PART I [Item 3. Key Information](index=6&type=section&id=Item%203.%20KEY%20INFORMATION) The company's holding structure relies on Chinese VIEs, presenting significant regulatory and operational risks - TuanChe Limited is a Cayman Islands holding company with no material operations, conducting its business primarily through subsidiaries and **Variable Interest Entities (VIEs)** in China, a structure subject to PRC laws restricting foreign investment[8](index=8&type=chunk)[13](index=13&type=chunk) **Revenue Contribution by Entity Type (in thousands RMB)** | Entity Type | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | The VIEs | 104,819 (31.7%) | 93,975 (26.3%) | 95,382 (52.1%) | | Our subsidiaries | 225,409 (68.3%) | 263,577 (73.7%) | 87,806 (47.9%) | | **Total revenues** | **330,228** | **357,552** | **183,188** | **Total Assets by Entity Type (as of Dec 31, in thousands RMB)** | Entity Type | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | The VIEs | 122,876 (25.9%) | 132,602 (37.6%) | 181,215 (77.0%) | | Our subsidiaries | 351,531 (74.1%) | 220,473 (62.4%) | 54,054 (23.0%) | | **Total assets** | **474,407** | **353,075** | **235,269** | - The company faces significant risks from its reliance on China's automotive industry, the impact of COVID-19, a limited track record in the **New Energy Vehicle (NEV) industry**, and intense competition[31](index=31&type=chunk) - The company's **VIE structure is a major risk**, as PRC authorities could find contractual arrangements non-compliant, leading to severe penalties or loss of control[31](index=31&type=chunk)[153](index=153&type=chunk)[162](index=162&type=chunk) - The company is subject to risks from the PRC legal system, including potential government intervention, cybersecurity oversight, and the **Holding Foreign Companies Accountable Act (HFCA Act)**, which could lead to delisting[9](index=9&type=chunk)[11](index=11&type=chunk)[206](index=206&type=chunk) - On February 17, 2023, the company received a Nasdaq notice for failing to meet the **minimum bid price of US$1.00 per ADS**, facing potential delisting if compliance is not regained by August 16, 2023[297](index=297&type=chunk) [Item 4. Information on the Company](index=67&type=section&id=Item%204.%20INFORMATION%20ON%20THE%20COMPANY) The company operates an omni-channel automotive marketplace and is expanding into the NEV industry - The company operates an omni-channel automotive marketplace, integrating its online platform with offline events like auto shows to facilitate vehicle sales[388](index=388&type=chunk)[392](index=392&type=chunk) - In January 2022, the company announced a strategic expansion into the **electric vehicle (EV) manufacturing business**[383](index=383&type=chunk) **Key Operational Metrics (Auto Shows)** | Metric | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | Number of Auto Shows | 449 | 450 | 150 | | Cities Covered | 172 | 142 | 76 | | Automobile Sales Facilitated | 140,264 | 104,689 | 22,176 | | Gross Merchandise Value (GMV) | N/A | ~RMB 14.6B | ~RMB 3.4B | - The company's business is conducted through a **VIE structure** due to PRC legal restrictions on foreign ownership in value-added telecommunications services[369](index=369&type=chunk)[380](index=380&type=chunk)[535](index=535&type=chunk) - The company faces a complex regulatory environment in China covering telecommunications, foreign investment, data security, and automobile sales, posing significant compliance risks[441](index=441&type=chunk)[443](index=443&type=chunk)[463](index=463&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=100&type=section&id=Item%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) Financial performance shows declining revenue, recurring net losses, and substantial doubt about its going concern status **Consolidated Financial Summary (in thousands RMB)** | Metric | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | **Net Revenues** | **330,228** | **357,552** | **183,188** | | Gross Profit | 241,427 | 272,262 | 121,001 | | Loss from Operations | (171,325) | (110,847) | (110,945) | | **Net Loss** | **(163,478)** | **(101,945)** | **(158,140)** | | Adjusted EBITDA | (141,097) | (82,864) | (65,070) | | Adjusted Net Loss | (145,797) | (89,907) | (69,481) | - Net revenues **decreased by 48.8% in 2022**, primarily due to a 77.8% drop in auto show revenue caused by COVID-19 