Core Viewpoint - TuanChe Limited reported significant declines in net revenues and gross profit for the first half of 2024, attributed to intensified competition and a challenging macroeconomic environment, while also highlighting improvements in operational efficiency and cost management [3][4]. Financial Performance - Net revenues decreased by 64.9% to RMB32.3 million (US$4.4 million) from RMB92.2 million in the same period of the prior year [4]. - Gross profit fell by 61.7% to RMB22.4 million (US$3.1 million) compared to RMB58.4 million in the same period of the prior year, with a gross margin of 69.2% [6]. - Adjusted net loss attributable to shareholders decreased by 25.9% to RMB27.2 million (US$3.7 million) from RMB36.7 million in the same period of the prior year [10]. Revenue Breakdown - Revenues from offline marketing services decreased by 71.2% to RMB19.9 million (US$2.7 million) due to reduced customer marketing budgets [5]. - Revenues from online marketing services decreased by 70.7% to RMB2.6 million (US$0.4 million), primarily due to fewer live streaming events [5]. - Revenues from other services decreased by 12.7% to RMB9.6 million (US$1.3 million) [5]. Operating Expenses - Total operating expenses decreased by 38.5% to RMB69.8 million (US$9.6 million) from RMB113.6 million in the same period of the prior year [7]. - Selling and marketing expenses decreased by 54.7% to RMB36.5 million (US$5.0 million) [8]. - General and administrative expenses increased by 2.6% to RMB24.3 million (US$3.3 million) [8]. Loss from Operations - Loss from operations decreased by 14.0% to RMB47.5 million (US$6.5 million) from RMB55.2 million in the same period of the prior year [9]. Cash Flow and Balance Sheet - As of June 30, 2024, the company had RMB5.0 million (US$0.7 million) in cash and cash equivalents and RMB4.3 million (US$0.6 million) in restricted cash [11]. - Net cash used in operating activities was RMB11.1 million (US$1.5 million), a significant reduction from RMB52.4 million in the same period of the prior year [11].

Financing and Capital - The company raised approximately US$146.8 million in equity financing since its incorporation in 2012[335]. - In November 2018, the company completed an initial public offering of 2,600,000 ADSs, raising approximately US$15.0 million in net proceeds[342]. - The company raised approximately US$50 million from the issuance of 20,630,925 Series D-2 preferred shares in September 2018[341]. - The company has raised US$13.6 million through a registered direct offering completed on November 25, 2022[343]. Business Strategy and Operations - The company announced plans to expand into the NEV industry in January 2021 and has formed strategic collaborations with YangMing, S-TECH, and IAT for research and development[356]. - The company ceased its referral service for commercial banks in 2022, indicating a strategic shift in its business model[353]. - The company has developed a business model integrating online platforms and offline events to enhance consumer acquisition and data analytics capabilities[354]. - The company has shifted its revenue generation strategy, moving from primarily offline events to a more integrated online and offline approach[492]. Market Performance and Customer Engagement - In 2023, the company facilitated 299 auto shows, resulting in 61,020 automobile sales transactions with a total GMV of approximately RMB9.7 billion (US$1.4 billion)[357]. - The average monthly unique visits to the company's online platform decreased from 3.1 million in 2021 to 1.2 million in 2023[361]. - The company attracted approximately 3.1 million consumers to offline events in 2023, a decrease from 4.0 million in 2022[363]. - The company served over 3,440 industry customers in China as of December 31, 2023, facilitating the sale of 82,364 automobiles with a GMV of approximately RMB13.5 billion (US$1.9 billion)[367]. Revenue and Financial Performance - The company's net revenues were RMB162.4 million (US$22.9 million) in 2023, a decrease from RMB183.2 million in 2022 and RMB357.6 million in 2021[493]. - The net loss for the company in 2023 was RMB83.0 million (US$11.7 million), an improvement compared to RMB166.5 million in 2022[493]. - The adjusted EBITDA for 2023 was RMB(92.5) million (US$(13.0) million), reflecting a decline from RMB(73.4) million in 2022[493]. - The total number of automobile sales transactions facilitated by the company increased to 61,020 in 2023, up from 22,176 in 2022, but down from 104,689 in 2021[496]. Marketing and Sales Activities - The company organized 750 special promotion events in 2023, a significant increase from 90 events in 2022[381]. - The company's offline marketing services revenue primarily comes from auto shows, which generated RMB 111.35 million (68.6% of total net revenues) in 2023[513]. - Online marketing services generated net revenues of RMB23.4 million (US$3.3 million) in 2023, making up 14.4% of total net revenues[517]. - Referral service revenues for the commercial bank dropped to RMB2.6 million (US$0.4 million) in 2023, constituting 1.6% of total net revenues, after ceasing operations in April 2022[516]. Regulatory Compliance and Legal Environment - The company must comply with the Administrative Measures for Automobile Sales, which require auto dealers to submit basic information and sales data to the National Automobile Circulation Information Administration System[410]. - The Internet Advertising Measures, effective May 1, 2023, mandate that internet advertisements must be identifiable and marked as advertisements[412]. - The PRC Data Security Law, effective September 2021, introduces a security review procedure for data activities that may affect national security[418]. - The company is subject to strict regulations regarding the collection and use of personal information, requiring user consent and protection measures[415]. Human Resources and Organizational Structure - The company has a total of 324 full-time employees, with 252 in sales and marketing, 44 in general and administrative, and 28 in research and development as of December 31, 2023[398]. - The company’s sales and marketing team consists of 252 personnel, responsible for organizing and supervising auto shows and marketing activities[386]. Technology and Innovation - The company has utilized big-data technologies to analyze user interests and adjust sales and marketing plans accordingly[365]. - The company utilizes big-data analytics technology to provide precise and targeted industry analysis and projections, helping industry customers understand local market trends[387].

