provided against deferred tax assets when the Group determines that it is more likely than not that the deferred tax assets will not be utilized in the future. In making such determination, the Group evaluates a variety of factors including the Group's operating history, accumulated deficit, existence of taxable temporary differences and reversal periods. As of December 31, 2014 and 2015, valuation allowances of RMB 150,817 Movement of valuation allowance For the Years Ended December 31, 2013 2014 2015 RMB RMB RMB US$ (Note 2(d)) Balance as the beginning of the year 34,315 46,121 150,817 23,282 Additions 11,806 112,421 332,086 51,265 Written off for expiration of net operating losses (1,998 ) (308 ) Utilization of previously unrecognized tax losses and un-deductible advertising expenses (7,725 ) Balance as the end of the year 46,121 150,817 480,905 74,239 |
Ordinary Shares
Ordinary Shares | 12 Months Ended |
Dec. 31, 2015 | |
Ordinary Shares [Abstract] | |
Ordinary Shares | 13. Ordinary Shares On February 13, 2014, the Board has approved that all of the Company's existing ordinary shares would be redesignated as Class B ordinary shares and all of the Company's outstanding preferred shares would be redesignated or automatically converted into Class B ordinary shares immediately prior to the completion of the Company's initial public offering (IPO). All options, regardless of grant dates, will entitle holders to the equivalent number of Class A ordinary shares once the vesting and exercising conditions on such share-based compensation awards are met. Holders of Class A ordinary shares will be entitled to one ten one On May 9, 2014, concurrently with the completion of the Company's IPO, the Company issued 5,000,000 1,666,666 5,000,000 On December 15, 2014, the Company entered into share subscription agreements with Unicorn Riches Limited, JD.com E-commerce (Investment) Hong Kong Corporation Limited, Ctrip Investment Holding Ltd. and the respective personal holding companies of the Group's chief executive officer and chief operating officer, pursuant to which the Company issued 36,812,868 905,792 ( US$ 148 14,279 On May 8, 2015, the Company entered into share subscription agreements with Fabulous Jade Global Limited, Unicorn Riches Limited, Ctrip Investment Holding Ltd., Esta Investments Pte. Ltd., DCM Ventures China Turbo Fund, L.P. and DCM Ventures China Turbo Affiliates Fund, L.P., and Sequoia Capital 2010 CV Holdco, Ltd., pursuant to which the Company issued 93,750,000 400 2,445 3,104,457 660,215 1,078 On November 20, 2015, the Company entered into a share subscription agreement with HNA Tourism Holdings Group Co., Ltd. (HNA), pursuant to which the Company issued 90,909,091 500 |
Share-based Compensation Expens
Share-based Compensation Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Expenses [Abstract] | |
Share-based Compensation Expenses | 1 4 . Share -based Compensation Expenses The Company's 2008 Incentive Compensation Plan (the 2008 Plan) allows the plan administrator to grant options and restricted shares to the Company's employees, directors, and consultants, up to a maximum of 11,500,000 18,375,140 1 5 The options granted under the 2008 plan have a contractual term of six ten four 36 39,173 65,143 Share options The following table summarizes the Company's option activities: Number of Weighted Weighted Aggregate Intrinsic US$ In Years US$'000 Outstanding at January 1, 2015 21,265,846 1.17 4.88 60,165 Granted 14,369,000 4.78 Exercised (4,732,482 ) 0.51 Forfeited (820,553 ) 3.21 Outstanding at December 31, 2015 30,081,811 2.94 7.01 71,711 Vested and expected to vest at December 31, 2015 28,908,784 2.90 6.95 70,063 Exercisable at December 31, 2015 9,537,339 0.83 3.77 42,853 The total intrinsic value of options exercised for the years ended December 31, 2014 and 2015 were RMB 68,094 150,325 23,206 The weighted-average grant date fair value for options granted during the years ended December 31, 2013, 2014 and 2015 was US$ 0.90 3.57 2.40 computed using the binomial option pricing model. The total fair value of share options vested during the years ended December 31, 2013, 2014, and 2015 was RMB 8,341 23,849 50,089 7,732 The Company estimated the expected volatility at the date of grant date and each option valuation date based on the annualized standard deviation of the daily return embedded in historical share prices of comparable companies. Risk free interest rate was estimated based on the yield to maturity of US treasury bonds denominated in US$ at the option valuation date. The exercise multiple is estimated as the ratio of fair value of underlying shares over the exercise price as at the time the option is exercised, based on a consideration of research study regarding exercise pattern based on empirical studies on the actual exercise behavior of employees. The Company has never declared or paid any cash dividends on its capital stock, and the Company does not anticipate any dividend payments on its ordinary shares in the foreseeable future. Expected term is the contract life of the option, and estimated forfeiture rates are determined based on historical employee turnover rate. The grant date fair value of each option is calculated using a binomial option pricing model with the following assumptions: 2013 2014 2015 Expected volatility 50 52 % 50 51.1 % 50.9 51.7 % Risk-free interest rate 1.08 1.75 % 1.99 2.6 % 2.09 2.24 % Exercise multiple 2.2 2.8 2.2 2.8 2.2 2.8 Expected dividend yield 0 % 0 % 0 % Expected term (in years) 6 6 10 10 Expected forfeiture rate (post-vesting) 0 20 % 0 20 % 0 20 % Fair value of the common share on the date of option grant US$ 0.91 1.98 RMB 5.63 12.26 US$ 3.33 6.98 20.66 43.31 US$ 4.21 5.26 RMB 27.27 34.07 On May 15, 2014, the Company modified the exercise price of 576,000 5.00 3.00 1,698 276 On December 8, 2014, the Company extended the contract life of 2,159,812 six ten As of December 31, 2015, there was RMB 301,518 46,546 3.15 Restricted shares The total intrinsic value of restricted shares vested for the years ended December 31, 2014 and 2015 were RMB 1,011 1,694 261 The fair value of restricted shares with service conditions or performance conditions is based on the fair market value of the underlying ordinary shares on the date of grant. The following table summarizes the Company's restricted shares activity under the option plans: Numbers of Weighted Outstanding as of January 1, 2015 179,382 3.36 Grant 100,914 4.82 Vested (52,488 ) 3.36 Forfeited Outstanding as of December 31, 2015 227,808 4.00 Vested and expected to vest at December 31, 2015 227,808 4.00 As of December 31, 2015, there was RMB 5,723 (US$ 883 ) in total unrecognized compensation expense related to restricted shares, which is expected to be recognized over a weighted-average period of 3.15 |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Loss Per Share [Abstract] | |
Loss Per Share | 1 5 . Loss P er Share The following table sets forth the computation of basic and diluted loss per share for the periods indicated: For the Years Ended December 31, 2013 2014 2015 RMB RMB RMB US$ (Note 2(d)) Numerator: Net loss attributable to Tuniu Corporation (79,632 ) (447,858 ) (1,459,379 ) (225,289 ) Deemed dividends upon redesignation of Series A Preferred Shares (59,428 ) Deemed dividends upon redesignation of Series D Preferred Shares (15,606 ) Numerator for basic and diluted net loss per share (139,060 ) (463,464 ) (1,459,379 ) (225,289 ) Denominator: Weighted average number of ordinary shares outstanding basic and diluted 26,000,000 105,746,313 248,362,837 248,362,837 Loss per share-basic and diluted (5.35 ) (4.38 ) (5.88 ) (0.91 ) For the years ended December 31, 2013, 2014 and 2015, the Company had securities which could potentially dilute basic loss per share in the future, which were excluded from the computation of diluted loss per share as their effects would have been anti-dilutive. Such outstanding securities consist of the following: 2013 2014 2015 Series A preferred shares 13,506,748 Series B preferred shares 21,564,115 Series C preferred shares 25,782,056 Series D preferred shares 21,771,472 Option and restricted shares 17,631,953 21,445,228 30,309,619 Total 100,256,344 21,445,228 30,309,619 |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2015 | |
Restricted Net Assets [Abstract] | |
Restricted Net Assets | 1 6. Restricted Net Assets Pursuant to laws applicable to entities incorporated in the PRC, the Group's subsidiaries and Affiliated Entities in the PRC must make appropriations from after-tax profit to non-distributable reserve funds. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires an annual appropriation of 10 50 RMB 2,642 million , or 80 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 17 . Commitments and Contingencies (a) Operating Lease Agreement The Group leases its offices under non-cancelable operating lease agreements. Certain of these arrangements contain free or escalating rent clauses. The Group recognizes rental expense under such arrangements on a straight-line basis over the lease term. Rental expenses amounting to RMB 12,582 15,969 36,445 As of December 31, 2015, future minimum commitments under non-cancelable agreements were as follows: Years Ending December 31, RMB US$ (Note 2(d)) 2016 53,393 8,243 2017 46,051 7,109 2018 33,978 5,245 2019 26,795 4,136 2020 26,307 4,061 Thereafter 28,508 4,401 Total 215,032 33,195 (b) Capital Commitments As of December 31, 2015, capital commitments relating to leasehold improvement and purchase of equipment were approximately RMB 192 (c) Contingencies From time to time, the Group is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, management does not believe that the ultimate outcome of these unresolved matters, individually and in the aggregate, is likely to have a material adverse effect on the Group's financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and the Group's view of these matters may change in the future. If an unfavorable outcome were to occur, there exists the possibility of a material adverse impact on the Group's financial position and results of operations for the periods in which the unfavorable outcome occurs. |
Related party transactions and
Related party transactions and balances | 12 Months Ended |
Dec. 31, 2015 | |
Related party transactions and balances [Abstract] | |
Related party transactions and balances | 18. Related party transactions and balances Parties are considered to be related if one The following entities are considered to be related parties to the Group: Name of related parties Relationship with the Group Ctrip Investment Holding Co., Ltd. (Ctrip) one board director of the Group JD.com, Inc. (JD) one board director of the Group a) Transactions with related parties: Ctrip purchased 5,000,000 3,731,034 15,000,000 3,750,000 20,000,000 The Group conducts transactions in the ordinary course of its business with Ctrip on the terms of arm-length transactions. The Group sells the packaged-tours through Ctrip's online platform and the commission fees for Ctrip's service were immaterial. In addition, Ctrip sells the hotel rooms and air tickets products through the Group's online platform and commission fees the Group earned were RMB 0.7 3.5 On May 8, 2015, the Company issued 65,625,000 1,528.2 250 660.2 five b) Balances with related parties: As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Due from Ctrip 637 59,142 9,130 Due from JD 862 133 Total 637 60,004 9,263 Due to Ctrip 28,669 4,426 Due to JD 93 14 Total 28,762 4,440 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 1 9 . Subsequent Events On March 4, 2016, the Company modified the exercise price for certain outstanding options that have been granted under the Company's 2014 3.09 3.4 22.1 33 45 |
CONDENSED FINANCIAL INFORMATION
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY | 12 Months Ended |
Dec. 31, 2015 | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY [Abstract] | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY | FINANCIAL STATEMENTS SCHEDULE I TUNIU CORPORATION CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY CONDENSED BALANCE SHEETS (All amounts in thousands, except for share and per share data, or otherwise noted) As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) ASSETS Current assets Cash and cash equivalents 1,323,280 1,090,097 168,282 Amounts due from subsidiaries 18,000 3,468,022 535,370 Prepayments and other current assets 1,561 4,888 755 Total current assets 1,342,841 4,563,007 704,407 Intangible assets 607,669 93,808 Total assets 1,342,841 5,170,676 798,215 LIABILITIES AND EQUITY Current liabilities Accrued expenses and other current liabilities 16,723 664,420 102,568 Total current liabilities 16,723 664,420 102,568 Non-current liabilities Investments (income)/ deficit in subsidiaries and VIE (82,605 ) 1,185,106 182,949 Total n on-current liabilities (82,605 ) 1,185,106 182,949 Total liabilities (65,882 ) 1,849,526 285,517 Equity Ordinary shares (US$ 0.0001 1,000,000,000 780,000,000 120,000,000 100,000,000 188,435,922 82,487,876 105,948,046 286,970,892 269,597,392 17,373,500 121 181 28 Additional paid-in capital 2,298,727 5,482,367 846,332 Accumulated other comprehensive income/(loss) (21,081 ) 167,025 25,784 Accumulated deficit (869,044 ) (2,328,423 ) (359,446 ) Total Tuniu Corporation shareholders' equity 1,408,723 3,321,150 512,698 Total liabilities and equity 1,342,841 5,170,676 798,215 FINANCIAL STATEMENTS SCHEDULE I TUNIU CORPORATION CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY CONDENSED STATEMENTS OF COMPREHENSIVE LOSS (All amounts in thousands, except for share and per share data, or otherwise noted) For the Years Ended December 31, 2013 2014 2015 US$ (Note 2(d)) Operating expenses Research and product development Sales and marketing General and administrative (4,027 ) (5,617 ) (19,016 ) (2,936 ) Share of loss of subsidiaries and affiliated entities (77,414 ) (446,159 ) (1,341,212 ) (207,047 ) Other operating income 415 Total operating expenses (81,441 ) (451,361 ) (1,360,228 ) (209,983 ) Loss from operations (81,441 ) (451,361 ) (1,360,228 ) (209,983 ) Other income/(expenses) Interest income 1,738 6,619 19,183 2,961 Foreign exchange gains/(losses),net 71 (3,116 ) (119,161 ) (18,395 ) Other income, net 827 128 Loss before income tax expense (79,632 ) (447,858 ) (1,459,379 ) (225,289 ) Net loss (79,632 ) (447,858 ) (1,459,379 ) (225,289 ) Deemed dividends to preferred shareholders (59,428 ) (15,606 ) Net loss attributable to ordinary shareholders (139,060 ) (463,464 ) (1,459,379 ) (225,289 ) Net loss (79,632 ) (447,858 ) (1,459,379 ) (225,289 ) Other comprehensive income/(loss) Foreign currency translation adjustment, net of nil tax (5,331 ) (1,358 ) 188,106 29,038 Comprehensive loss (84,963 ) (449,216 ) (1,271,273 ) (196,251 ) FINANCIAL STATEMENTS SCHEDULE I TUNIU CORPORATION CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY CONDENSED STATEMENTS OF CASH FLOWS (All amounts in thousands, except for share and per share data, or otherwise noted) For the Years Ended December 31, 2013 2014 2015 RMB RMB RMB US$ (Note 2(d)) Cash (used in) provided by operating activities (3,058 ) 2,636 645,364 99,627 Cash used in investing activities (93,595 ) (518,690 ) (3,434,719 ) (530,229 ) Cash provided by financing activities 306,360 1,540,397 2,442,860 377,113 Effect of exchange rate changes on cash and cash equivalents (5,250 ) (3,040 ) 113,312 17,492 Net increase /(decrease) in cash and cash equivalents 204,457 1,021,303 (233,183 ) (35,997 ) Cash and cash equivalents at the beginning of year 97,520 301,977 1,323,280 204,279 Cash and cash equivalents at the end of year 301,977 1,323,280 1,090,097 168,282 Supplemental disclosure of non-cash investing and financing activities Deemed dividends to preferred shareholders 59,428 15,606 Accrued issuance cost related to private placement 14,076 Accrual related to deferred initial public offering costs 2,127 Receivables related to exercise of stock option (1,020 ) (3,379 ) (522 ) FINANCIAL STATEMENTS SCHEDULE I TUNIU CORPORATION CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY Note to Financial Statements Schedule I Schedule I has been provided pursuant to the requirements of Rule 12-04(a) and 5-04-(c) of Regulation S-X, which require condensed financial information as to the financial position, change in financial position and results of operations of a parent company as of the same dates and for the same periods for which audited consolidated financial statements have been presented when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. The condensed financial information has been prepared using the same accounting policies as set out in the accompanying consolidated financial statements except that the equity method has been used to account for investments in its subsidiaries and VIE. Such investments in subsidiaries are presented on the balance sheets as investment (income)/ deficit in subsidiaries and VIE and the loss of the subsidiaries is presented as share of loss of subsidiaries and VIE. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements. As of December 31, 2015, the Company had no significant capital and other commitments, long-term obligations, or guarantee, except for those which have separately disclosed in the consolidated financial statements. |
Principal Accounting Policies (
Principal Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Principal Accounting Policies [Abstract] | |
Basis of Presentation | (a) Basis of Presentation The consolidated financial statements of the Group have been prepared in accordance with the accounting principles generally accepted in the United States of America (U.S. GAAP). |