restrictions that reduced the number of events[598](index=598&type=chunk)[599](index=599&type=chunk) - The company has incurred recurring operating losses and negative cash flows, with **net cash used in operations of RMB 109.7 million in 2022**, raising substantial doubt about its ability to continue as a going concern[635](index=635&type=chunk)[904](index=904&type=chunk) - In 2022, the company recognized significant impairment charges, including **RMB 69.9 million for goodwill** and **RMB 19.7 million for long-lived assets**[613](index=613&type=chunk)[614](index=614&type=chunk)[681](index=681&type=chunk) **Cash Flow Summary (in thousands RMB)** | Cash Flow Activity | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | (88,854) | (92,255) | (109,679) | | Net cash generated from/(used in) investing activities | 37,698 | 47,865 | (212) | | Net cash (used in)/ generated from financing activities | (63) | 7,000 | 91,241 | [Item 6. Directors, Senior Management and Employees](index=122&type=section&id=Item%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) This chapter details the company's leadership, compensation, board practices, and declining employee headcount - Co-founder Wei Wen serves as Chairman, Chief Executive Officer, and, since February 2023, as acting Chief Financial Officer[692](index=692&type=chunk) - The aggregate cash compensation for directors and executive officers in 2022 was approximately **RMB 2.1 million (US$0.3 million)**[700](index=700&type=chunk) - On March 13, 2023, the company adopted a new 2023 Share Incentive Plan, reserving **169,172,564 Class A ordinary shares** for future issuance[709](index=709&type=chunk) **Employee Headcount by Function (as of Dec 31)** | Functional Area | 2020 | 2021 | 2022 | | :--- | :--- | :--- | :--- | | Sales and marketing | 610 | 488 | 329 | | General and administrative | 91 | 73 | 58 | | Research and development | 68 | 60 | 44 | | **Total** | **769** | **621** | **431** | - As of March 20, 2023, Chairman and CEO Wei Wen beneficially owns **15.2% of total ordinary shares** but controls **71.4% of the aggregate voting power** due to the dual-class share structure[302](index=302&type=chunk)[742](index=742&type=chunk)[748](index=748&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=132&type=section&id=Item%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) Key related party transactions are centered on the VIE structure and dealings with the company's CEO - The company's core operations rely on contractual arrangements with its VIEs and their shareholders, which constitute the most significant related party transactions[759](index=759&type=chunk) - In 2022, the company provided **RMB 13.6 million** to CEO Wei Wen for business development, which was subsequently repaid in the same year[762](index=762&type=chunk) - The company incurred outsourcing expenses of **RMB 1.5 million** in 2022 with Shanghai Three Drivers Culture Media Co, an affiliated entity[761](index=761&type=chunk) [Item 8. Financial Information](index=134&type=section&id=Item%208.%20FINANCIAL%20INFORMATION) The company has not paid dividends and intends to retain future earnings for business growth - The company has not declared or paid any dividends and has no current plans to do so, intending to retain earnings for business growth[766](index=766&type=chunk) - As a holding company, its ability to pay dividends depends on receiving them from its PRC subsidiaries, which is subject to PRC regulations that may restrict such payments[768](index=768&type=chunk) [Item 10. Additional Information](index=135&type=section&id=Item%2010.%20ADDITIONAL%20INFORMATION) This chapter covers material contracts, exchange controls, and taxation policies in various jurisdictions - In November 2022, the company entered into a securities purchase agreement for a registered direct offering of ADSs, Pre-Funded Warrants, and Warrants[774](index=774&type=chunk) - The company is not subject to income or capital gains tax in its jurisdiction of incorporation, the Cayman Islands[777](index=777&type=chunk) - The company's PRC subsidiaries are subject to a standard **25% Enterprise Income Tax**, though key entities qualify for a reduced **15% rate** as High and New Technology Enterprises[594](index=594&type=chunk)[1007](index=1007&type=chunk) - The company does not believe it was a **Passive Foreign