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Tuniu Corporation

Tuniu Building No. 32

Suningdadao, Xuanwu District

Nanjing, Jiangsu Province 210042

People’s Republic of China

November 16, 2022

VIA EDGAR

Ms. Jennifer O'Brien

Ms. Shannon Buskirk

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Tuniu Corporation (the “Company”)

    Form 20-F for the Fiscal Year Ended December 31, 2021

    Filed on April 29, 2022 (File No. 001-36430)

Dear Ms. O'Brien and Ms. Buskirk,

This letter sets forth the Company’s responses
to the comments contained in the letter dated November 3, 2022 from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended December
31, 2021 filed with the Commission on April 29, 2022 (the “2021 Form 20-F”) and the Company’s response letter
submitted on September 27, 2022. The Staff’s comments are repeated below in bold and are followed by the Company’s responses
thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the 2021 Form 20-F.

Form 20-F for the Fiscal Year Ended December
31, 2021

Item 3. Key Information

Permissions Required from the PRC Authorities for Our Operations,
page 4

 1. We note your response to prior comment 3 and re-issue it in part. Please revise your disclosure to
state affirmatively i) whether you have received all requisite permissions or approvals to operate your business and to offer your
ADSs to foreign investors, and ii) whether any permissions or approvals have been denied.

If you relied on the advice of counsel in making
these determinations, please revise to identify counsel. If you did not consult counsel in making these determinations, please revise
to provide your basis for your conclusions.

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

November 16, 2022

Page 2

In response to the Staff’s comment, the Company respectfully
proposes to revise the referenced disclosure as follows in Item 3 of its future Form 20-F filings (with deletions shown in strikethrough
and additions in underline), subject to updates and adjustments to be made in connection with any material development of the subject
matter being disclosed:

Permissions
Required from the PRC Authorities for Our Operations

We
conduct our business in China through our subsidiaries and the consolidated affiliated entities in China. Our operations in China are
governed by PRC laws and regulations. After consulting our PRC legal counsel, Fangda Partners, we believe, Aas
of the date of this annual report, except as otherwise stated in “Item 3. Key Information—D. Risk Factors—Risks
Related to Doing Business in China—We may be adversely affected by the complexity, uncertainties and changes in PRC regulations
of internet and related business and companies,” our PRC subsidiaries and VIE have obtained all the requisite licenses
and permits from the PRC government authorities that are material for the business operations of our PRC subsidiaries
and the VIE in China, including, among others, a Value-Added Telecommunication Business Operating License issued by the local bureau of
the Ministry of Industry and Information Technology of the PRC, or the MIIT, a Short Messaging Service Access Code Certificate issued
by the MIIT, a Food Business License issued by Jizhou Branch of Tianjin Administration for Market Regulation, Filing Certificates for
Operation of Prepacked Food issued by Xuanwu Branch of Nanjing Administration for Market Regulation, Travel Agency Business Licenses issued
by the local bureaus of and/or the then Ministry of Tourism, or the Ministry of Culture and Tourism which has replaced the Ministry of
Tourism, Approval Documents for Operation of Small-sum Loan Business issued by the Guangzhou Municipal Bureau of Finance, an Insurance
Brokerage Business License is issued by the CBIRC, a Securities and Futures Business Operation License is issued by the CSRC, Insurance
Agency Concurrent-business Licenses issued by the CBIRC, and a Hotel Hygiene License, which is issued by the local bureau of the National
Health Commission. and our PRC subsidiaries, the VIE and the VIE’s subsidiaries have not been denied any permission
or approval by any PRC authority as of the date of this annual report. Given the uncertainties of interpretation and implementation
of relevant laws and regulations and the enforcement practice by relevant government authorities, we may be required to obtain additional
licenses, permits, filings or approvals for the functions and services of our platform in the future. If our PRC subsidiaries, the
VIE or the VIE’s subsidiaries do not receive or maintain any necessary permissions or approvals, inadvertently conclude that such
permissions or approvals are not required, or if applicable laws, regulations, or interpretations change and we are required to obtain
such permissions or approvals in the future, we cannot assure you that we will be able to obtain the necessary permissions or approvals
in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could subject us to penalties,
including fines, suspension of business and revocation of required licenses, significantly limit or completely hinder our ability to continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For more detailed
information, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may
be adversely affected by the complexity, uncertainties and changes in PRC regulations of internet and related business and companies.”

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

November 16, 2022

Page 3

Furthermore,
in connection with our previous issuance of securities to foreign investors, under the currently effective PRC laws and regulations,
as of the date of this annual report, we are not aware of, after consulting our PRC legal counsel, Fangda Partners, any PRC laws or regulations
which explicitly require us to obtain any permission from or complete any filing with the CSRC or go through a cybersecurity review by
the CAC, and we, our PRC subsidiaries and the VIE, (i) have not received any requirement from competent PRC authorities to obtain permissions
from the CSRC, (ii) have not received any requirement from competent PRC authorities to go through cybersecurity review by the CAC, and
(iii) have not received or were denied such requisite permissions by any PRC authority.

However, the PRC government has
recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers. For more detailed information, see “Item 3. Key Information—D. Risk Factors—Risks Related
to Doing Business in China—The approval of or filing with the CSRC or other PRC government authorities may be required in connection
with our offshore offerings under PRC law, and, if required, we cannot predict whether or for how long we will be able to obtain such
approval or complete such filing.”