Principles of Consolidation | (b) Principles of Consolidation The consolidated financial statements include the financial statements of the Company, its subsidiaries, the Affiliated Entities for which the Company is the primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of board of directors, or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. All significant transactions and balances among the Company, its subsidiaries and the Affiliated Entities have been eliminated upon consolidation. To comply with PRC laws and regulations that restrict foreign equity ownership of companies that operate internet content, travel agency and air-ticketing services, the Company operates its website and engaged in such restricted services through Nanjing Tuniu and its subsidiaries. Nanjing Tuniu's equity interests are held by Dunde Yu, the Company's Chief Executive Officer, Haifeng Yan, the Company's Chief Operating Officer, and several other PRC citizens. On September 17, 2008, Beijing Tuniu, one of the Company's wholly foreign owned subsidiaries, entered into a series of agreements with Nanjing Tuniu and its shareholders. Pursuant to these agreements, Beijing Tuniu has the ability to direct substantially all the activities of Nanjing Tuniu, and absorb substantially all of the risks and rewards of the Affiliated Entities. As a result, the Company is the primary beneficiary of Nanjing Tuniu, and has consolidated the Affiliated Entities. Contractual arrangements On September 17, 2008, Beijing Tuniu entered into a series of contractual agreements with Nanjing Tuniu and its shareholders. The following is a summary of the agreements which allow the Company to exercise effective control over Nanjing Tuniu (1) Purchase Option Agreement. Under the purchase option agreement entered between Beijing Tuniu and the shareholders of Nanjing Tuniu on September 17, 2008, Beijing Tuniu has the irrevocable exclusive right to purchase, or have its designated person or persons to purchase all or part of the shareholders' equity interests in Nanjing Tuniu at RMB 1,800 2,430 10 years and can be extended indefinitely at Beijing Tuniu's discretion. The purchase consideration was paid by Beijing Tuniu to the shareholders of Nanjing Tuniu shortly after the purchase option agreement was entered. On January 24, 2014, the Company amended and restated the purchase option agreement, and the effective term of the purchase option agreement has been changed to until all equity interests held in Nanjing Tuniu are transferred or assigned to Beijing Tuniu or its designated person or persons (2) Equity Interest Pledge Agreement. Under the equity interest pledge agreement entered between Beijing Tuniu and the shareholders of Nanjing Tuniu on September 17, 2008, the shareholders pledged all of their equity interests in Nanjing Tuniu to guarantee their performance of their obligations under the purchase option agreement. If the shareholders of Nanjing Tuniu breach their contractual obligations under the purchase option agreement, Beijing Tuniu, as the pledgee, will have the right to either conclude an agreement with the pledgor to obtain the pledged equity or seek payments from the proceeds of the auction or sell-off of the pledged equity to any person pursuant to the PRC law. The shareholders of Nanjing Tuniu agreed that they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests. During the equity pledge period, Beijing Tuniu is entitled to all dividends and other distributions made by Nanjing Tuniu. The equity interest pledge agreement remains effective until the shareholders of Nanjing Tuniu discharge all their obligations under the purchase option agreement, or Beijing Tuniu enforces the equity interest pledge, whichever is earlier (3) Shareholders' Voting Rights Agreement. Under the shareholders' voting rights agreement entered between Beijing Tuniu and the shareholders of Nanjing Tuniu on September 17, 2008, each of the shareholders of Nanjing Tuniu appointed Beijing Tuniu's designated person as their attorney-in-fact to exercise all of their voting and related rights with respect to their equity interests in Nanjing Tuniu, including attending shareholders' meetings, voting on all matters of Nanjing Tuniu, nominating and appointing directors, convene extraordinary shareholders' meetings, and other voting rights pursuant to the then effective articles of association. The shareholders' voting rights agreement will remain in force for an unlimited term, unless all the parties to the agreement mutually agree to terminate the agreement in writing or cease to be shareholders of Nanjing Tuniu (4) Irrevocable Powers of Attorney. Under the powers of attorney issued by the shareholders of Nanjing Tuniu on September 17, 2008, the shareholders of Nanjing Tuniu each irrevocably appointed Mr. Tao Jiang, a person designated by Beijing Tuniu, as the attorney-in-fact to exercise all of their voting and related rights with respect to their equity interests in Nanjing Tuniu. Each power of attorney will remain in force until the shareholders' voting rights agreement expires or is terminated. On January 24, 2014, the shareholders of Nanjing Tuniu issued powers of attorney to irrevocably appoint Beijing Tuniu as the attorney-in-fact to exercise all of their voting and related rights with respect to their equity interests in Nanjing Tuniu. These powers of attorney replaced the powers of attorney previously granted to Mr. Tao Jiang on September 17, 2008 (5) Cooperation Agreement. Under the cooperation agreement entered between Beijing Tuniu and Nanjing Tuniu, Beijing Tuniu has the exclusive right to provide Nanjing Tuniu technology consulting and services related to Nanjing Tuniu's operations, which require certain licenses. Beijing Tuniu owns the exclusive intellectual property rights created as a result of the performance of this agreement. Nanjing Tuniu agrees to pay Beijing Tuniu a monthly service fee for services performed, and the monthly service fee shall not be lower tha 100 of Nanjing Tuniu's profits generated from such cooperation, which equal revenues generated from such cooperation, after deducting the expenses it incurred. This agreement remains effective for an unlimited term, unless the parties mutually agree to terminate the agreement, one of the parties is declared bankrupt or Beijing Tuniu is not able to provide consulting and services as agreed for more than three consecutive years because of force majeure. On January 24, 2014, the Company amended and restated the Cooperation Agreement. In the amended and restated agreement, the service fee has been changed to a quarterly payment which equals the profits of each of Nanjing Tuniu and its subsidiaries, and that Beijing Tuniu can adjust the service fee at its own discretion. Also in the amended and restated Cooperation Agreement, Beijing Tuniu has the unilateral right to terminate the agreement In the years ended December 31, 2013, 2014 and 2015, the Company received service fees of RMB 22,587 20,535 42,367 Affiliated Entities, which were eliminated on the consolidated financial statement. Risks in relation to the VIE structure The Group believes that each of the agreements and the powers of attorney under the contractual arrangements among Beijing Tuniu, Nanjing Tuniu and its shareholders is valid, binding and enforceable, and does not and will not result in any violation of PRC laws or regulations currently in effect. The legal opinion of Fangda Partners, which was the Company's PRC legal counsel, also supports this conclusion. The shareholders of Nanjing Tuniu are also shareholders, nominees of shareholders, or designated representatives of shareholders of the Company and therefore have no current interest in seeking to act contrary to the contractual arrangements. However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements and if the shareholders of Nanjing Tuniu were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms. The Company's ability to control Nanjing Tuniu also depends on the power of attorney Beijing Tuniu has to vote on all matters requiring shareholder approval in Nanjing Tuniu. As noted above, the Company believes this power of attorney is legally enforceable but it may not be as effective as direct equity ownership. In addition, if the legal structure and contractual arrangements were found to be in violation of any existing PRC laws and regulations, the PRC government could: l levying fines or confiscate the Group's income; l revoke the Group's business or operating licenses; l require the Group to discontinue, restrict or restructure its operations; l shut down the Group's servers or block the Group's websites and mobile platform; l restrict or prohibit the use of the Group's financing proceeds to finance its business and operations in China; or l take other regulatory or enforcement actions against the Group that could be harmful to the Group's business The imposition of any of these penalties may result in a material and adverse effect on the Group's ability to conduct the Group's business. In addition, the imposition of any of these penalties may cause the Group to lose the right to direct the activities of Nanjing Tuniu (through its equity interest in its subsidiaries) or the right to receive economic benefits from the Affiliated Entities. Therefore, a risk exists in that the Group would no longer be able to consolidate Nanjing Tuniu and its subsidiaries. On February 19, 2015, the PRC Ministry of Commerce (MOFCOM) published the draft Foreign Investment Law. If enacted as proposed, the Foreign Investment Law may cause the Group's VIE to be deemed as entities with foreign investment and as a result the Group's VIE and subsidiaries in which the VIE has direct or indirect equity ownership could become explicitly subject to the current restrictions on foreign investment that engaged in an industry on the negative list. If the enacted version of the foreign investment Law and the final negative list mandate further actions, such as MOFCOM market entry clearance or certain restructuring of corporate structure and operations to be completed by companies with existing VIE structure similar to the one described above, the Group will face substantial uncertainties as to whether these actions can be timely completed, or at all. As a result, the Group's operating result and financial condition may be adversely affected. Summary financial information of the Affiliated Entities in the consolidated financial statements As of December 31, 2015, the aggregate accumulated deficit of the Affiliated Entities was RMB 1,348 The following financial statement amounts and balances of the Affiliated Entities were included in the consolidated financial statements as of December 31, 2014 and 2015 and for the years ended December 31, 2013, 2014 and 2015: As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) ASSETS Current assets Cash and cash equivalents 102,356 376,883 58,181 Restricted cash 44,030 138,997 21,457 Short-term investments 100,000 499,402 77,094 Accounts receivable, net 8,645 116,669 18,011 Intercompany receivables 65,474 130,945 20,214 Prepayments and other current assets 566,731 1,402,919 216,573 Total current assets 887,236 2,665,815 411,530 Non-current assets Property and equipment, net 22,600 72,582 11,205 Intangible assets, net 1,975 100,125 15,457 Goodwill 136,569 21,083 Other non-current assets 14,290 323,403 49,925 Total non-current assets 38,865 632,679 97,670 Total assets 926,101 3,298,494 509,200 LIABILITIES Current liabilities Accounts payable 373,464 1,036,226 159,966 Salary and welfare payable 66,075 123,071 18,999 Taxes payable 2,079 6,668 1,029 Advances from customers 638,803 1,223,313 188,847 Intercompany payable 52,114 1,263,100 194,989 Accrued expenses and other current liabilities 87,657 936,526 144,575 Total current liabilities 1,220,192 4,588,904 708,405 Non-current liabilities 39,750 6,136 Total liabilities 1,220,192 4,628,654 714,541 For the Years Ended December 31, 2013 2014 2015 RMB RMB RMB US$ (Note 2 Net revenues 1,937,485 3,736,473 7,755,914 1,197,307 Net loss (39,597 ) (128,299 ) (1,051,691 ) (162,353 ) Net cash provided by/(used in) operating activities 161,148 (51,446 ) (87,299 ) (13,477 ) Net cash provided by/(used in) investing activities (201,058 ) 72,161 (1,374,894 ) (212,247 ) Net cash provided by financing activities - 700 1,736,720 268,103 There were no pledges or collateralization of the Affiliated Entities' assets. Currently there is no contractual arrangement that could require the Company to provide additional financial support to the Affiliated Entities. As the Company is conducting its business mainly through the Affiliated Entities, the Company may provide such support on a discretionary basis in the future, which could expose the Company to a loss. Under the contractual arrangements with Nanjing Tuniu and through its equity interest in its subsidiaries, the Group has the power to direct the activities of the Affiliated Entities and direct the transfer of assets out of the Affiliated Entities. Therefore, the Group considers that there are no assets of the Affiliated Entities that can be used only to settle their obligations. As the consolidated Affiliated Entities are each incorporated as a limited liability company under the PRC Company Law, the creditors do not have recourse to the general credit of the Company for all of the liabilities of the consolidated Affiliated Entities. |
Liquidity | Liquidity The Group's consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities during the normal course of operations. The Group incurred net losses of approximately RMB 79,632 447,858 1,459,379 116,736 (271,102) (514,735) 405,580 869,044 2,328,423 twelve |
Use of Estimates | (c) Use of Estimates The preparation of the Group's consolidated financial statements in conformity with the U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates. Significant accounting estimates reflected in the Group's consolidated financial statements mainly include revenue recognition, estimating useful lives and impairment for property and equipment, impairment for goodwill and other acquired intangible assets, |
Functional Currency and Foreign Currency Translation | (d) Functional Currency and Foreign Currency Translation The Group uses Renminbi (RMB) as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of PRC is the United States dollar (US$), while the functional currency of the PRC entities in the Group is RMB as determined based on ASC 830, Foreign Currency Matters. Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are re-measured at the balance sheet date exchange rate. The resulting exchange differences are included in the consolidated statements of comprehensive loss as foreign exchange gains / losses. Assets and liabilities of the Company and its subsidiaries incorporated outside of PRC are translated into RMB at fiscal year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the respective fiscal years. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of accumulated other comprehensive income or loss in the consolidated statement of changes in shareholders' equity/(deficit). The unaudited United States dollar amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers. Translations of amounts from RMB into US$ for the convenience of the reader were calculated at the rate of US$1.00 = RMB 6.4778 |
Fair Value Measurement | (e) Fair Value Measurement The Group defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include: Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Group's financial instruments include cash and cash equivalents, short-term investments, accounts receivable, accounts payable, advances from customers, and certain accrued liabilities and other current liabilities. The carrying values of these financial instruments approximated their fair values due to the short-term maturity of these instruments. |
Cash and Cash Equivalents | (f) Cash and Cash Equivalents Cash and cash equivalents represent cash on hand and demand deposits placed with banks, other financial institutions and Alipay, a third party payment processor, which are unrestricted as to withdrawal or use. |
Restricted Cash | (g) Restricted Cash Restricted cash represents cash that cannot be withdrawn without the permission of third parties. The Group's restricted cash mainly represents (i) cash deposits required by tourism administration departments as a pledge to secure travelers' rights and interests, (ii) cash deposits required by China Insurance Regulatory Commission for engaging in insurance agency or brokering activities, (iii) the secured deposits held in designated bank accounts for issuance of bank acceptance and letter of guarantee, and required by the Group's business partners |
Short-term Investments | (h) Short-term Investments Short-term investments are comprised of investments in financial products issued by banks or other financial institutions, which contain a fixed or variable interest rate and with original maturities between three months and one year. Such investments are generally not permitted to be redeemed early or are subject to penalties for redemption prior to maturity. Given the short-term nature, the carrying value of short-term investments approximates their fair value. There was no other-than-temporary impairment of short-term investments for the years ended December 31, 2013, 2014 and 2015 |
Accounts Receivable, net | (i) Accounts Receivable, net The Group's accounts receivable mainly consist of amounts due from the corporate customers,travel agents, insurance companies and travel boards or bureaus, which are carried at the original invoice amount less an allowance for doubtful accounts. The Group reviews the accounts receivable on a periodic basis and makes allowances when there is doubt as to the collectability of individual balances. The Group evaluates the collectability of accounts receivable considering many factors including reviewing accounts receivable balances, historical bad debt rates, payment patterns, counterparties' credit worthiness and financial conditions, and industry trend analysis. No allowance for doubtful accounts was provided as of December 31, 2014 and 2015 as the Group believes that it is probable the accounts receivable will be fully collected. |