Investment Company (PFIC)** for U.S. federal income tax purposes for fiscal year 2022, but this status is determined annually[325](index=325&type=chunk)[786](index=786&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=144&type=section&id=Item%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company's primary market risk exposures are credit risk from receivables and foreign exchange risk - The company's primary market risks are credit risk and foreign exchange risk[823](index=823&type=chunk)[824](index=824&type=chunk) - Credit risk is concentrated in cash and accounts receivable, with **three customers each exceeding 10%** of the total accounts receivable balance as of December 31, 2022[823](index=823&type=chunk) - Foreign exchange risk is limited operationally as most transactions are in RMB, but the value of the USD-traded ADSs is affected by RMB/USD exchange rate fluctuations[824](index=824&type=chunk) PART II [Item 15. Controls and Procedures](index=147&type=section&id=Item%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded internal controls were ineffective due to a material weakness in financial reporting personnel - Management concluded that the company's internal control over financial reporting was **ineffective** as of December 31, 2022[837](index=837&type=chunk) - A material weakness was identified relating to a **lack of sufficient financial reporting and accounting personnel** with expertise in U.S. GAAP, which has not yet been fully remediated[838](index=838&type=chunk)[841](index=841&type=chunk) - Remediation plans include hiring additional qualified staff, but implementation has been delayed, and an auditor attestation report is not required as an emerging growth company[839](index=839&type=chunk)[842](index=842&type=chunk) [Item 16. Corporate Governance and Accountant Information](index=148&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Accountant%20Information) This chapter details corporate governance, accountant fees, and a change in the independent auditor in 2021 - On September 13, 2021, the company dismissed PricewaterhouseCoopers Zhong Tian LLP and engaged **Marcum Asia CPAs LLP** as its new independent auditor[848](index=848&type=chunk) **Principal Accountant Fees (in thousands RMB)** | Year | Audit Fees | | :--- | :--- | | 2020 | 4,500 | | 2021 | 5,796 | | 2022 | 3,509 | - As a foreign private issuer, the company follows certain home country (Cayman Islands) corporate governance practices, which differ from Nasdaq standards[853](index=853&type=chunk) - The board has determined that independent director Ms. Wendy Hayes qualifies as an "audit committee financial expert"[844](index=844&type=chunk) PART III [Item 18. Financial Statements](index=150&type=section&id=Item%2018.%20FINANCIAL%20STATEMENTS) The audited financial statements include a going concern warning from the independent auditor - The independent auditor's report includes an explanatory paragraph highlighting **substantial doubt about the company's ability to continue as a going concern** due to recurring losses and negative cash flows[867](index=867&type=chunk) **Consolidated Balance Sheet Highlights (in thousands RMB)** | Metric | Dec 31, 2021 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash and cash equivalents | 63,461 | 69,895 | | Total Assets | 353,075 | 235,269 | | Total Liabilities | 159,765 | 134,135 | | Total Shareholders' Equity | 193,310 | 101,134 | | Accumulated Deficit | (983,645) | (1,141,785) | - In November 2022, the company completed a registered direct offering that raised net proceeds of approximately **$13.7 million**[1037](index=1037&type=chunk)[1039](index=1039&type=chunk) - The company's PRC subsidiaries and VIEs are restricted in their ability to transfer a portion of their net assets to the parent company due to PRC regulations[1053](index=1053&type=chunk)

TuanChe Limited (NASDAQ:TC) Q3 2021 Results Conference Call January 13, 2022 8:00 AM ET Company Participants Cynthia Tan - IR Representative Wei Wen - Chief Executive Officer Chenxi Yu - Deputy Chief Financial Officer Operator Good morning and good evening, ladies and gentlemen. Thank you for standing by for TuanChe Limited Third Quarter 2021 Earnings Conference Call. At this time, all participants are in a listen-only mode. After management's prepared remarks, there will be a question-and-answer session. T ...