D. Risk Factors, page 11

 2. We note from your disclosure on page 1 that you exclude Hong Kong and Macau from your definition
of “China” or “PRC” for the purpose of your annual report. Please clarify that all the legal and operational risks
associated with having operations in the People’s Republic of China also apply to operations in Hong Kong and Macau. In this regard,
please ensure that your disclosure does not narrow risks related to operating in the PRC to mainland China only. Where appropriate, you
may describe PRC law and then explain how commensurate laws in Hong Kong and Macau differs from PRC law and describe any risks and consequences
to the company associated with those laws. As an example, please further expand the risk factor on page 48 to also provide disclosure
related to the enforceability of civil liabilities in China, Hong Kong and Macau.

In response to the Staff’s comment,
the Company respectfully proposes to revise the referenced disclosure as follows in the lead-in paragraph of “Summary of Risk Factors”
of Item 3 of its future Form 20-F filings (with additions underlined), subject to updates and adjustments to be made in connection with
any material development of the subject matter being disclosed:

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

November 16, 2022

Page 4

Investing
in our ADSs involves significant risks. You should carefully consider all of the information in this annual report before making an investment
in our ADSs. Below is a summary of material risks we face, organized under relevant headings. All the operational risks associated
with being based in and having operations in mainland China as discussed in relevant risk factors under “Item 3. Key Information—D.
Risk Factors—Risks Related to Our Business and Industry” also apply to operations in Hong Kong and Macau. With respect to
the legal risks associated with being based in and having operations in mainland China as discussed in relevant risk factors under “Item
3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” and “Item 3. Key Information—D.
Risk Factors—Risks Related to Doing Business in China,” the laws, regulations and the discretion of mainland China governmental
authorities discussed in this annual report are expected to apply to mainland China entities and businesses, rather than entities or businesses
in Hong Kong and Macau which operate under different sets of laws from mainland China. These
risks are discussed more fully in Item 3. Key Information—D. Risk Factors.

In response
to the Staff’s comment, the Company also respectfully proposes to revise the referenced disclosure as follows in Item 3 of its future
Form 20-F filings (with deletions shown as strike-through and additions underlined), subject to updates and adjustments to be made in
connection with any material development of the subject matter being disclosed:

Judgments
obtained against us by our shareholders may not be enforceable.

We
are a Cayman Islands company and all of our assets are located outside of the United States. Our current operations are based in China.
In addition, the majority of our current directors and executive officers are nationals and residents of countries other than the United
States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible
for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights
have been infringed under the United States federal securities laws or otherwise. Even if you are successful in bringing an action of
this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of
our directors and officers.

On
July 14, 2006, the Supreme People’s Court of China and the Government of the Hong Kong Special Administrative Region signed an Arrangement
on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters Pursuant to Choice of Court Agreements between
the Parties Concerned, or the 2006 Arrangement. Under the 2006 Arrangement, where any designated mainland China court or any designated
Hong Kong court has made an enforceable final judgment requiring payment of money in a civil or commercial case pursuant to a “choice
of court” agreement in writing, any party concerned may apply to the relevant mainland China court or Hong Kong court for recognition
and enforcement of the judgment. On January 18, 2019, the Supreme Court of China and the Department of Justice under the Government of
the Hong Kong Special Administrative Region signed the Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and
Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative Region, or the 2019 Arrangement. The 2019
Arrangement seeks to establish a mechanism for judgment recognition and enforcement with greater clarity and certainty in a wider range
of civil and commercial matters between mainland China and the Hong Kong Special Administrative Region. Under the 2019 Arrangement, a
 “choice of court” agreement in writing is no longer required for bilateral judgment recognition and enforcement. The 2019
Arrangement will come into effect after the promulgation of a judicial interpretation by the Supreme People’s Court of China and
the completion of the relevant legislative procedures in the Hong Kong Special Administrative Region. The 2019 Arrangement will, upon
its effectiveness, supersede the 2006 Arrangement. Although the 2019 Arrangement has been signed, its effective date has yet to be announced.
Before the effectiveness of the 2019 Arrangement, the 2006 Arrangement remains the applicable mechanism for recognition of judgment between
mainland China and Hong Kong and the parties need to have a “choice of court” agreement in writing in order to enforce a judgment
rendered by a Hong Kong court in mainland China and vice versa. There are still uncertainties about the outcomes and effectiveness of
enforcement or recognition of judgments under the 2019 Arrangement.

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

November 16, 2022

Page 5

 3. Please further expand your disclosure to address how regulatory actions related to data security
or anti-monopoly concerns in Hong Kong or Macau have impacted or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange.

In response to the Staff’s comment, the Company
respectfully proposes to revise the referenced disclosure as follows in Item 3 of its future Form 20-F filings (with additions in underline),
subject to updates and adjustments to be made in connection with any material development of the subject matter being disclosed:

Our Holding Company
Structure and Contractual Arrangements with the VIE

…

Risks and uncertainties arising
from the legal system in mainland China, including risks and uncertainties regarding the enforcement of laws and quickly evolving
rules and regulations in mainland China, could result in a material adverse change in our operations and the value of our
ADSs. For more details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties
in the interpretation and enforcement of PRC laws and regulations could limit the legal protections available to you and us.” These
risks could result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder
our ability to continue to offer securities to investors, or cause the value of such securities to significantly decline or be worthless.
Our operations in Hong Kong and Macau have not been material to our Company as a whole, and regulatory actions in Hong Kong and Macau
do not have a material impact on our ability to conduct business, accept foreign investments or maintain our listing status on the Nasdaq
Global Market. For a detailed description of risks related to doing business in China, see “Item 3. Key Information—D. Risk
Factors—Risks Related to Doing Business in China.”

Division of Corporation Finance

Office of Energy & Transportation

Securities and Exchange Commission

November 16, 2022

Page 6

 4. Please further expand your disclosure to explain whether there are any commensurate laws or regulations
in Hong Kong or Macau which result in oversight over data