Property and Equipment | ( j ) Property and Equipment Property and equipment are stated at cost less accumulated depreciation and impairment if applicable. Property and equipment are depreciated over the estimated useful lives on a straight-line basis. The estimated useful lives are as follows: Category Estimated useful life Computers and equipment 3 Buildings 16 17 Furniture and fixtures 3 5 Vehicles 3 5 Software 5 Leasehold improvements Over the shorter of the lease term or the estimated useful life of the asset 1 9 Construction in progress represents leasehold improvements under construction or being installed and is stated at cost. Cost comprises original cost of property and equipment, installation, construction and other direct costs. Construction in progress is transferred to leasehold improvements and depreciation commences when the asset is ready for its intended use. Gain or loss on the disposal of property and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of comprehensive loss. |
Capitalized Software Development Cost | ( k ) Capitalized Software Development Cost The Group has capitalized certain direct development costs associated with internal-used software in accordance with ASC 350-40, Internal-use software, which requires the capitalization of costs relating to certain activities of developing internal-use software that occur during the application development stage. Costs capitalized mainly include payroll and payroll-related costs for employees who devoted time to the internal-use software projects during the application development stage. Capitalized internal-use software costs are stated at cost less accumulated amortization and the amount is included in property and equipment, net on the consolidated balance sheets, with an estimated useful life of five years. Software development cost capitalized 980 6,837 7,572 74 727 2,212 12,376 |
Business combination | (l) Business combination U.S. GAAP requires that all business combinations not involving entities or businesses under common control be accounted for under the purchase method. The Group has adopted ASC 805 Business Combinations, and the cost of an acquisition is measured as the aggregate of the fair values at the date of exchange of the assets given, liabilities incurred and equity instruments issued. The transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets, liabilities and contingent liabilities acquired or assumed are measured separately at their fair value as of the acquisition date, irrespective of the extent of any noncontrolling interests. The excess of the (i) the total of cost of acquisition, fair value of the noncontrolling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated statements of operations and comprehensive income. The determination and allocation of fair values to the identifiable assets acquired and liabilities assumed is based on various assumptions and valuation methodologies requiring considerable management judgment. The most significant variables in these valuations are discount rates, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to forecast the future cash inflows and outflows. Management determines discount rates to be used based on the risk inherent in the related activity's current business model and industry comparisons. Terminal values are based on the expected life of products and forecasted life cycle and forecasted cash flows over that period. Although management believes that the assumptions applied in the determination are reasonable based on information available at the date of acquisition, actual results may differ from the forecasted amounts and the difference could be material. A noncontrolling interest is recognized to reflect the portion of a subsidiary's equity which is not attributable, directly or indirectly, to the Company. Consolidated net income on the consolidated statements of operations and comprehensive income includes the net income (loss) attributable to noncontrolling interests when applicable. The cumulative results of operations attributable to noncontrolling interests are also recorded as noncontrolling interests in the Company's consolidated balance sheets. Cash flows related to transactions with noncontrolling interests are presented under financing activities in the consolidated statements of cash flows when applicable. |
Intangible Assets | (m ) Intangible Assets Intangible assets purchased are recognized and measured at cost upon acquisition and intangible assets arising from acquisitions of subsidiaries are recognized and measured at fair value upon acquisition. The Company's purchased intangible assets include computer software, which are amortized on a straight-line basis over their estimated useful lives 3 3.5 20 |
Goodwill | (n) Goodwill Goodwill represents the excess of the purchase price over the fair value of identifiable assets and liabilities acquired in business combinations. Goodwill is not amortized, but tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. The Group adopted Accounting Standards Update (ASU) 2011-08, IntangiblesGoodwill and Other (Topic 350). This accounting standard gives the Group an option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If it is more likely than not that the fair value of a reporting unit is less than its carrying amount, goodwill is then tested following a two-step process. The first step compares the fair value of each reporting unit to its carrying amount, including goodwill. If the fair value of each reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and the second step will not be required. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of goodwill to the carrying amount of a reporting unit's goodwill. The fair value of each reporting unit is determined by the Group using the expected present value of future cash flows. The key assumptions used in the calculation include the long-term growth rates of revenue and gross margin, working-capital requirements and discount rates. The implied fair value of goodwill is determined in a manner similar to accounting for a business combination, with the allocation of the assessed fair value determined in the first step to the assets and liabilities of the reporting unit. The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the implied fair value of goodwill. This allocation process is only performed for purposes of evaluating goodwill impairment and does not result in an entry to adjust the value of any assets or liabilities. An impairment loss is recognized for any excess in the carrying value of goodwill over the implied fair value of goodwill. Management performs its annual goodwill impairment test on October 1. No impairment loss was recognized for the year ended December 31, 2015. |
Impairment of long-lived assets | (o) Impairment of long-lived assets The Group evaluates its long-lived assets and finite lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When these events occur, the Group measures impairment by comparing the carrying amount of the assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flows is less than the carrying amount of the assets, the Group recognizes an impairment loss equal to the difference between the carrying amount and fair value of these assets. No impairment of long-lived assets was recognized during the years ended December 31, 2013, 2014 and 2015. |
Advances from Customers | (p) Advances from Customers Customers pay in advance to purchase travel services. Cash proceeds received from customers are initially recorded as advances from customers and are recognized as revenues when revenue recognition criteria are met. |
Revenue Recognition | (q) Revenue Recognition The Group's revenue is primarily derived from sales of organized tours and self-guided tours, and other service fees. Revenue is recognized when the following criteria are met: persuasive evidence of an arrangement exists, the sales price is fixed or determinable, service has been provided, and collectability is reasonably assured in accordance with ASC 605, Revenue Recognition Organized tours: Substantially all of revenue from organized tours is recognized on a gross basis, as the Group is the primary obligor in the arrangement and bears the risks and rewards, including the customer's acceptance of services delivered. Such commitments are made in the contract the Group enters with its customers. Even though the Group does not generally assume the substantive inventory risk before customers place an order, the Group is the party retained by and paid by its customers, and the Group is responsible for (and solely authorized to) refunding customers their payments in situations of customer disputes. Further, the Group independently selects travel service suppliers, and determines the prices charged to customers and paid to its travel suppliers. Revenue from organized tours is recognized when the tours end as service rendering is only considered completed upon conclusion of the entire organized tour Self-guided tours: Revenue from self-guided tours is recognized on a net basis, representing the difference between what the Group receives from its customers and the amounts due to its travel suppliers. In the self-guided tour arrangements, the Group generally does not assume substantive inventory risk, has limited involvement in determining the service, and provides limited additional services to customers. Suppliers are responsible for all aspects of providing the air transportation and hotel accommodation, and other travel-related services. As such, the Group concludes that it is an agent for the travel service providers in these transactions and revenues are reported on a net basis. Revenue from self-guided tours is recognized when the tours end as commissions are not earned until this time according to the contractual arrangements the Group entered into with its travel suppliers Other revenues Other revenues primarily comprise revenues generated from service fees received from insurance companies, other travel-related services, such as sales of tourist attraction tickets and visa processing services, fees for advertising services that the Group provide primarily to domestic and foreign tourism boards and bureaus, commission fees for hotel reservation and air-ticketing and service fees for financial services. Revenue is recognized when the services are rendered or when the tickets are issued. The Group does not recognize revenue if customer refunds are warranted due to customer satisfaction issues or other reasons, which is generally known at the end of each tour when revenues are recognized. In the event of tour cancellation by customers, the liability associated with prepayments received from customers remains on the Group's consolidated balance sheets until refunds are issued. The Group commenced the financial services in 2015. Certain domestic financial assets exchanges (the "Exchange") and trust companies offered the yield enhancement products through the Group's online platform and the Group charged these companies for the commission fees which were recorded as other revenue upon the delivery of service. For the year ended December 31, 2015, the commission revenue was immaterial. In addition, the Group purchased the yield enhancement products with maturities ranged from three two one 407,487 300,267 8,740 589,151 8,082 Customer incentives From time to time customers are offered coupons, travel vouchers, membership points, or cash rewards as customer incentives. The Group accounts for these customer incentives in accordance with ASC 605-50, Customer Payments and Incentives For membership points earned by customers as part of the customer reward program which provides travel awards upon point redemption, the Group estimates the incremental costs associated with the Group's future obligation to its customers, and records them as sales and marketing expense in the consolidated statements of comprehensive loss. Unredeemed membership points are recorded in other current liabilities in the consolidated balance sheets. Cash rewards earned by customers are recorded as a reduction to revenue, with corresponding unclaimed amount recorded in other current liabilities. The Group estimate liabilities under the customer loyalty program based on accumulated membership points and cash rewards, and the estimate of probability of redemption in accordance with the historical redemption pattern. The actual expenditure may differ from the estimated liability recorded. Prior to April 2015, the Group recorded estimated liabilities for all points earned by customers as the Group did not have sufficient historical information to determine point forfeitures or breakage. The Group, with accumulated knowledge on membership points and cash rewards redemption and expiration, began to apply historical redemption rates in estimating the costs of points earned from May 2015 onwards. 14,764 and 34,633 ,respectively. Business and related taxes The Group is subject to business and related taxes on services provided in the PRC at applicable rates, which are recorded as a reduction of revenues. |
Cost of Revenues | (r) Cost of Revenues Cost of revenues mainly consists of costs to suppliers of organized tours, and salaries and other compensation-related expenses related to the Group's tour advisors, customer services representatives, and other personnel related to tour transactions, and other expenses directly attributable to the Group's principal operations, primarily including payment processing fees, telecommunication expenses, rental and depreciation expense Committed tour reservations In order to secure availabilities of organized tours and self-guided tours during peak seasons such as holiday periods, the Group may enter into certain contractual commitments with suppliers to reserve tours for selected destinations. The Group is required to pay a deposit to ensure tour availabilities, and such prepayment is record in prepayments and other current assets on the consolidated balance sheets. Some of these contractual commitments are non-cancellable, and to the extent the reserved tours are not sold to customers, the Group would be liable to pay suppliers a pre-defined or negotiated penalty, thereby assuming inventory risks. Management estimates losses of the committed tour reservations on a periodic basis based on contractual terms and historical experience, and record such losses in the period the loss is considered probable. For the years ended December 31, 2013, 2014 and 2015, losses recorded in cost of revenues in the consolidated statements of comprehensive loss amounted to RMB 6,682 4,134 17,780 |
Advertising Expenses | (s) Advertising Expenses Advertising expenses, which primarily consist of online marketing expense and brand marketing expenses through various forms of media, are recorded in sales and marketing expenses as incurred. Advertising expense were RMB 103,142 379,205 899,015 |
Research and Product Development Expenses | (t) Research and Product Development Expenses Research and product development expenses include salaries and other compensation-related expenses to the Group's research and product development personnel, as well as office rental, depreciation and related expenses and travel-related expenses for the Group's research and product development team. The Group recognizes software development costs in accordance with ASC 350-40 Softwareinternal use software. The Group expenses all costs that are incurred in connection with the planning and implementation phases of development, and costs that are associated with repair or maintenance of the existing websites or software for internal use. Certain costs associated with developing internal-use software are capitalized when such costs are incurred within the application development stage of software development (see Note 2(k)). |
Leases | (u) Leases A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified as an operating lease. All leases of the Group are currently classified as operating leases. When a lease contains rent holidays or requires fixed escalations of the minimum lease payments, the Group records the total rental expense on a straight-line basis over the lease term and the difference between the straight-line rental expense and cash payment under the lease is recorded as deferred rent liabilities. As of December 31, 2014 and 2015, deferred rent of RMB 4,244 16,741 22,278 18,035 |
Share-based Compensation | (v) Share-based Compensation The Company applies ASC 718, Compensation Stock Compensation to account for its share-based compensation program. In accordance with the guidance, the Company determines whether a share-based award should be classified and accounted for as a liability award or equity award. All grants of share-based awards to employees classified as equity awards are recognized in the financial statements based on their grant date fair values which are calculated using the binominal option pricing model. Share-based compensation expenses are recorded net of an estimated forfeiture rate over the service period using the straight-line method. The Company's 2008 Incentive Compensation Plan allows the plan administrator to grant options and restricted shares to the Company's employees, directors, and consultants. The plan administrator is the Company's board of directors or a committee appointed and determined by the board. The board may also authorize one or more officers of the Company to grant awards under the plan. Under the 2008 Incentive Compensation Plan, options granted to employees vest upon satisfaction of a service condition, which is generally satisfied over four three In April 2014, the Company adopted the 2014 Share Incentive Plan, which contains no such exercisability clause. For detail of the 2014 Share Incentive Plan, please refer to Note 14 of the consolidated financial statements. The Group recognized share-based compensation expense of RMB65,143 in the year ended December 31, 2015, which was classified as follows: For the Years Ended December 31, 2013 2014 2015 RMB RMB RMB US$ (Note 2(d)) Cost of revenue 800 784 121 Research and product development 1,972 3,538 546 Sales and marketing 857 1,136 175 General and administrative 35,544 59,685 9,214 Total 39,173 65,143 10,056 |