Financial Data and Key Metrics Changes - The company's net revenues for Q4 2020 were RMB165.8 million, which grew 65.7% compared to the previous quarter but decreased 9.3% year-over-year [5][14] - The net loss attributable to shareholders narrowed to RMB25.4 million in Q4 2020, a 38.4% improvement from Q3 2020 and a 62.5% decrease year-over-year [5][14] - Gross profit for Q4 2020 was RMB120.6 million, down 8.7% year-over-year but up 67.3% quarter-over-quarter, with a gross margin of 72.8% [17] Business Segment Data and Key Metrics Changes - Revenues from offline marketing services, primarily from auto shows, decreased by 24.4% year-over-year to RMB128.8 million but increased 55.9% from Q3 2020 [16] - Special promotion events generated RMB1.1 million in Q4 2020, down 84.9% year-over-year [16] - Revenues from virtual dealership and online marketing services surged 579.2% year-over-year to RMB35.9 million, driven by successful online promotion events and strategic collaborations [10][17] Market Data and Key Metrics Changes - Passenger vehicle retail sales in China grew 7.5% year-over-year in Q4 2020, contributing to the company's revenue growth [5] - For the first two months of 2021, auto passenger retail sales in China grew close to 70% year-over-year, indicating a strong recovery in the market [26] Company Strategy and Development Direction - The company is focusing on a hybrid model that combines offline auto shows with online marketing services, aiming to adapt to changing consumer behaviors towards online commerce [10][13] - The management believes that the auto show business will remain a core part of the revenue mix, while online services will continue to grow significantly [30] Management Comments on Operating Environment and Future Outlook - The management expressed optimism about the macroeconomic recovery in China, which is expected to support growth in the automotive sector throughout 2021 [28] - The company anticipates a significant increase in net revenues for Q1 2021, projecting between RMB76 million and RMB80 million, representing a year-over-year increase of approximately 684% to 725.5% [20] Other Important Information - The company maintained a healthy balance of cash and cash equivalents, totaling RMB185.4 million, providing a runway for future growth [14] - The company is evaluating a proposal for potential privatization, which is currently under review by a special committee [24] Q&A Session Summary Question: Status update on the proposal for taking the company private - The company is evaluating the proposal in-depth and is in the process of forming a special committee for further evaluation [24] Question: Consumer appetite for big-ticket purchases and overall financial health of auto partners - The macro economy in China is improving significantly, with auto passenger retail sales growing close to 70% year-over-year in early 2021 [26] Question: Expectations for new passenger auto sales growth throughout 2021 - The management is optimistic about continued growth in the auto sector for 2021, supported by positive macroeconomic trends [28] Question: Future focus on virtual dealership versus offline auto shows - The auto show business will remain a core product, but online services are expected to become an important part of future growth [30] Question: Recovery timeline for the number of auto show events - The company aims to recover the number of auto shows to levels seen in 2018 and 2019, prioritizing ROI and operational efficiencies [33] Question: Plans for operating expense investments as revenue recovers - Operating expenses are expected to increase in absolute figures, but the percentage of operating expenses relative to revenue will be lower than in previous years [35]

TuanChe Limited (NASDAQ:TC) Q3 2020 Earnings Conference Call December 18, 2020 7:30 AM ET Company Participants Cynthia Tan - Investor Relations Wei Wen - Chief Executive Officer Chenxi Yu - Deputy Chief Financial Officer Conference Call Participants Jack Vander Aarde - Maxim Group Operator Good morning and good evening, ladies and gentlemen. Thank you for standing by to welcome to TuanChe Limited Third Quarter 2020 Earnings Conference Call. At this time, all participants are in a listen-only mode. After pre ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________ to OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 ...