Income Taxes | (w) Income Taxes Current income taxes are provided on the basis of net income for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income taxes are provided using the liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. The effect on deferred taxes of a change in tax rates is recognized in the interim condensed consolidated statements of comprehensive loss in the period of change. A valuation allowance is provided to reduce the amount of deferred tax assets if it is considered more likely than not that some portion of, or all of the deferred tax assets will not be realized. Uncertain tax positions The guidance prescribes a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Guidance also provides for the derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures. Significant judgment is required in evaluating the Group's uncertain tax positions and determining its provision for income taxes. As of December 31, 2014 and 2015, the Group did not have any significant unrecognized uncertain tax positions or any interest or penalties associated with tax positions. In order to assess uncertain tax positions, the Group applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. |
Employee Benefits | (x) Employee Benefits Full-time employees of the Group in the PRC are entitled to welfare benefits including pension, work-related injury benefits, maternity insurance, medical insurance, unemployment benefit and housing fund plans through a PRC government-mandated defined contribution plan. Chinese labor regulations require that the Group makes contributions to the government for these benefits based on certain percentages of employees' salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions. The Group recorded employee benefit expenses of RMB 24,058 50,617 131,291 |
Government Subsidies | (y) Government Subsidies Government subsidies are cash subsidies received by the Group's entities in the PRC from provincial and local government authorities. The government subsidies are granted from time to time at the discretion of the relevant government authorities. These subsidies are granted for general corporate purposes and to support the Group's ongoing operations in the region. Cash subsidies are recorded in other operating income on the consolidated statements of comprehensive loss when received and when all conditions for their receipt have been satisfied. The Group recognized government subsidies of RMB 1,689 6,902 12,175 |
Earnings (Loss) Per Share | (z) Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the losses. Diluted earnings (loss) per share is calculated by dividing net income (loss) attributable to ordinary shareholders by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Ordinary equivalent shares consist of shares issuable upon the conversion of the preferred shares using the if-converted method, and shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive. The preferred shares have been converted into ordinary shares upon the completion of the Group's initial public offering (IPO) in May 2014. Except for voting rights, Class A and Class B shares have all the same rights and therefore the Group has elected not to use the two-class method. |
Comprehensive Income (Loss) | (aa) Comprehensive Income (Loss) Comprehensive income (loss) is defined as the change in equity of the Group during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Comprehensive income or loss is reported in the consolidated statements of comprehensive loss. Accumulated other comprehensive income (loss), as presented on the accompanying consolidated balance sheets, consists of accumulated foreign currency translation adjustments. |
Segment Reporting | (ab) Segment Reporting In accordance with ASC 280, Segment Reporting, the Group's chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Group as a whole and hence, the Group has only one The Group does not distinguish between markets or segments for the purpose of internal reporting. The Group's long-lived assets are substantially all located in the PRC and substantially all the Group's revenues are derived from within the PRC, therefore, no geographical segments are presented. |
Recently Issued Accounting Pronouncements | (ac) Recently Issued Accounting Pronouncements In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements Going Concern (ASU 2014-15)., which provides guidance on determining when and how reporting entities must disclose going-concern uncertainties in their financial statements. The new standard requires management to perform interim and annual assessments of an entity's ability to continue as a going concern within one year of the date of issuance of the entity's financial statements (or within one year after the date on which the financial statements are available to be issued, when applicable). Further, an entity must provide certain disclosures if there is substantial doubt about the entity's ability to continue as a going concern. The ASU is effective for annual periods ending after December 15, 2016, and interim periods thereafter; early adoption is permitted. The Group is in the process of evaluating the impact of adopting this guidance. In January 2015, the FASB issued ASU No. 2015-01, Income StatementExtraordinary and Unusual Items (ASU 2015-01) to eliminate from U.S. GAAP the concept of an extraordinary item, which is an event or transaction that is both (1) unusual in nature and (2) infrequently occurring. Under the ASU, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. The ASU is effective for annual and interim periods beginning after December 15, 2015 and early adoption is permitted. This guidance will not have material impact on the Group's financial position, results of operations or cash flows. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (ASU 2015-02). ASU 2015-02 focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. The ASU simplifies consolidation accounting by reducing the number of consolidation models from four to two. In addition, the new standard simplifies the FASB Accounting Standards Codification and improves current guidance by: (i) placing more emphasis on risk of loss when determining a controlling financial interest; (ii) reducing the frequency of the application of related-party guidance when determining a controlling financial interest in a VIE; and (iii) changing consolidation conclusions for public and private companies in several industries that typically make use of limited partnerships or VIEs. The ASU is effective for annual and interim periods beginning after December 15, 2015, and early adoption is permitted, including adoption in an interim period. The Group is in the process of evaluating the impact of adopting this guidance. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606) (ASU 2015-14): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. Therefore, the effective date of ASU No, 2014-09 for public business entities is for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. The Group is in the process of evaluating the impact of adopting this guidance. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments (ASU 2015-16). This ASU requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Prior to the issuance of the ASU, entities were required to retrospectively apply adjustments made to provisional amounts recognized in a business combination. The ASU is effective for annual and interim periods beginning after December 15, 2015, and early adoption is permitted. The Group has early adopted ASU 2015-16 in 2015. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes(ASU 2015-17), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2016 and early adoption is permitted. The Group early adopted the new standard on a retrospective basis as of December 31, 2015. The early adoption has no impact on the consolidated financial statements as there was a fully valuation allowance on the deferred tax assets. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (ASU 2016-01) which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Although the ASU retains many current requirements, it significantly revises an entity's accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. The ASU is effective for annual and interim periods beginning after December 15, 2017. The Group is in the process of evaluating the impact of adopting this guidance. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842)(ASU 2016-02), which requires lessees to recognize assets and liabilities for all leases with lease terms of more than 12 months on the balance sheet. Under the new guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on its classification as a finance or operating lease. The ASU is effective for annual and interim periods beginning after December 15, 2018 and early adoption is permitted on a modified retrospective basis. The Group is in the process of evaluating the impact of adopting this guidance. |
Organization and Principal Ac30
Organization and Principal Activities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization and Principal Activities [Abstract] | |
Schedule of percentage of legal ownership in significant consolidated subsidiaries and the consolidated Affiliated Entities | Name of subsidiaries and VIE Date of establishment/acquisition Place of Percentage of Subsidiaries of the Company: Tuniu (HK) Limited Established on May 20, 2011 Hong Kong 100 % Tuniu (Nanjing) Information Technology Co., Ltd. Established on August 24, 2011 PRC 100 % Beijing Tuniu Technology Co., Ltd. (Beijing Tuniu) Established on September 8, 2008 PRC 100 % Variable Interest Entity (VIE) Nanjing Tuniu Technology Co., Ltd. (Nanjing Tuniu) Established on December 18, 2006 PRC 100 % Subsidiaries of VIE Shanghai Tuniu International Travel Service Co., Ltd. Acquired on August 22, 2008 PRC 100 % Nanjing Tuniu International Travel Service Co., Ltd. Acquired on December 22, 2008 PRC 100 % Beijing Tuniu International Travel Service Co., Ltd. Acquired on November 18, 2009 PRC 100 % Nanjing Tuzhilv Tickets Sales Co., Ltd. Established on April 19, 2011 PRC 100 % Tianjin Classic Holiday International Travel Agency Co., Ltd. Acquired on April 1, 2015 PRC 100 % Zhejiang Zhongshan International Agency Co., Ltd. Acquired on April 1, 2015 PRC 100 % Beijing Global Tour International Travel Service Co., Ltd. Acquired on July 1, 2015 PRC 75.02 % Tuniu Insurance Brokers Co., Ltd. Acquired on August 11, 2015 PRC 100 % Beijing Hengxin International Travel Agency Co., Ltd. Acquired on October 1, 2015 PRC 80 % |
Principal Accounting Policies31
Principal Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Investments [Line Items] | |
Schedule of estimated useful lives of property and equipment | Category Estimated useful life Computers and equipment 3 Buildings 16 17 Furniture and fixtures 3 5 Vehicles 3 5 Software 5 Leasehold improvements Over the shorter of the lease term or the estimated useful life of the asset 1 9 |
Schedule of classification of share-based compensation expense | For the Years Ended December 31, 2013 2014 2015 RMB RMB RMB US$ (Note 2(d)) Cost of revenue 800 784 121 Research and product development 1,972 3,538 546 Sales and marketing 857 1,136 175 General and administrative 35,544 59,685 9,214 Total 39,173 65,143 10,056 |
The Affiliated Entities [Member] | |
Schedule of Investments [Line Items] | |
Schedule of financial statement amounts and balances of the Affiliated Entities were included in the consolidated financial statements | As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) ASSETS Current assets Cash and cash equivalents 102,356 376,883 58,181 Restricted cash 44,030 138,997 21,457 Short-term investments 100,000 499,402 77,094 Accounts receivable, net 8,645 116,669 18,011 Intercompany receivables 65,474 130,945 20,214 Prepayments and other current assets 566,731 1,402,919 216,573 Total current assets 887,236 2,665,815 411,530 Non-current assets Property and equipment, net 22,600 72,582 11,205 Intangible assets, net 1,975 100,125 15,457 Goodwill 136,569 21,083 Other non-current assets 14,290 323,403 49,925 Total non-current assets 38,865 632,679 97,670 Total assets 926,101 3,298,494 509,200 LIABILITIES Current liabilities Accounts payable 373,464 1,036,226 159,966 Salary and welfare payable 66,075 123,071 18,999 Taxes payable 2,079 6,668 1,029 Advances from customers 638,803 1,223,313 188,847 Intercompany payable 52,114 1,263,100 194,989 Accrued expenses and other current liabilities 87,657 936,526 144,575 Total current liabilities 1,220,192 4,588,904 708,405 Non-current liabilities 39,750 6,136 Total liabilities 1,220,192 4,628,654 714,541 For the Years Ended December 31, 2013 2014 2015 RMB RMB RMB US$ (Note 2 Net revenues 1,937,485 3,736,473 7,755,914 1,197,307 Net loss (39,597 ) (128,299 ) (1,051,691 ) (162,353 ) Net cash provided by/(used in) operating activities 161,148 (51,446 ) (87,299 ) (13,477 ) Net cash provided by/(used in) investing activities (201,058 ) 72,161 (1,374,894 ) (212,247 ) Net cash provided by financing activities - 700 1,736,720 268,103 |
Risks and Concentration (Tables
Risks and Concentration (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Concentration [Abstract] | |
Summary of customers with greater than 10% of the accounts receivables | As of December 31, 2014 2015 Customer A 26.0 % 13.3 % |
Business acquisition (Tables)
Business acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Travel agencies [Member] | |
Business Acquisition [Line Items] | |
Summary of the fair values of the assets acquired and liabilities assumed | Amount Estimated useful lives Net liabilities (including the cash acquired of RMB 24 (57,032 ) Travel licenses 25,100 20 Customer relationship 13,596 14.25 14.5 Trade names 39,619 7 14 Software 3,013 5 Non-compete agreement 1,782 3.5 5.25 Goodwill 132,819 Deferred tax liability (20,778 ) Noncontrolling interest (20,122 ) Total considerations 117,997 |
Other acquisition [Member] | |
Business Acquisition [Line Items] | |
Summary of the fair values of the assets acquired and liabilities assumed | Amount Estimated useful lives Net liabilities (355 ) Software 5,960 6 Non-compete agreement 1,040 6 Goodwill 3,750 Deferred tax liability (1,750 ) Total considerations 8,645 |
Transaction with JD.com, Inc. (
Transaction with JD.com, Inc. (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Transaction with JD.com, Inc. [Abstract] | |
Summary of the fair value about acquired intangible assets | Amount Estimated useful lives Exclusive operation right of leisure travel channel 405,406 5 Preferred partnership of hotel and air ticket reservation service 1,431 5 Internet traffic support 139,358 5 Marketing support 114,020 5 Total consideration 660,215 |
Prepayments and other current35
Prepayments and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Prepayments and other current assets [Abstract] | |
Summary of prepayments and other current assets | As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Prepayments to suppliers 498,298 1,095,918 169,181 Interest income receivable 6,510 26,376 4,072 Prepayment for advertising expenses 53,664 92,339 14,255 Yield enhancement products from Exchange and trust companies 407,487 62,905 Others 16,825 77,348 11,940 Total 575,297 1,699,468 262,353 |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property and equipment, net [Abstract] | |
Schedule of property and equipment, net | As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Computers and equipment 43,961 89,127 13,758 Leasehold improvements 43,684 71,800 11,084 Buildings 2,578 398 Furniture and fixtures 6,343 15,479 2,390 Vehicles 156 24 Software 11,920 23,850 3,682 Subtotal 105,908 202,990 31,336 Less: Accumulated depreciation (36,542 ) (63,287 ) (9,770 ) Property and equipment subject to depreciation 69,366 139,703 21,566 Construction in progress 2,944 5,487 848 Total 72,310 145,190 22,414 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Intangible assets, net [Abstract] | |
Schedule of Intangible assets, net | As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Travel license 4,313 29,206 4,509 Insurance agency license 11,711 1,807 Software 1,945 19,164 2,959 Trade names 39,619 6,116 Business Cooperation Agreements 660,215 101,920 Customer relationship 13,596 2,099 Non-compete agreements 2,822 436 Subtotal 6,258 776,333 119,846 Less: Accumulated amortization (3,183 ) (60,785 ) (9,384 ) Total 3,075 715,548 110,462 |
Schedule of annual estimated amortization expense for intangible assets | Amortization for Intangible Assets Years Ending December 31, RMB US$ (Note 2(d)) 2016 142,280 21,964 2017 141,355 21,821 2018 141,259 21,807 2019 140,851 21,744 2020 87,336 13,482 Thereafter 62,467 9,644 Total 715,548 110,462 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill [Abstract] | |
Summary of changes in the carrying amount of goodwill | As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Balance at the beginning of year Increase in goodwill related to acquisitions 136,569 21,083 Accumulated impairment loss Balance at the end of year 136,569 21,083 |
Other non-current assets (Table
Other non-current assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other non-current assets [Abstract] | |
Schedule of other non-current assets | As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Prepayment to suppliers - HNA 324,680 50,123 Yield enhancement products from Exchange and trust companies 300,267 46,353 Other long term assets 15,368 24,534 3,785 Balance at the end of year 15,368 649,481 100,261 |
Accrued expenses and other cu40
Accrued expenses and other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accrued expenses and other current liabilities [Abstract] | |
Summary of accrued expenses and other current liabilities | As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Deposits from customers 27,807 31,269 4,827 Deposit from HNA 649,360 100,244 Payable for business acquisition 26,781 4,134 Accrued liabilities related to customers incentive program 14,764 34,633 5,346 Accrued professional service fees 18,361 12,373 1,910 Accrued advertising expenses 12,455 56,293 8,690 Amount due to the individual investors of yield enhancement products 589,151 90,949 Notes payable 70,000 10,806 Advanced payment from banks 11,036 21,575 3,331 Others 25,437 123,998 19,143 Total 109,860 1,615,433 249,380 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Taxes [Abstract] | |
Schedule of reconciliation between the effective income tax rate and the PRC statutory income tax rate [Table Text Block] | For Years Ended December 31, 2013 2014 2015 % % % PRC Statutory income tax rates 25.0 25.0 25.0 Change in valuation allowance (20.1 ) (22.4 ) (22.5 ) Permanent book tax difference (4.9 ) (12.1 ) (0.1 ) Difference in EIT rates of certain subsidiaries 0.0 0.0 (3.1 ) Effect of tax holiday 9.5 0.7 Total 0.0 0.0 0.0 |
Schedule of aggregate amount and per share effect of the tax holidays [Text Block] | For the Years Ended December 31, 2013 2014 2015 US$ (Note 2 (d)) Aggregate amount (42,567 ) (9,974 ) (1,540 ) Basic net loss per share effect (0.40 ) (0.04 ) (0.01 ) Diluted net loss per share effect (0.40 ) (0.04 ) (0.01 ) |
Schedule of significant components of deferred tax assets and liabilities [Table Text Block] | As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Non-current deferred tax assets: Accruals and others 16,298 21,765 3,360 Net operating loss carry forwards 133,593 459,109 70,874 Carryforwards of un-deducted advertising expenses 926 31 5 Subtotal 150,817 480,905 74,239 Less: valuation allowance (150,817 ) (480,905 ) (74,239 ) Total non-current deferred tax assets, net Non-current deferred tax liabilities: Recognition of intangible assets arisen from business combination (24,415 ) (3,769 ) Total non-current deferred tax assets, net (24,415 ) (3,769 ) |
Schedule of movement of valuation allowance [Text Block] | For the Years Ended December 31, 2013 2014 2015 RMB RMB RMB US$ (Note 2(d)) Balance as the beginning of the year 34,315 46,121 150,817 23,282 Additions 11,806 112,421 332,086 51,265 Written off for expiration of net operating losses (1,998 ) (308 ) Utilization of previously unrecognized tax losses and un-deductible advertising expenses (7,725 ) Balance as the end of the year 46,121 150,817 480,905 74,239 |
Share-based Compensation Expe42
Share-based Compensation Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Expenses [Abstract] | |
Summary the Company's option activity under the 2008 plan | Number of Weighted Weighted Aggregate Intrinsic US$ In Years US$'000 Outstanding at January 1, 2015 21,265,846 1.17 4.88 60,165 Granted 14,369,000 4.78 Exercised (4,732,482 ) 0.51 Forfeited (820,553 ) 3.21 Outstanding at December 31, 2015 30,081,811 2.94 7.01 71,711 Vested and expected to vest at December 31, 2015 28,908,784 2.90 6.95 70,063 Exercisable at December 31, 2015 9,537,339 0.83 3.77 42,853 |
Schedule of assumptions used to estimate the fair value of option grant on the date of grant | 2013 2014 2015 Expected volatility 50 52 % 50 51.1 % 50.9 51.7 % Risk-free interest rate 1.08 1.75 % 1.99 2.6 % 2.09 2.24 % Exercise multiple 2.2 2.8 2.2 2.8 2.2 2.8 Expected dividend yield 0 % 0 % 0 % Expected term (in years) 6 6 10 10 Expected forfeiture rate (post-vesting) 0 20 % 0 20 % 0 20 % Fair value of the common share on the date of option grant US$ 0.91 1.98 RMB 5.63 12.26 US$ 3.33 6.98 20.66 43.31 US$ 4.21 5.26 RMB 27.27 34.07 |
Summary of restricted shares activity | Numbers of Weighted Outstanding as of January 1, 2015 179,382 3.36 Grant 100,914 4.82 Vested (52,488 ) 3.36 Forfeited Outstanding as of December 31, 2015 227,808 4.00 Vested and expected to vest at December 31, 2015 227,808 4.00 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Loss Per Share [Abstract] | |
Schedule of computation of basic and diluted net loss per share | For the Years Ended December 31, 2013 2014 2015 RMB RMB RMB US$ (Note 2(d)) Numerator: Net loss attributable to Tuniu Corporation (79,632 ) (447,858 ) (1,459,379 ) (225,289 ) Deemed dividends upon redesignation of Series A Preferred Shares (59,428 ) Deemed dividends upon redesignation of Series D Preferred Shares (15,606 ) Numerator for basic and diluted net loss per share (139,060 ) (463,464 ) (1,459,379 ) (225,289 ) Denominator: Weighted average number of ordinary shares outstanding basic and diluted 26,000,000 105,746,313 248,362,837 248,362,837 Loss per share-basic and diluted (5.35 ) (4.38 ) (5.88 ) (0.91 ) |
Schedule of anti-dilutive securities which could potentially dilute basic loss per share in the future | 2013 2014 2015 Series A preferred shares 13,506,748 Series B preferred shares 21,564,115 Series C preferred shares 25,782,056 Series D preferred shares 21,771,472 Option and restricted shares 17,631,953 21,445,228 30,309,619 Total 100,256,344 21,445,228 30,309,619 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum payments under non-cancelable operating leases | Years Ending December 31, RMB US$ (Note 2(d)) 2016 53,393 8,243 2017 46,051 7,109 2018 33,978 5,245 2019 26,795 4,136 2020 26,307 4,061 Thereafter 28,508 4,401 Total 215,032 33,195 |
Related party transactions an45
Related party transactions and balances (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Related party transactions and balances [Abstract] | |
Schedule of name of related parties and relationship with the Group | Name of related parties Relationship with the Group Ctrip Investment Holding Co., Ltd. (Ctrip) one board director of the Group JD.com, Inc. (JD) one board director of the Group |
Schedule of balance with related parties | As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) Due from Ctrip 637 59,142 9,130 Due from JD 862 133 Total 637 60,004 9,263 Due to Ctrip 28,669 4,426 Due to JD 93 14 Total 28,762 4,440 |
Condensed Financial Informati46
Condensed Financial Information of the Parent Company (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY [Abstract] | |
Schedule of balance sheets | As of December 31, 2014 2015 RMB RMB US$ (Note 2(d)) ASSETS Current assets Cash and cash equivalents 1,323,280 1,090,097 168,282 Amounts due from subsidiaries 18,000 3,468,022 535,370 Prepayments and other current assets 1,561 4,888 755 Total current assets 1,342,841 4,563,007 704,407 Intangible assets 607,669 93,808 Total assets 1,342,841 5,170,676 798,215 LIABILITIES AND EQUITY Current liabilities Accrued expenses and other current liabilities 16,723 664,420 102,568 Total current liabilities 16,723 664,420 102,568 Non-current liabilities Investments (income)/ deficit in subsidiaries and VIE (82,605 ) 1,185,106 182,949 Total n on-current liabilities (82,605 ) 1,185,106 182,949 Total liabilities (65,882 ) 1,849,526 285,517 Equity Ordinary shares (US$ 0.0001 1,000,000,000 780,000,000 120,000,000 100,000,000 188,435,922 82,487,876 105,948,046 286,970,892 269,597,392 17,373,500 121 181 28 Additional paid-in capital 2,298,727 5,482,367 846,332 Accumulated other comprehensive income/(loss) (21,081 ) 167,025 25,784 Accumulated deficit (869,044 ) (2,328,423 ) (359,446 ) Total Tuniu Corporation shareholders' equity 1,408,723 3,321,150 512,698 Total liabilities and equity 1,342,841 5,170,676 798,215 |
Schedule of statements of comprehensive loss | For the Years Ended December 31, 2013 2014 2015 US$ (Note 2(d)) Operating expenses Research and product development Sales and marketing General and administrative (4,027 ) (5,617 ) (19,016 ) (2,936 ) Share of loss of subsidiaries and affiliated entities (77,414 ) (446,159 ) (1,341,212 ) (207,047 ) Other operating income 415 Total operating expenses (81,441 ) (451,361 ) (1,360,228 ) (209,983 ) Loss from operations (81,441 ) (451,361 ) (1,360,228 ) (209,983 ) Other income/(expenses) Interest income 1,738 6,619 19,183 2,961 Foreign exchange gains/(losses),net 71 (3,116 ) (119,161 ) (18,395 ) Other income, net 827 128 Loss before income tax expense (79,632 ) (447,858 ) (1,459,379 ) (225,289 ) Net loss (79,632 ) (447,858 ) (1,459,379 ) (225,289 ) Deemed dividends to preferred shareholders (59,428 ) (15,606 ) Net loss attributable to ordinary shareholders (139,060 ) (463,464 ) (1,459,379 ) (225,289 ) Net loss (79,632 ) (447,858 ) (1,459,379 ) (225,289 ) Other comprehensive income/(loss) Foreign currency translation adjustment, net of nil tax (5,331 ) (1,358 ) 188,106 29,038 Comprehensive loss (84,963 ) (449,216 ) (1,271,273 ) (196,251 ) |
Schedule of statements of cash flows | For the Years Ended December 31, 2013 2014 2015 RMB RMB RMB US$ (Note 2(d)) Cash (used in) provided by operating activities (3,058 ) 2,636 645,364 99,627 Cash used in investing activities (93,595 ) (518,690 ) (3,434,719 ) (530,229 ) Cash provided by financing activities 306,360 1,540,397 2,442,860 377,113 Effect of exchange rate changes on cash and cash equivalents (5,250 ) (3,040 ) 113,312 17,492 Net increase /(decrease) in cash and cash equivalents 204,457 1,021,303 (233,183 ) (35,997 ) Cash and cash equivalents at the beginning of year 97,520 301,977 1,323,280 204,279 Cash and cash equivalents at the end of year 301,977 1,323,280 1,090,097 168,282 Supplemental disclosure of non-cash investing and financing activities Deemed dividends to preferred shareholders 59,428 15,606 Accrued issuance cost related to private placement 14,076 Accrual related to deferred initial public offering costs 2,127 Receivables related to exercise of stock option (1,020 ) (3,379 ) (522 ) |
Organization and Principal Ac47
Organization and Principal Activities (Schedule of Percentage of Legal Ownership in Principal Subsidiaries and Consolidated Affiliated Entities) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Nanjing Tuniu [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Economic interest held (as a percent) | 100.00% |
Shanghai Tuniu International Travel Service Co., Ltd. [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Economic interest held (as a percent) | 100.00% |
Nanjing Tuniu International Travel Service Co., Ltd. [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Economic interest held (as a percent) | 100.00% |
Beijing Tuniu International Travel Service Co., Ltd. [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Economic interest held (as a percent) | 100.00% |
Nanjing Tuzhilv Tickets Sales Co., Ltd. [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Economic interest held (as a percent) | 100.00% |
Tianjin Classic Holiday International Travel Agency Co., Ltd. [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Economic interest held (as a percent) | 100.00% |
Zhejiang Zhongshan International Agency Co., Ltd. [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Economic interest held (as a percent) | 100.00% |
Beijing Global Tour International Travel Service Co., Ltd. [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Economic interest held (as a percent) | 75.02% |
Tuniu Insurance Brokers Co., Ltd. [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Economic interest held (as a percent) | 100.00% |
Beijing Hengxin International Travel Agency Co., Ltd. [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Economic interest held (as a percent) | 80.00% |
Tuniu (HK) Limited [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Equity interest held (as a percent) | 100.00% |
Tuniu (Nanjing) Information Technology Co., Ltd. [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Equity interest held (as a percent) | 100.00% |
Beijing Tuniu [Member] | |
Significant consolidated subsidiaries and the consolidated Affiliated Entities [Line Items] | |
Equity interest held (as a percent) | 100.00% |
Principal Accounting Policies48
Principal Accounting Policies (Narrative - Principles of Consolidation) (Details) ¥ in Thousands, $ in Thousands | Sep. 17, 2008CNY (¥) | Mar. 31, 2014CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) |
Principles of Consolidation [Line Items] | |||||||
Accumulated deficit | ¥ (869,044) | ¥ (405,580) | $ (359,446) | ¥ (2,328,423) | |||
The Affiliated Entities [Member] | |||||||
Principles of Consolidation [Line Items] | |||||||
Accumulated deficit | ¥ 1,348,000 | ||||||
Nanjing Tuniu [Member] | Purchase Option Agreement [Member] | Beijing Tuniu [Member] | |||||||
Principles of Consolidation [Line Items] | |||||||
Value of equity interest | ¥ 1,800 | ¥ 2,430 | |||||
Equity interest purchase option term | 10 years | ||||||
Nanjing Tuniu [Member] | Cooperation Agreement [Member] | Beijing Tuniu [Member] | |||||||
Principles of Consolidation [Line Items] | |||||||
Monthly service fees as percentage of profits from agreement | 100.00% | ||||||
Number of consecutive years of not able to provide technology consulting and services as the agreement | 3 years | ||||||
Consolidated affiliated entities [Member] | Cooperation Agreement [Member] | |||||||
Principles of Consolidation [Line Items] | |||||||
Technology consulting and service fees received | ¥ 42,367 | ¥ 20,535 | ¥ 22,587 |
Principal Accounting Policies49
Principal Accounting Policies (Schedule of Consolidated Financial Information) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014USD ($) | Dec. 31, 2014CNY (¥) | Dec. 31, 2012CNY (¥) | |
Current assets | ||||||||
Cash and cash equivalents | $ 324,372 | ¥ 419,403 | ¥ 2,101,217 | $ 25,034 | ¥ 1,457,722 | ¥ 299,238 | ||
Restricted cash | 52,332 | 338,997 | 44,030 | |||||
Short-term investments | 189,326 | 1,226,415 | 468,570 | |||||
Accounts receivable, net | 17,483 | 113,252 | 8,008 | |||||
Intercompany receivable | 9,263 | 60,004 | 637 | |||||
Prepayments and other current assets | 262,353 | 1,699,468 | 575,297 | |||||
Total current assets | 855,129 | 5,539,353 | 2,554,264 | |||||
Non-current assets | ||||||||
Property and equipment, net | 22,414 | 145,190 | 72,310 | |||||
Intangible assets, net | 110,462 | 715,548 | ¥ 3,075 | |||||
Goodwill | 21,083 | 136,569 | ||||||
Other non-current assets | 100,261 | 649,481 | ¥ 15,368 | |||||
Total non-current assets | 254,220 | 1,646,788 | 90,753 | |||||
Total assets | 1,109,349 | 7,186,141 | 2,645,017 | |||||
Current liabilities (including current liabilities of the Affiliated Entities without recourse to the Company amounting to RMB1,168,078 and RMB3,325,804, as of December 31, 2014 and December 31, 2015, respectively): | ||||||||
Accounts payable | 118,452 | 767,307 | 382,705 | |||||
Salary and welfare payable | 22,753 | 147,389 | 78,739 | |||||
Taxes payable | 1,301 | 8,429 | 3,884 | |||||
Advances from customers | 188,847 | 1,223,313 | ¥ 638,828 | |||||
Intercompany payables | 4,440 | 28,762 | ||||||
Accrued expenses and other current liabilities | 249,380 | 1,615,433 | ¥ 109,860 | |||||
Total current liabilities | 585,173 | 3,790,633 | 1,214,016 | |||||
Non-current liabilities | 8,920 | 57,785 | 22,278 | |||||
Total liabilities | 594,093 | 3,848,418 | 1,236,294 | |||||
Net revenues | 1,180,224 | ¥ 7,645,260 | ¥ 3,534,939 | ¥ 1,949,687 | ||||
Net loss | (225,289) | (1,459,379) | (447,858) | (79,632) | ||||
Net cash provided by/(used in) operating activities | (79,462) | (514,735) | (271,102) | 116,736 | ||||
Net cash provided by/(used in) investing activities | (295,651) | (1,915,168) | (227,923) | (304,218) | ||||
The Affiliated Entities [Member] | ||||||||
Current assets | ||||||||
Cash and cash equivalents | 58,181 | 376,883 | 102,356 | |||||
Restricted cash | 21,457 | 138,997 | 44,030 | |||||
Short-term investments | 77,094 | 499,402 | 100,000 | |||||
Accounts receivable, net | 18,011 | 116,669 | 8,645 | |||||
Intercompany receivable | 20,214 | 130,945 | 65,474 | |||||
Prepayments and other current assets | 216,573 | 1,402,919 | 566,731 | |||||
Total current assets | 411,530 | 2,665,815 | 887,236 | |||||
Non-current assets | ||||||||
Property and equipment, net | 11,205 | 72,582 | 22,600 | |||||
Intangible assets, net | 15,457 | 100,125 | ¥ 1,975 | |||||
Goodwill | 21,083 | 136,569 | ||||||
Other non-current assets | 49,925 | 323,403 | ¥ 14,290 | |||||
Total non-current assets | 97,670 | 632,679 | 38,865 | |||||
Total assets | 509,200 | 3,298,494 | 926,101 | |||||
Current liabilities (including current liabilities of the Affiliated Entities without recourse to the Company amounting to RMB1,168,078 and RMB3,325,804, as of December 31, 2014 and December 31, 2015, respectively): | ||||||||
Accounts payable | 159,966 | 1,036,226 | 373,464 | |||||
Salary and welfare payable | 18,999 | 123,071 | 66,075 | |||||
Taxes payable | 1,029 | 6,668 | 2,079 | |||||
Advances from customers | 188,847 | 1,223,313 | 638,803 | |||||
Intercompany payables | 194,989 | 1,263,100 | 52,114 | |||||
Accrued expenses and other current liabilities | 144,575 | 936,526 | 87,657 | |||||
Total current liabilities | 708,405 | 4,588,904 | ¥ 1,220,192 | |||||
Non-current liabilities | 6,136 | 39,750 | ||||||
Total liabilities | 714,541 | ¥ 4,628,654 | ¥ 1,220,192 | |||||
Net revenues | 1,197,307 | 7,755,914 | 3,736,473 | 1,937,485 | ||||
Net loss | (162,353) | (1,051,691) | (128,299) | (39,597) | ||||
Net cash provided by/(used in) operating activities | (13,477) | (87,299) | (51,446) | 161,148 | ||||
Net cash provided by/(used in) investing activities | (212,247) | (1,374,894) | 72,161 | ¥ (201,058) | ||||
Net cash provided by financing activities | $ 268,103 | ¥ 1,736,720 | ¥ 700 |
Principal Accounting Policies50
Principal Accounting Policies (Narrative - Liquidity, Functional Currency and Foreign Currency Translation, Short-term Investments, Accounts Receivable, Capitalized Software Development Cost (Details) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | |
Liquidity | |||||
Net loss | $ (225,289) | ¥ (1,459,379,000) | ¥ (447,858,000) | ¥ (79,632,000) | |
Net cash provided by/(used in) operating activities | (79,462) | ¥ (514,735,000) | (271,102,000) | 116,736,000 | |
Accumulated deficit | $ (359,446) | (869,044,000) | (405,580,000) | ¥ (2,328,423,000) | |
Period for which cash, cash equivalents, short-term investments and cash generated from operations will be sufficient to meet working capital requirements and capital expenditures in the ordinary course of business | 12 months | 12 months | |||
Functional Currency and Foreign Currency Translation | |||||
Exchange rate | 6.4778 | 6.4778 | |||
Short-term Investments | |||||
Other-than-temporary impairment of short-term investments | ¥ 0 | 0 | 0 | ||
Accounts Receivable | |||||
Allowance for doubtful accounts | 0 | ¥ 0 | |||
Property and Equipment [Line Items] | |||||
Unamortized amount | $ 22,414 | 72,310,000 | 145,190,000 | ||
Software [Member] | |||||
Property and Equipment [Line Items] | |||||
Cost capitalized | 7,572,000 | 6,837,000 | 980,000 | ||
Amortization expense | ¥ 2,212,000 | ¥ 727,000 | ¥ 74,000 | ||
Unamortized amount | ¥ 12,376,000 |
Principal Accounting Policies51
Principal Accounting Policies (Schedule of Estimated Useful Lives of Property and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Computers and equipment [Member] | |
Property and Equipment [Line Items] | |
Estimated useful life | 3 years |
Building [Member] | Minimum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful life | 16 years |
Building [Member] | Maximum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful life | 17 years |
Furniture and fixtures [Member] | Minimum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and fixtures [Member] | Maximum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful life | 5 years |
Vehicles [Member] | Minimum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful life | 5 years |
Software [Member] | |
Property and Equipment [Line Items] | |
Estimated useful life | 5 years |
Leasehold improvements [Member] | Minimum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful life | 1 year |
Leasehold improvements [Member] | Maximum [Member] | |
Property and Equipment [Line Items] | |
Estimated useful life | 9 years |
Principal Accounting Policies52
Principal Accounting Policies (Narrative - Intangible Assets) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Intangible assets, net [Line Items] | |||
Impairment of intangible assets | ¥ 0 | ¥ 0 | ¥ 0 |
Computer software [Member] | |||
Intangible assets, net [Line Items] | |||
Estimated useful lives | 3 years | ||
Separately identifiable intangible assets arising from acquisitions and business cooperation agreement [Member] | Minimum [Member] | |||
Intangible assets, net [Line Items] | |||
Estimated useful lives | 3 years 6 months | ||
Separately identifiable intangible assets arising from acquisitions and business cooperation agreement [Member] | Maximum [Member] | |||
Intangible assets, net [Line Items] | |||
Estimated useful lives | 20 years |
Principal Accounting Policies53
Principal Accounting Policies (Narrative - Goodwill, Revenue Recognition, Cost of Revenues, Leases, Share-based compensation) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | |
Revenue Recognition | |||||
Minimum maturity period for yield enhancement products | 3 months | 3 months | |||
Maximum maturity period for yield enhancement products | 2 years | 2 years | |||
Maximum maturity period for new yield enhancement products | 1 year | 1 year | |||
Yield enhancement products purchased by the Group, current portion | $ 62,905 | ¥ 407,487 | |||
Yield enhancement products purchased by the Group, non-current portion | 46,353 | 300,267 | |||
Interest revenue | ¥ 8,740 | ||||
Yield enhancement products held by the individual investors, current portion | 90,949 | 589,151 | |||
Interest cost | 8,082 | ||||
Liabilities recorded related to membership points and cash rewards | $ 5,346 | ¥ 14,764 | 34,633 | ||
Cost of Revenues | |||||
Losses of committed tour reservations | 17,780 | 4,134 | ¥ 6,682 | ||
Advertising Expenses | |||||
Advertising expense | 899,015 | 379,205 | ¥ 103,142 | ||
Leases | |||||
Deferred rent ,current liabilities | 4,244 | 16,741 | |||
Deferred rent ,non-current liabilities | ¥ 22,278 | ¥ 18,035 | |||
Goodwill | |||||
Impairment loss | ¥ 0 | ||||
2008 Plan [Member] | |||||
Share-based compensation [Line Items] | |||||
Award service period | 4 years | 4 years | |||
Terminate period prior to the occurrence of an exercisable event | 3 months | 3 months |
Principal Accounting Policies54
Principal Accounting Policies (Schedule of Classification of Share-based Compensation Expense) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Share-based compensation [Line Items] | ||||
Share-based compensation expense | $ 10,056 | ¥ 65,143 | ¥ 39,173 | |
Cost of revenue [Member] | ||||
Share-based compensation [Line Items] | ||||
Share-based compensation expense | 121 | 784 | 800 | |
Research and product development [Member] | ||||
Share-based compensation [Line Items] | ||||
Share-based compensation expense | 546 | 3,538 | 1,972 | |
Sales and marketing [Member] | ||||
Share-based compensation [Line Items] | ||||
Share-based compensation expense | 175 | 1,136 | 857 | |
General and administrative [Member] | ||||
Share-based compensation [Line Items] | ||||
Share-based compensation expense | $ 9,214 | ¥ 59,685 | ¥ 35,544 |
Principal Accounting Policies55
Principal Accounting Policies (Narrative - Employee Benefits, Government Subsidies, Segment Reporting, Deferred offering costs (Details) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2015CNY (¥)item | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Employee Benefits | |||
Employee benefit expenses | ¥ 131,291 | ¥ 50,617 | ¥ 24,058 |
Government Subsidies | |||
Government subsidies | ¥ 12,175 | ¥ 6,902 | ¥ 1,689 |
Segment Reporting | |||
Number of reportable segments | item | 1 |
Risks and Concentration (Summar
Risks and Concentration (Summary of Customers with Greater Than 10% of Accounts Receivables) (Details) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Accounts receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | ||
Credit and Concentration Risks [Line Items] | ||
Percentage of revenue by major customer | 13.30% | 26.00% |
Business acquisition (Narrative
Business acquisition (Narrative) (Details) ¥ in Thousands | 1 Months Ended | 12 Months Ended |
Jul. 31, 2015CNY (¥) | Dec. 31, 2015CNY (¥)item | |
Business acquisition [Line Items] | ||
Reduction of additional paid-in capital | ¥ 1,496 | |
Travel agencies [Member] | ||
Business acquisition [Line Items] | ||
Number of offline travel agencies acquired | item | 4 | |
Total purchase price | ¥ 117,997 | |
Cash consideration | 102,662 | |
Fair value of contingent cash consideration to be made based on the achievement of certain revenue and profit target | 15,335 | |
Total unpaid consideration | ¥ 39,471 | |
Number of travel agencies, whose preliminary allocation of the purchase price was made | item | 2 | |
Travel agencies [Member] | Minimum [Member] | ||
Business acquisition [Line Items] | ||
Period used to measure achievement of certain revenue and profit target for contingent cash consideration payment | 3 years | |
Travel agencies [Member] | Maximum [Member] | ||
Business acquisition [Line Items] | ||
Period used to measure achievement of certain revenue and profit target for contingent cash consideration payment | 4 years | |
Offline travel agency, one [Member] | ||
Business acquisition [Line Items] | ||
Equity interests acquired | 90.00% | |
Additional equity interests acquired | 10.00% | |
Consideration transferred for acquisition of additional interest | ¥ 1,496 | |
Reduction of additional paid-in capital | ¥ 683 | |
Offline travel agency, two [Member] | ||
Business acquisition [Line Items] | ||
Equity interests acquired | 100.00% | |
Offline travel agency, three [Member] | ||
Business acquisition [Line Items] | ||
Equity interests acquired | 75.02% | |
Offline travel agency, four [Member] | ||
Business acquisition [Line Items] | ||
Equity interests acquired | 80.00% | |
Other acquisition [Member] | ||
Business acquisition [Line Items] | ||
Equity interests acquired | 100.00% | |
Total purchase price | ¥ 8,645 | |
Total unpaid consideration | ¥ 2,645 |
Business acquisition (Summary o
Business acquisition (Summary of Fair Values of Assets Acquired and Liabilities Assumed) (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Jul. 31, 2015CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014USD ($) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Fair values of the assets acquired and liabilities assumed: | |||||||
Goodwill | $ 21,083 | ¥ 136,569 | |||||
Software [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Estimated useful lives | 3 years | ||||||
Travel agencies [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Net liabilities | (57,032) | ||||||
Goodwill | 132,819 | ||||||
Deferred tax liability | (20,778) | ||||||
Noncontrolling interest | (20,122) | ||||||
Total considerations | 117,997 | ||||||
Cash acquired | ¥ 24,000 | ||||||
Travel agencies [Member] | Travel licenses [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Intangible assets | 25,100 | ||||||
Estimated useful lives | 20 years | ||||||
Travel agencies [Member] | Customer relationship [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Intangible assets | 13,596 | ||||||
Travel agencies [Member] | Customer relationship [Member] | Minimum [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Estimated useful lives | 14 years 3 months | ||||||
Travel agencies [Member] | Customer relationship [Member] | Maximum [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Estimated useful lives | 14 years 6 months | ||||||
Travel agencies [Member] | Trade names [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Intangible assets | 39,619 | ||||||
Travel agencies [Member] | Trade names [Member] | Minimum [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Estimated useful lives | 7 years | ||||||
Travel agencies [Member] | Trade names [Member] | Maximum [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Estimated useful lives | 14 years | ||||||
Travel agencies [Member] | Software [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Intangible assets | 3,013 | ||||||
Estimated useful lives | 5 years | ||||||
Travel agencies [Member] | Non-compete agreement [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Intangible assets | ¥ 1,782 | ||||||
Travel agencies [Member] | Non-compete agreement [Member] | Minimum [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Estimated useful lives | 3 years 6 months | ||||||
Travel agencies [Member] | Non-compete agreement [Member] | Maximum [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Estimated useful lives | 5 years 3 months | ||||||
Other acquisition [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Net liabilities | ¥ (355) | ||||||
Goodwill | 3,750 | ||||||
Deferred tax liability | (1,750) | ||||||
Total considerations | 8,645 | ||||||
Other acquisition [Member] | Software [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Intangible assets | ¥ 5,960 | ||||||
Estimated useful lives | 6 years | ||||||
Other acquisition [Member] | Non-compete agreement [Member] | |||||||
Fair values of the assets acquired and liabilities assumed: | |||||||
Intangible assets | ¥ 1,040 | ||||||
Estimated useful lives | 6 years |
Transaction with JD.com, Inc.59
Transaction with JD.com, Inc. (Narrative) (Details) - May. 08, 2015 ¥ in Millions, $ in Millions | USD ($)shares | CNY (¥)shares |
Share subscription agreement [Member] | ||
Transaction with JD.com, Inc. [Line Items] | ||
Agreement period | 5 years | 5 years |
Business Cooperation Agreement [Member] | ||
Transaction with JD.com, Inc. [Line Items] | ||
Agreement period | 5 years | 5 years |
Share subscription agreement and Business Cooperation Agreement [Member] | Class A ordinary shares [Member] | ||
Transaction with JD.com, Inc. [Line Items] | ||
Ordinary shares issued | 65,625,000 | 65,625,000 |
Cash consideration of ordinary shares issued | $ 250 | ¥ 1,528.2 |
Transaction with JD.com, Inc.60
Transaction with JD.com, Inc. (Summary of Fair Value About Acquired Intangible Assets) (Details) - Business Cooperation Agreement [Member] ¥ in Thousands | May. 08, 2015CNY (¥) |
Transaction with JD.com, Inc. [Line Items] | |
Acquired intangible assets | ¥ 660,215 |
Exclusive operation right of leisure travel channel [Member] | |
Transaction with JD.com, Inc. [Line Items] | |
Acquired intangible assets | ¥ 405,406 |
Estimated useful lives | 5 years |
Preferred partnership of hotel and air ticket reservation service [Member] | |
Transaction with JD.com, Inc. [Line Items] | |
Acquired intangible assets | ¥ 1,431 |
Estimated useful lives | 5 years |
Internet traffic support [Member] | |
Transaction with JD.com, Inc. [Line Items] | |
Acquired intangible assets | ¥ 139,358 |
Estimated useful lives | 5 years |
Marketing support [Member] | |
Transaction with JD.com, Inc. [Line Items] | |
Acquired intangible assets | ¥ 114,020 |
Estimated useful lives | 5 years |
Prepayments and other current61
Prepayments and other current assets (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) |
Prepayments and other current assets [Abstract] | |||
Prepayments to suppliers | $ 169,181 | ¥ 1,095,918 | ¥ 498,298 |
Interest income receivable | 4,072 | 26,376 | 6,510 |
Prepayment for advertising expenses | 14,255 | 92,339 | ¥ 53,664 |
Yield enhancement products from Exchange and trust companies | 62,905 | 407,487 | |
Others | 11,940 | 77,348 | ¥ 16,825 |
Total | $ 262,353 | ¥ 1,699,468 | ¥ 575,297 |
Property and equipment, net (De
Property and equipment, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | |
Property and equipment, net [Line Items] | |||||
Property and equipment, gross | $ 31,336 | ¥ 105,908 | ¥ 202,990 | ||
Less: Accumulated depreciation | (9,770) | (36,542) | (63,287) | ||
Property and equipment subject to depreciation | 21,566 | 69,366 | 139,703 | ||
Construction in progress | 848 | 2,944 | 5,487 | ||
Property and equipment, net | 22,414 | 72,310 | 145,190 | ||
Depreciation expenses | 4,329 | ¥ 28,041 | 10,869 | ¥ 8,764 | |
Computers and equipment [Member] | |||||
Property and equipment, net [Line Items] | |||||
Property and equipment, gross | 13,758 | 43,961 | 89,127 | ||
Leasehold improvements [Member] | |||||
Property and equipment, net [Line Items] | |||||
Property and equipment, gross | 11,084 | ¥ 43,684 | 71,800 | ||
Buildings [Member] | |||||
Property and equipment, net [Line Items] | |||||
Property and equipment, gross | 398 | 2,578 | |||
Furniture and fixtures [Member] | |||||
Property and equipment, net [Line Items] | |||||
Property and equipment, gross | 2,390 | ¥ 6,343 | 15,479 | ||
Vehicles [Member] | |||||
Property and equipment, net [Line Items] | |||||
Property and equipment, gross | 24 | 156 | |||
Software [Member] | |||||
Property and equipment, net [Line Items] | |||||
Property and equipment, gross | $ 3,682 | ¥ 11,920 | 23,850 | ||
Property and equipment, net | ¥ 12,376 |
Intangible assets, net (Schedul
Intangible assets, net (Schedule of Intangible assets, Net) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015CNY (¥) | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | |
Intangible assets, net [Line Items] | ||||
Subtotal | $ 119,846 | ¥ 776,333 | ¥ 6,258 | |
Less: Accumulated amortization | (9,384) | (60,785) | (3,183) | |
Total | 110,462 | 715,548 | 3,075 | |
Travel license [Member] | ||||
Intangible assets, net [Line Items] | ||||
Subtotal | 4,509 | 29,206 | ¥ 4,313 | |
Insurance agency license [Member] | ||||
Intangible assets, net [Line Items] | ||||
Subtotal | 1,807 | 11,711 | ||
Total consideration to acquire insurance agency license | ¥ 58,720 | |||
Amortization period | 20 years | |||
Software [Member] | ||||
Intangible assets, net [Line Items] | ||||
Subtotal | 2,959 | 19,164 | ¥ 1,945 | |
Trade names [Member] | ||||
Intangible assets, net [Line Items] | ||||
Subtotal | 6,116 | 39,619 | ||
Business Cooperation Agreements [Member] | ||||
Intangible assets, net [Line Items] | ||||
Subtotal | 101,920 | 660,215 | ||
Customer relationship [Member] | ||||
Intangible assets, net [Line Items] | ||||
Subtotal | 2,099 | 13,596 | ||
Non-compete agreements [Member] | ||||
Intangible assets, net [Line Items] | ||||
Subtotal | $ 436 | ¥ 2,822 |
Intangible assets, net (Sched64
Intangible assets, net (Schedule of Annual Estimated Amortization Expense for Intangible Assets) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥) | |
Intangible assets, net [Abstract] | |||||
Amortization expenses for intangible assets | $ 8,924 | ¥ 57,810 | ¥ 984 | ¥ 482 | |
Amortization for Intangible Assets | |||||
2,016 | 21,964 | ¥ 142,280 | |||
2,017 | 21,821 | 141,355 | |||
2,018 | 21,807 | 141,259 | |||
2,019 | 21,744 | 140,851 | |||
2,020 | 13,482 | 87,336 | |||
Thereafter | 9,644 | 62,467 | |||
Total | $ 110,462 | ¥ 3,075 | ¥ 715,548 |
Goodwill (Details)
Goodwill (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | |
Changes in the carrying amount of goodwill | |||
Balance at the beginning of year | |||
Increase in goodwill related to acquisitions | $ 21,083 | ¥ 136,569 | |
Accumulated impairment loss | 0 | ||
Balance at the end of year | $ 21,083 | ¥ 136,569 |
Other non-current assets (Detai
Other non-current assets (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | |
Other non-current assets [Abstract] | ||||
Prepayment to suppliers - HNA | $ 50,123 | ¥ 324,680 | ||
Yield enhancement products from Exchange and trust companies | 46,353 | 300,267 | ||
Other long term assets | 3,785 | 24,534 | ¥ 15,368 | |
Balance at the end of year | 100,261 | 649,481 | ¥ 15,368 | |
Minimum amount of products and services acquired from HNA | $ 100,000 | ¥ 649,400 | ||
Period for products and services from HNA | 2 years | 2 years | ||
Prepayment to suppliers, current | $ 50,000 | ¥ 324,700 |
Accrued expenses and other cu67
Accrued expenses and other current liabilities (Summary of Accrued Expenses and Other Current Liabilities) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) |
Accrued expenses and other current liabilities [Abstract] | |||
Deposits from customers | $ 4,827 | ¥ 31,269 | ¥ 27,807 |
Deposit from HNA | 100,244 | 649,360 | |
Payable for business acquisition | 4,134 | 26,781 | |
Accrued liabilities related to customers incentive program | 5,346 | 34,633 | ¥ 14,764 |
Accrued professional service fees | 1,910 | 12,373 | 18,361 |
Accrued advertising expenses | 8,690 | 56,293 | ¥ 12,455 |
Amount due to the individual investors of yield enhancement products | 90,949 | 589,151 | |
Notes payable | 10,806 | 70,000 | |
Advanced payment from banks | 3,331 | 21,575 | ¥ 11,036 |
Others | 19,143 | 123,998 | 25,437 |
Total | $ 249,380 | ¥ 1,615,433 | ¥ 109,860 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) ¥ in Thousands | Jan. 01, 2008 | Dec. 31, 2015CNY (¥) | Dec. 31, 2014USD ($) | Dec. 31, 2013 | Dec. 31, 2015CNY (¥) |
Income taxes [Line Items] | |||||
Income tax rate (as a percent) | 25.00% | 25.00% | 25.00% | ||
Net operating loss carryforwards | ¥ 1,836,436 | ¥ 1,836,436 | |||
Net operating loss carryforwards will start to expire in 2015 | ¥ 39,069 | ¥ 39,069 | |||
Cayman [Member] | |||||
Income taxes [Line Items] | |||||
Withholding income tax | $ | $ 0 | ||||
Hong Kong [Member] | |||||
Income taxes [Line Items] | |||||
Income tax rate (as a percent) | 16.50% | ||||
PRC [Member] | |||||
Income taxes [Line Items] | |||||
Withholding tax rate (as a percent) | 25.00% | ||||
Withholding tax rate on dividends distributed by a FIE (as a percent) | 10.00% | ||||
Maximum withholding tax rate, if 25% or more shares of the FIE in a PRC-resident enterprise is held by the immediate holding entity, Hong Kong tax resident (as a percent) | 5.00% | ||||
Minimum percentage of equity interest in a PRC-resident enterprise to be held by a qualified Hong Kong tax resident for reduced withholding tax rate | 25.00% | ||||
Carryforward period for net operating losses | 5 years | ||||
PRC [Member] | Nanjing Tuniu [Member] | |||||
Income taxes [Line Items] | |||||
HNTE certificate valid period after awarded | 3 years | ||||
Preferential tax rate (as a percent) | 15.00% | ||||
Tax exemption period followings the first profitable year | 2 years | ||||
Reduction in tax rate for three years following the exemptions period (as a percent) | 50.00% | ||||
Period for reduction in tax percentage | 3 years |
Income Taxes (Schedule of Recon
Income Taxes (Schedule of Reconciliation between Effective Income Tax Rate and PRC Statutory Income tax Rate) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation between the statutory EIT rate and the effective tax rate | |||
PRC Statutory income tax rates (as a percent) | 25.00% | 25.00% | 25.00% |
Change in valuation allowance (as a percent) | (22.50%) | (22.40%) | (20.10%) |
Permanent book - tax difference (as a percent) | (0.10%) | (12.10%) | (4.90%) |
Difference in EIT rates of certain subsidiaries (as a percent) | (3.10%) | 0.00% | 0.00% |
Effect of tax holiday (as a percent) | 0.70% | 9.50% | |
Total (as a percent) | 0.00% | 0.00% | 0.00% |
Income Taxes (Schedule of Aggre
Income Taxes (Schedule of Aggregate Amount and Per Share Effect of Tax Holidays) (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2015CNY (¥)¥ / shares | Dec. 31, 2014CNY (¥)¥ / shares | Dec. 31, 2013CNY (¥)¥ / shares | |
Aggregate amount and per share effect of the tax holidays | ||||
Aggregate amount | $ (1,540) | ¥ (9,974) | ¥ (42,567) | |
Basic net loss per share effect | (per share) | $ (0.01) | ¥ (0.04) | ¥ (0.40) | |
Diluted net loss per share effect | (per share) | $ (0.01) | ¥ (0.04) | ¥ (0.40) |
Income Taxes (Schedule of Signi
Income Taxes (Schedule of Significant Components of Deferred Tax Assets and Liabilities) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) |
Non-current deferred tax assets: | |||
Accruals and others | $ 3,360 | ¥ 21,765 | ¥ 16,298 |
Net operating loss carry forwards | 70,874 | 459,109 | 133,593 |
Carryforwards of un-deducted advertising expenses | 5 | 31 | 926 |
Subtotal | 74,239 | 480,905 | 150,817 |
Less: valuation allowance | $ (74,239) | ¥ (480,905) | ¥ (150,817) |
Total non-current deferred tax assets, net | |||
Non-current deferred tax liabilities: [Abstract] | |||
Recognition of intangible assets arisen from business combination | $ (3,769) | ¥ (24,415) | |
Total non-current deferred tax assets, net | $ (3,769) | ¥ (24,415) |
Income Taxes (Schedule of Movem
Income Taxes (Schedule of Movement of Valuation Allowance) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Movement of valuation allowance | ||||
Balance as the beginning of the year | $ 23,282 | ¥ 150,817 | ¥ 46,121 | ¥ 34,315 |
Additions | 51,265 | 332,086 | ¥ 112,421 | ¥ 11,806 |
Written off for expiration of net operating losses | $ (308) | ¥ (1,998) | ||
Utilization of previously unrecognized tax losses and un-deductible advertising expenses | ¥ (7,725) | |||
Balance as the end of the year | $ 74,239 | ¥ 480,905 | ¥ 150,817 | ¥ 46,121 |
Ordinary Shares (Details)
Ordinary Shares (Details) ¥ in Thousands | Nov. 20, 2015USD ($)shares | May. 08, 2015USD ($)shares | May. 08, 2015CNY (¥)shares | May. 08, 2015CNY (¥) | Dec. 15, 2014USD ($)shares | Dec. 15, 2014CNY (¥)shares | Feb. 13, 2014item | May. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2015USD ($)shares | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014CNY (¥)shares | Dec. 31, 2013CNY (¥) | May. 09, 2014shares |
Class of Stock [Line Items] | ||||||||||||||
Conversion ratio for convertible preferred shares | 1 | |||||||||||||
Ordinary shares, shares issued | shares | 188,435,922 | 286,970,892 | 286,970,892 | 188,435,922 | ||||||||||
Proceeds from the private placement, net of issuance cost | $ 375,162,000 | ¥ 2,430,223 | ¥ 905,590 | |||||||||||
Business Cooperation Agreement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Fair value of acquired intangible assets | ¥ 660,215 | ¥ 660,215 | ||||||||||||
Class A ordinary shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of voting rights to holders of each share of common stock | item | 1 | |||||||||||||
Ordinary shares, shares issued | shares | 82,487,876 | 269,597,392 | 269,597,392 | 82,487,876 | ||||||||||
Class B ordinary shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Number of voting rights to holders of each share of common stock | item | 10 | |||||||||||||
Ordinary shares, shares issued | shares | 105,948,046 | 17,373,500 | 17,373,500 | 105,948,046 | ||||||||||
Initial public offering [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance costs | ¥ 22,732 | |||||||||||||
Total consideration amount | 632,472 | |||||||||||||
Initial public offering [Member] | Additional paid-in capital [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Total consideration amount | 632,449 | |||||||||||||
Initial public offering [Member] | DCM Hybrid RMB Fund, L.P. [Member] | Class A ordinary shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Ordinary shares, shares issued | shares | 5,000,000 | |||||||||||||
Initial public offering [Member] | Qihoo 360 Technology Co. Ltd. [Member] | Class A ordinary shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Ordinary shares, shares issued | shares | 1,666,666 | |||||||||||||
Initial public offering [Member] | Ctrip [Member] | Class A ordinary shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Ordinary shares, shares issued | shares | 5,000,000 | |||||||||||||
Private Placement [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance costs | ¥ 1,078 | 14,279 | ||||||||||||
Total consideration amount | 3,104,514 | 891,513 | ||||||||||||
Private Placement [Member] | Additional paid-in capital [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Total consideration amount | ¥ 3,104,457 | ¥ 891,491 | ||||||||||||
Private Placement [Member] | Business Cooperation Agreement [Member] | Additional paid-in capital [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Total consideration amount | ¥ 3,104,457 | |||||||||||||
Private Placement [Member] | Class A ordinary shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of ordinary shares,net of issuance costs (in shares) | shares | 90,909,091 | 93,750,000 | 93,750,000 | 36,812,868 | 36,812,868 | |||||||||
Proceeds from the private placement, net of issuance cost | $ 500,000,000 | $ 400,000,000 | ¥ 2,445,000 | $ 148,000,000 | ¥ 905,792 | |||||||||
Issuance costs | ¥ 1,078 | ¥ 14,279 | ||||||||||||
Private Placement [Member] | Ctrip [Member] | Class A ordinary shares [Member] | ||||||||||||||
Class of Stock [Line Items] | ||||||||||||||
Issuance of ordinary shares,net of issuance costs (in shares) | shares | 3,750,000 | 3,731,034 | ||||||||||||
Proceeds from the private placement, net of issuance cost | $ | $ 20,000,000 | $ 15,000,000 |
Share-based Compensation Expe74
Share-based Compensation Expenses (Narrative) (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Dec. 08, 2014shares | May. 15, 2014USD ($)$ / sharesshares | May. 15, 2014CNY (¥)shares | Dec. 31, 2012shares | Dec. 31, 2015USD ($)item$ / sharesshares | Dec. 31, 2015CNY (¥)itemshares | Dec. 31, 2014$ / shares | Dec. 31, 2014CNY (¥) | Dec. 31, 2013$ / shares | Dec. 31, 2013CNY (¥) | Dec. 31, 2015CNY (¥)shares |
Stock options [Member] | |||||||||||
Share-based Compensation Expenses [Line Items] | |||||||||||
Unrecognized compensation expense | $ 46,546 | ¥ 301,518 | |||||||||
Recognition period for unrecognized compensation cost | 3 years 1 month 24 days | 3 years 1 month 24 days | |||||||||
Employees share options | |||||||||||
Share-based Compensation Expenses [Line Items] | |||||||||||
Granted (in shares) | shares | 576,000 | 576,000 | |||||||||
Granted (in dollars per share) | $ / shares | $ 5 | ||||||||||
Granted (in dollars per share) | $ / shares | $ 3 | ||||||||||
Incremental compensation expense | $ 276 | ¥ 1,698 | |||||||||
Restricted shares [Member] | |||||||||||
Share-based Compensation Expenses [Line Items] | |||||||||||
Total intrinsic value of shares vested | $ 261 | ¥ 1,694 | ¥ 1,011 | ||||||||
Unrecognized compensation expense other than options | $ 883 | ¥ 5,723 | |||||||||
Recognition period for unrecognized compensation cost | 3 years 1 month 24 days | 3 years 1 month 24 days | |||||||||
2008 Plan [Member] | |||||||||||
Share-based Compensation Expenses [Line Items] | |||||||||||
Maximum number of shares to be granted | shares | 11,500,000 | 11,500,000 | |||||||||
Additional number of shares available for issuance under the plan | shares | 18,375,140 | ||||||||||
Contractual term | 6 years | 6 years | |||||||||
Vesting period | 4 years | 4 years | |||||||||
Number of equal monthly installments for remaining vest | item | 36 | 36 | |||||||||
Share-based compensation expense recognized if an exercisable event ocurred | ¥ | ¥ 65,143 | 39,173 | |||||||||
2008 Plan [Member] | Vesting upon first anniversary of the date of grant [Member] | |||||||||||
Share-based Compensation Expenses [Line Items] | |||||||||||
Vesting percentage | 25.00% | 25.00% | |||||||||
2008 Plan [Member] | Stock options [Member] | |||||||||||
Share-based Compensation Expenses [Line Items] | |||||||||||
Granted (in shares) | shares | 2,159,812 | 14,369,000 | 14,369,000 | ||||||||
Granted (in dollars per share) | $ / shares | $ 4.78 | ||||||||||
Granted (in dollars per share) | $ / shares | $ 2.40 | $ 3.57 | $ 0.90 | ||||||||
Total intrinsic value of options exercised | $ 23,206 | ¥ 150,325 | 68,094 | ||||||||
Total fair value of share options vested | $ 7,732 | ¥ 50,089 | ¥ 23,849 | ¥ 8,341 | |||||||
2008 Plan [Member] | Stock options [Member] | Minimum [Member] | |||||||||||
Share-based Compensation Expenses [Line Items] | |||||||||||
Vesting period | 6 years | ||||||||||
2008 Plan [Member] | Stock options [Member] | Maximum [Member] | |||||||||||
Share-based Compensation Expenses [Line Items] | |||||||||||
Vesting period | 10 years | ||||||||||
2014 Plan [Member] | |||||||||||
Share-based Compensation Expenses [Line Items] | |||||||||||
Contractual term | 10 years | 10 years | |||||||||
Vesting period | 4 years | 4 years | |||||||||
Threshold percentage of ordinary shares reserved under the Plan falls below the total then-issued and outstanding ordinary shares, then automatically increases the number of ordinary shares reserved for future issuances | 1.00% | 1.00% | |||||||||
Increase percent in ordinary shares reserved for future issuances to total outstanding shares | 5.00% | 5.00% |
Share-based Compensation Expe75
Share-based Compensation Expenses (Summary of Company's Option Activity under 2008 Plan) (Details) - 2008 Plan [Member] - Stock options [Member] - USD ($) $ / shares in Units, $ in Thousands | Dec. 08, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Number of Options | ||||
Outstanding as of beginning of the period (in shares) | 21,265,846 | |||
Granted (in shares) | 2,159,812 | 14,369,000 | ||
Exercised (in shares) | (4,732,482) | |||
Forfeited (in shares) | (820,553) | |||
Outstanding as of end of the period (in shares) | 30,081,811 | 21,265,846 | ||
Vested and expected to vest at end of the period (in shares) | 28,908,784 | |||
Exercisable at the end of the period (in shares) | 9,537,339 | |||
Weighted Average Exercise Price | ||||
Outstanding as of beginning of the period (in dollars or RMB per share) | $ 1.17 | |||
Granted (in dollars per share) | 4.78 | |||
Exercised (in dollars per share) | 0.51 | |||
Forfeited (in dollars per share) | 3.21 | |||
Outstanding as of end of the period (in dollars per share) | 2.94 | $ 1.17 | ||
Vested and expected to vest at end of the period (in dollars per share) | 2.90 | |||
Exercisable at the end of the period (in dollars per shares) | $ 0.83 | |||
Weighted Average Remaining Contractual Life | ||||
Outstanding as of end of the period | 7 years 4 days | 4 years 10 months 17 days | ||
Vested and expected to vest at end of the period | 6 years 11 months 12 days | |||
Exercisable at the end of the period | 3 years 9 months 7 days | |||
Aggregate Intrinsic Value | ||||
Outstanding as of end of the period | $ 71,711 | $ 60,165 | ||
Vested and expected to vest at end of the period | $ 70,063 | |||
Exercisable at the end of the period (in shares) | 42,853,000 | |||
Weighted Average Grant Date Fair Value | ||||
Granted (in dollars per share) | $ 2.40 | $ 3.57 | $ 0.90 |
Share-based Compensation Expe76
Share-based Compensation Expenses (Schedule of Assumptions Used to Estimate Fair Value of Option Grant on Date of Grant) (Details) | 12 Months Ended | |||||
Dec. 31, 2015$ / shares | Dec. 31, 2014$ / shares | Dec. 31, 2013$ / shares | Dec. 31, 2015¥ / shares | Dec. 31, 2014¥ / shares | Dec. 31, 2013¥ / shares | |
Minimum [Member] | ||||||
Assumptions used to estimate the fair value of option grant on the date of grant | ||||||
Fair value of the common share on the date of option grant | (per share) | $ 4.21 | $ 3.33 | $ 0.91 | ¥ 27.27 | ¥ 20.66 | ¥ 5.63 |
Maximum [Member] | ||||||
Assumptions used to estimate the fair value of option grant on the date of grant | ||||||
Fair value of the common share on the date of option grant | (per share) | $ 5.26 | $ 6.98 | $ 1.98 | ¥ 34.07 | ¥ 43.31 | ¥ 12.26 |
2008 Plan [Member] | Stock options [Member] | ||||||
Assumptions used to estimate the fair value of option grant on the date of grant | ||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||
Expected term (in years) | 10 years | 6 years | ||||
2008 Plan [Member] | Stock options [Member] | Minimum [Member] | ||||||
Assumptions used to estimate the fair value of option grant on the date of grant | ||||||
Expected volatility (as a percent) | 50.90% | 50.00% | 50.00% | |||
Risk-free interest rate (per annum) (as a percent) | 2.09% | 1.99% | 1.08% | |||
Exercise multiple | 2.2 | 2.2 | 2.2 | |||
Expected term (in years) | 6 years | |||||
Expected forfeiture rate (post-vesting) (as a percent) | 0.00% | 0.00% | 0.00% | |||
2008 Plan [Member] | Stock options [Member] | Maximum [Member] | ||||||
Assumptions used to estimate the fair value of option grant on the date of grant | ||||||
Expected volatility (as a percent) | 51.70% | 51.10% | 52.00% | |||
Risk-free interest rate (per annum) (as a percent) | 2.24% | 2.60% | 1.75% | |||
Exercise multiple | 2.8 | 2.8 | 2.8 | |||
Expected term (in years) | 10 years | |||||
Expected forfeiture rate (post-vesting) (as a percent) | 20.00% | 20.00% | 20.00% |
Share-based Compensation Expe77
Share-based Compensation Expenses (Summary of Restricted Shares Activity) (Details) - Restricted shares [Member] | 12 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Summary of restricted shares activity | |
Outstanding balance at the beginning of the period (in shares) | shares | 179,382 |
Grant (in shares) | shares | 100,914 |
Exercise (in shares) | shares | (52,488) |
Forfeited (in shares) | shares | |
Outstanding balance at the end of the period (in shares) | shares | 227,808 |
Vested and expected to vest at end of the period | shares | 227,808 |
Weighted-Average Grant-Date Fair value | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 3.36 |
Grant (in dollars per share) | $ / shares | 4.82 |
Exercise (in dollars per share) | $ / shares | $ 3.36 |
Forfeited (in dollars per share) | $ / shares | |
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 4 |
Vested and expected to vest at end of the period (in dollars per share) | $ / shares | $ 4 |
Loss Per Share (Schedule of Com
Loss Per Share (Schedule of Computation of Basic and Diluted Net Loss Per Share) (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CNY (¥)¥ / sharesshares | Dec. 31, 2014CNY (¥)¥ / sharesshares | Dec. 31, 2013CNY (¥)¥ / sharesshares | |
Numerator: | ||||
Net loss | $ (225,289) | ¥ (1,459,379) | ¥ (447,858) | ¥ (79,632) |
Deemed dividends upon redesignation | (15,606) | (59,428) | ||
Net loss attributable to ordinary shareholders | $ (225,289) | ¥ (1,459,379) | ¥ (463,464) | ¥ (139,060) |
Denominator: | ||||
Weighted average number of ordinary shares outstanding - basic and diluted (in shares) | shares | 248,362,837 | 248,362,837 | 105,746,313 | 26,000,000 |
Basic and diluted net loss per share attributable to the Company's ordinary shareholders (in dollars per share) | (per share) | $ (0.91) | ¥ (5.88) | ¥ (4.38) | ¥ (5.35) |
Preferred A Shares [Member] | ||||
Numerator: | ||||
Deemed dividends upon redesignation | ¥ (59,428) | |||
Preferred D Shares [Member] | ||||
Numerator: | ||||
Deemed dividends upon redesignation | ¥ (15,606) | |||
Parent Company [Member] | ||||
Numerator: | ||||
Net loss | $ (225,289) | ¥ (1,459,379) | (447,858) | ¥ (79,632) |
Deemed dividends upon redesignation | (15,606) | (59,428) | ||
Net loss attributable to ordinary shareholders | $ (225,289) | ¥ (1,459,379) | ¥ (463,464) | ¥ (139,060) |
Loss Per Share (Schedule of Ant
Loss Per Share (Schedule of Anti-dilutive Securities Which could Potentially Dilute Basic Loss Per Share in Future) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Anti-dilutive securities [Line Items] | |||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 30,309,619 | 21,445,228 | 100,256,344 |
Option and restricted shares [Member] | |||
Anti-dilutive securities [Line Items] | |||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 30,309,619 | 21,445,228 | 17,631,953 |
Series A preferred shares [Member] | |||
Anti-dilutive securities [Line Items] | |||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 13,506,748 | ||
Series B preferred shares [Member] | |||
Anti-dilutive securities [Line Items] | |||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 21,564,115 | ||
Series C preferred shares [Member] | |||
Anti-dilutive securities [Line Items] | |||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 25,782,056 | ||
Series D preferred shares [Member] | |||
Anti-dilutive securities [Line Items] | |||
Anti-dilutive securities excluded from the calculation of diluted net loss per share (in shares) | 21,771,472 |
Restricted Net Assets (Details)
Restricted Net Assets (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Restricted Net Assets [Abstract] | |
Percentage of after-tax profit required to be appropriated to general reserve | 10.00% |
General reserve as a percentage of registered capital up to which after-tax profit of PRC subsidiaries and VIE's shall be transferred | 50.00% |
Amount of restricted net assets of the Group's PRC subsidiaries and the Affiliated PRC Entities | $ 2,642 |
Percentage on total consolidated net assets | 80.00% |
Commitments and Contingencies81
Commitments and Contingencies (Narrative) (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies [Abstract] | |||
Rental expenses | ¥ 36,445 | ¥ 15,969 | ¥ 12,582 |
Capital commitments | ¥ 192 |
Commitments and Contingencies82
Commitments and Contingencies (Schedule of Future Minimum Payments under Non-cancelable Operating Leases) (Details) - Dec. 31, 2015 ¥ in Thousands, $ in Thousands | USD ($) | CNY (¥) |
Minimum lease payments [Abstract] | ||
2,016 | $ 8,243 | ¥ 53,393 |
2,017 | 7,109 | 46,051 |
2,018 | 5,245 | 33,978 |
2,019 | 4,136 | 26,795 |
2,020 | 4,061 | 26,307 |
Thereafter | 4,401 | 28,508 |
Total | $ 33,195 | ¥ 215,032 |
Related party transactions an83
Related party transactions and balances (Narrative) (Details) ¥ in Thousands | Nov. 20, 2015USD ($)shares | May. 08, 2015USD ($)shares | May. 08, 2015CNY (¥)shares | May. 08, 2015USD ($)shares | May. 08, 2015CNY (¥)shares | Dec. 15, 2014USD ($)shares | Dec. 15, 2014CNY (¥)shares | May. 31, 2015USD ($)shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) |
Related Party Transaction [Line Items] | |||||||||||||
Proceeds from the private placement | $ 375,162,000 | ¥ 2,430,223 | ¥ 905,590 | ||||||||||
Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Cash consideration of ordinary shares issued | ¥ | 3,104,514 | 891,513 | |||||||||||
Class A ordinary shares [Member] | Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued | 90,909,091 | 93,750,000 | 93,750,000 | 36,812,868 | 36,812,868 | ||||||||
Proceeds from the private placement | $ 500,000,000 | $ 400,000,000 | ¥ 2,445,000 | $ 148,000,000 | ¥ 905,792 | ||||||||
Business Cooperation Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Acquired intangible assets | ¥ | ¥ 660,215 | ¥ 660,215 | |||||||||||
Share subscription agreement and Business Cooperation Agreement [Member] | Class A ordinary shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued | 65,625,000 | 65,625,000 | |||||||||||
Cash consideration of ordinary shares issued | $ 250,000,000 | ¥ 1,528,200 | |||||||||||
Ctrip [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Online platform and commission fees | ¥ | ¥ 3,500 | ¥ 700 | |||||||||||
Ctrip [Member] | Class A ordinary shares [Member] | Private placement concurrent with initial public offering [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued | 5,000,000 | ||||||||||||
Ctrip [Member] | Class A ordinary shares [Member] | Private Placement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued | 3,750,000 | 3,731,034 | |||||||||||
Proceeds from the private placement | $ | $ 20,000,000 | $ 15,000,000 | |||||||||||
JD [Member] | Business Cooperation Agreement [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Acquired intangible assets | ¥ | ¥ 660,200 | ¥ 660,200 | |||||||||||
Estimated useful lives | 5 years | 5 years | |||||||||||
JD [Member] | Share subscription agreement and Business Cooperation Agreement [Member] | Class A ordinary shares [Member] | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Number of shares issued | 65,625,000 | 65,625,000 | |||||||||||
Cash consideration of ordinary shares issued | $ 250,000,000 | ¥ 1,528,200 |
Related party transactions an84
Related party transactions and balances (Schedule of Balance with Related Parties) (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) |
Related Party Transaction [Line Items] | |||
Amounts due from related parties | $ 9,263 | ¥ 60,004 | ¥ 637 |
Amounts due to related parties | 4,440 | 28,762 | |
Ctrip [Member] | |||
Related Party Transaction [Line Items] | |||
Amounts due from related parties | 9,130 | 59,142 | ¥ 637 |
Amounts due to related parties | 4,426 | 28,669 | |
JD [Member] | |||
Related Party Transaction [Line Items] | |||
Amounts due from related parties | 133 | 862 | |
Amounts due to related parties | $ 14 | ¥ 93 |
Subsequent Events (Details)
Subsequent Events (Details) - Employees share options [Member] $ / shares in Units, ¥ in Thousands, $ in Thousands | Mar. 04, 2016USD ($)$ / shares | Mar. 04, 2016CNY (¥) | May. 15, 2014USD ($)$ / shares | May. 15, 2014CNY (¥) |
Subsequent events | ||||
Exercise price (In dollars per share) | $ 5 | |||
Total incremental cost | $ 276 | ¥ 1,698 | ||
Subsequent events [Member] | 2014 Plan [Member] | ||||
Subsequent events | ||||
Exercise price (In dollars per share) | $ 3.09 | |||
Total incremental cost | $ 3,400 | ¥ 22,100 | ||
Subsequent events [Member] | 2014 Plan [Member] | Minimum [Member] | ||||
Subsequent events | ||||
Amortization period for unvested options incremental cost | 33 months | 33 months | ||
Subsequent events [Member] | 2014 Plan [Member] | Maximum [Member] | ||||
Subsequent events | ||||
Amortization period for unvested options incremental cost | 45 months | 45 months |
Condensed Financial Informati86
Condensed Financial Information of the Parent Company (Schedule of Balance Sheets) (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2015CNY (¥)shares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2014CNY (¥)shares | Dec. 31, 2013CNY (¥) | Dec. 31, 2012CNY (¥) | |
Current assets | |||||||
Cash and cash equivalents | $ 324,372 | ¥ 2,101,217 | $ 25,034 | ¥ 1,457,722 | ¥ 419,403 | ¥ 299,238 | |
Prepayments and other current assets | 262,353 | 1,699,468 | 575,297 | ||||
Total current assets | 855,129 | 5,539,353 | 2,554,264 | ||||
Other non-current assets | 100,261 | 649,481 | 15,368 | ||||
Intangible assets | 110,462 | 715,548 | 3,075 | ||||
Total assets | 1,109,349 | 7,186,141 | 2,645,017 | ||||
Current liabilities (including current liabilities of the Affiliated Entities without recourse to the Company amounting to RMB1,168,078 and RMB3,325,804, as of December 31, 2014 and December 31, 2015, respectively): | |||||||
Accrued expenses and other current liabilities | 249,380 | 1,615,433 | 109,860 | ||||
Total current liabilities | 585,173 | 3,790,633 | 1,214,016 | ||||
Non-current liabilities: | |||||||
Total non-current liabilities | 8,920 | 57,785 | 22,278 | ||||
Total liabilities | 594,093 | 3,848,418 | 1,236,294 | ||||
Equity | |||||||
Ordinary shares | $ 28 | ¥ 181 | ¥ 121 | ||||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
Ordinary shares, shares issued | 286,970,892 | 286,970,892 | 188,435,922 | 188,435,922 | |||
Ordinary shares, shares outstanding | 286,970,892 | 286,970,892 | 188,435,922 | 188,435,922 | |||
Additional paid-in capital | $ 846,373 | ¥ 5,482,637 | ¥ 2,298,727 | ||||
Accumulated other comprehensive income/(loss) | 25,784 | 167,025 | (21,081) | ||||
Accumulated deficit | (359,446) | (2,328,423) | (869,044) | (405,580) | |||
Total Tuniu Corporation shareholders' equity | 512,739 | 3,321,420 | 1,408,723 | ||||
Total liabilities and equity | $ 1,109,349 | ¥ 7,186,141 | ¥ 2,645,017 | ||||
Board of Directors Chairman [Member] | |||||||
Equity | |||||||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Class A ordinary shares [Member] | |||||||
Equity | |||||||
Ordinary shares, shares authorized | 780,000,000 | 780,000,000 | 780,000,000 | 780,000,000 | |||
Ordinary shares, shares issued | 269,597,392 | 269,597,392 | 82,487,876 | 82,487,876 | |||
Ordinary shares, shares outstanding | 269,597,392 | 269,597,392 | 82,487,876 | 82,487,876 | |||
Class B ordinary shares [Member] | |||||||
Equity | |||||||
Ordinary shares, shares authorized | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 | |||
Ordinary shares, shares issued | 17,373,500 | 17,373,500 | 105,948,046 | 105,948,046 | |||
Ordinary shares, shares outstanding | 17,373,500 | 17,373,500 | 105,948,046 | 105,948,046 | |||
Parent Company [Member] | |||||||
Current assets | |||||||
Cash and cash equivalents | $ 168,282 | ¥ 1,090,097 | $ 204,279 | ¥ 1,323,280 | ¥ 301,977 | ¥ 97,520 | |
Amounts due from subsidiaries | 535,370 | 3,468,022 | 18,000 | ||||
Prepayments and other current assets | 755 | 4,888 | 1,561 | ||||
Total current assets | 704,407 | 4,563,007 | ¥ 1,342,841 | ||||
Intangible assets | 93,808 | 607,669 | |||||
Total assets | 798,215 | 5,170,676 | ¥ 1,342,841 | ||||
Current liabilities (including current liabilities of the Affiliated Entities without recourse to the Company amounting to RMB1,168,078 and RMB3,325,804, as of December 31, 2014 and December 31, 2015, respectively): | |||||||
Accrued expenses and other current liabilities | 102,568 | 664,420 | 16,723 | ||||
Total current liabilities | 102,568 | 664,420 | 16,723 | ||||
Non-current liabilities: | |||||||
Investments (income)/ deficit in subsidiaries and VIE | 182,949 | 1,185,106 | (82,605) | ||||
Total non-current liabilities | 182,949 | 1,185,106 | (82,605) | ||||
Total liabilities | 285,517 | 1,849,526 | (65,882) | ||||
Equity | |||||||
Ordinary shares | [1] | $ 28 | ¥ 181 | ¥ 121 | |||
Ordinary shares, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares, shares authorized | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | |||
Ordinary shares, shares issued | 286,970,892 | 286,970,892 | 188,435,922 | 188,435,922 | |||
Ordinary shares, shares outstanding | 286,970,892 | 286,970,892 | 188,435,922 | 188,435,922 | |||
Additional paid-in capital | $ 846,332 | ¥ 5,482,367 | ¥ 2,298,727 | ||||
Accumulated other comprehensive income/(loss) | 25,784 | 167,025 | (21,081) | ||||
Accumulated deficit | (359,446) | (2,328,423) | (869,044) | ||||
Total Tuniu Corporation shareholders' equity | 512,698 | 3,321,150 | 1,408,723 | ||||
Total liabilities and equity | $ 798,215 | ¥ 5,170,676 | ¥ 1,342,841 | ||||
Parent Company [Member] | Board of Directors Chairman [Member] | |||||||
Equity | |||||||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||
Parent Company [Member] | Class A ordinary shares [Member] | |||||||
Equity | |||||||
Ordinary shares, shares authorized | 780,000,000 | 780,000,000 | 780,000,000 | 780,000,000 | |||
Ordinary shares, shares issued | 269,597,392 | 269,597,392 | 82,487,876 | 82,487,876 | |||
Ordinary shares, shares outstanding | 269,597,392 | 269,597,392 | 82,487,876 | 82,487,876 | |||
Parent Company [Member] | Class B ordinary shares [Member] | |||||||
Equity | |||||||
Ordinary shares, shares authorized | 120,000,000 | 120,000,000 | 120,000,000 | 120,000,000 | |||
Ordinary shares, shares issued | 17,373,500 | 17,373,500 | 105,948,046 | 105,948,046 | |||
Ordinary shares, shares outstanding | 17,373,500 | 17,373,500 | 105,948,046 | 105,948,046 | |||
[1] | Ordinary shares (US$0.0001 par value; 1,000,000,000 shares (including 780,000,000 Class A shares, 120,000,000 Class B shares and 100,000,000 shares to be designated by the Board of Directors) authorized as of December 31, 2014 and 2015; 188,435,922 shares (including 82,487,876 Class A shares and 105,948,046 Class B shares) and 286,970,892 shares (including 269,597,392 Class A shares and 17,373,500 Class B shares) issued and outstanding as of December 31, 2014 and 2015, respectively) |
Condensed Financial Informati87
Condensed Financial Information of the Parent Company (Schedule of Statements of Comprehensive Loss) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
Operating expenses | ||||
Research and product development | $ (46,034) | ¥ (298,199) | ¥ (104,881) | ¥ (38,994) |
Sales and marketing | (178,171) | (1,154,155) | (434,191) | (110,071) |
General and administrative | (59,502) | (385,442) | (166,988) | (69,679) |
Other operating income | 1,879 | 12,175 | 6,902 | 1,689 |
Total operating expenses | (281,828) | (1,825,621) | (699,158) | (217,055) |
Loss from operations | (224,620) | (1,455,036) | (473,020) | (97,033) |
Other income/(expenses) | ||||
Interest income | 11,812 | 76,516 | 31,284 | 16,163 |
Foreign exchange gains/(losses), net | (12,831) | (83,118) | (5,334) | 1,286 |
Other income, net | (205) | (1,336) | (788) | (48) |
Loss before income tax expense | (225,844) | (1,462,974) | ¥ (447,858) | ¥ (79,632) |
Income tax benefit | 91 | 589 | ||
Net loss attributable to Tuniu Corporation | (225,289) | (1,459,379) | ¥ (447,858) | ¥ (79,632) |
Deemed dividends to preferred shareholders | (15,606) | (59,428) | ||
Net loss attributable to ordinary shareholders | (225,289) | (1,459,379) | (463,464) | (139,060) |
Other comprehensive income/(loss) | ||||
Foreign currency translation adjustment, net of nil tax | 188,106 | (1,358) | (4,857) | |
Comprehensive loss attributable to Tuniu Corporation | $ (196,251) | ¥ (1,271,273) | ¥ (449,216) | ¥ (84,489) |
Parent Company [Member] | ||||
Operating expenses | ||||
Research and product development | ||||
Sales and marketing | ||||
General and administrative | $ (2,936) | ¥ (19,016) | ¥ (5,617) | ¥ (4,027) |
Share of loss of subsidiaries and affiliated entities | (207,047) | (1,341,212) | (446,159) | ¥ (77,414) |
Other operating income | 415 | |||
Total operating expenses | (209,983) | (1,360,228) | (451,361) | ¥ (81,441) |
Loss from operations | (209,983) | (1,360,228) | (451,361) | (81,441) |
Other income/(expenses) | ||||
Interest income | 2,961 | 19,183 | 6,619 | 1,738 |
Foreign exchange gains/(losses), net | (18,395) | (119,161) | ¥ (3,116) | ¥ 71 |
Other income, net | 128 | 827 | ||
Loss before income tax expense | (225,289) | (1,459,379) | ¥ (447,858) | ¥ (79,632) |
Net loss attributable to Tuniu Corporation | (225,289) | (1,459,379) | (447,858) | (79,632) |
Deemed dividends to preferred shareholders | (15,606) | (59,428) | ||
Net loss attributable to ordinary shareholders | (225,289) | (1,459,379) | (463,464) | (139,060) |
Other comprehensive income/(loss) | ||||
Foreign currency translation adjustment, net of nil tax | 29,038 | 188,106 | (1,358) | (5,331) |
Comprehensive loss attributable to Tuniu Corporation | $ (196,251) | ¥ (1,271,273) | ¥ (449,216) | ¥ (84,963) |
Condensed Financial Informati88
Condensed Financial Information of the Parent Company (Schedule of Statements of Cash Flows) (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015USD ($) | Dec. 31, 2015CNY (¥) | Dec. 31, 2014CNY (¥) | Dec. 31, 2013CNY (¥) | |
STATEMENTS OF CASH FLOWS | ||||
Cash (used in) provided by operating activities | $ (79,462) | ¥ (514,735) | ¥ (271,102) | ¥ 116,736 |
Cash flows used in investing activities | (295,651) | (1,915,168) | (227,923) | (304,218) |
Cash flows from financing activities | 464,022 | 3,005,838 | 1,540,397 | 306,360 |
Effect of exchange rate changes on cash | 10,429 | 67,560 | (3,053) | 1,287 |
Net increase in cash and cash equivalents | 99,338 | 643,495 | 1,038,319 | 120,165 |
Cash and cash equivalents at the beginning of year | 25,034 | 1,457,722 | 419,403 | 299,238 |
Cash and cash equivalents at the end of year | $ 324,372 | ¥ 2,101,217 | 1,457,722 | 419,403 |
Supplemental disclosure of non-cash investing and financing activities | ||||
Deemed dividends to preferred shareholders | 15,606 | ¥ 59,428 | ||
Accrued issuance cost related to private placement | ¥ 14,076 | |||
Accrual related to deferred initial public offering costs | ¥ 2,127 | |||
Receivables related to exercise of stock options | $ (522) | ¥ (3,379) | ¥ (1,020) | |
Parent Company [Member] | ||||
STATEMENTS OF CASH FLOWS | ||||
Cash (used in) provided by operating activities | 99,627 | 645,364 | 2,636 | ¥ (3,058) |
Cash flows used in investing activities | (530,229) | (3,434,719) | (518,690) | (93,595) |
Cash flows from financing activities | 377,113 | 2,442,860 | 1,540,397 | 306,360 |
Effect of exchange rate changes on cash | 17,492 | 113,312 | (3,040) | (5,250) |
Net increase in cash and cash equivalents | (35,997) | (233,183) | 1,021,303 | 204,457 |
Cash and cash equivalents at the beginning of year | 204,279 | 1,323,280 | 301,977 | 97,520 |
Cash and cash equivalents at the end of year | $ 168,282 | 1,090,097 | 1,323,280 | 301,977 |
Supplemental disclosure of non-cash investing and financing activities | ||||
Deemed dividends to preferred shareholders | 15,606 | ¥ 59,428 | ||
Accrued issuance cost related to private placement | ¥ 14,076 | |||
Accrual related to deferred initial public offering costs | ¥ 2,127 | |||
Receivables related to exercise of stock options | $ (522) | ¥ (3,379) | ¥ (1,020) |