Core Viewpoint - TuanChe Limited has regained compliance with Nasdaq's Minimum Bid Price Requirement after its American depositary shares (ADSs) closed at or above $1.00 for ten consecutive business days [1][2]. Company Overview - TuanChe Limited, founded in 2010, is a leading integrated automotive marketplace in China, connecting automotive consumers with industry players such as automakers and dealers [3]. - The company offers automotive marketing and transaction-related services by integrating online platforms with offline sales events, facilitating large-scale collective purchase activities [3]. - TuanChe leverages proprietary data analytics and advanced digital marketing systems to enhance the efficiency and effectiveness of advertising placements for its industry customers [3].

BEIJING, Jan. 23, 2024 /PRNewswire/ — TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced that it plans to change the ratio of its American Depositary Shares ("ADSs") to Class A ordinary shares (the "ADS Ratio") from the current ADS Ratio of one (1) ADS to sixteen (16) Class A ordinary shares to a new ADS Ratio of one (1) ADS to two hundred and forty (240) Class A ordinary shares. TuanChe's ADSs will continue to be traded on the Na ...

Compliance and Regulatory Filings - TuanChe Limited filed its Form 6-K for January 2024, indicating compliance with the Securities Exchange Act of 1934[1] - The company is incorporated under the registration statement on Form F-3, File No. 333-264942[2] Management - Simon Li serves as the Chief Financial Officer, signing the report on behalf of TuanChe Limited[4]

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)

Financial Performance - The company's net revenues were RMB644.8 million, RMB330.2 million, and RMB357.6 million (US$56.1 million) in 2019, 2020, and 2021, respectively[447]. - The net loss for the company was RMB251.3 million, RMB163.5 million, and RMB101.9 million (US$16.0 million) in 2019, 2020, and 2021, respectively[447]. - Net revenues for 2021 were RMB357.6 million (US$56.1 million), a decrease from RMB330.2 million in 2020 and RMB644.8 million in 2019[470][472]. - The net loss for 2021 was RMB101.9 million (US$15.998 million), improving from a net loss of RMB163.5 million in 2020 and RMB251.3 million in 2019[468][469]. - Adjusted EBITDA for 2021 was RMB(82.9) million (US$13.004 million), compared to RMB(141.1) million in 2020 and RMB(143.9) million in 2019[468]. - Revenue from offline marketing services, primarily from auto shows, accounted for 67.9% of total net revenues in 2021, down from 75.9% in 2020 and 93.6% in 2019[474][472]. - Revenue from referral services for commercial banks increased significantly to RMB67.0 million (US$10.5 million) in 2021, representing 18.8% of total net revenues, up from 5.7% in 2020[476][472]. - The company facilitated 158 special promotion events in 2021, generating RMB4.0 million (US$0.6 million) in revenue, which was 1.1% of total net revenues[475][472]. - Share-based compensation expenses decreased to RMB9.8 million (US$1.537 million) in 2021 from RMB17.4 million in 2020 and RMB110.0 million in 2019[469]. Business Operations - In 2021, the company organized 450 auto shows and facilitated 104,689 automobile sales transactions, with a total GMV of approximately US$2.3 billion[295]. - The company has developed a scalable omni-channel automotive marketplace approach, integrating online platforms and offline events to enhance marketing effectiveness[298]. - The company operates through its online platform and offline events, creating a "many-to-many" environment for automobile transactions[290]. - The company hosted 450 auto shows across 142 cities in 2021, a decrease from 449 shows in 2020 and 1,055 shows in 2019[316]. - The total number of automobile sales transactions facilitated by the company was 140,264 in 2020 and 104,689 in 2021, with a total GMV of approximately RMB19.8 billion in 2020 and RMB14.6 billion (US$2.3 billion) in 2021[446]. - The company ceased operations of its virtual dealership business in 2021, which had previously facilitated the sale of over 1,878 automobiles in 2019[326]. - The company facilitated 158 special promotion events in 2021 to support industry customers[295]. Consumer Engagement - As of December 31, 2021, over 26.5 million consumers have entered their information on the company's online platform, with average monthly unique visits of 3.1 million in 2021[300]. - In 2021, the company attracted approximately 3.0 million consumers to sign up for offline events through online channels[301]. - The company has created customized city homepages for over 320 cities in China to target local consumers[300]. - During 2021, consumers at offline events paid on average 4.5% less than the manufacturer suggested retail price[307]. Employment and Workforce - As of December 31, 2021, the company had 621 full-time employees, with 488 in sales and marketing[333]. - The company has adopted more prudent strategies regarding hiring, selling, and marketing in response to the COVID-19 pandemic, including scaling back recruitment budgets and employee size[449]. Strategic Developments - The company commenced its electric vehicle manufacturing business in January 2022, indicating a strategic expansion into new markets[288]. - The company completed the acquisition of Longye in January 2020, which is expected to enhance customer capabilities in consumer acquisition and management[455]. - The company plans to seek additional facilities to accommodate future growth, as its current facilities are deemed adequate for current needs[330]. Regulatory Environment - The PRC Foreign Investment Law, effective January 1, 2020, replaced three previous laws regulating foreign investment in China[341]. - The implementation regulation of the Foreign Investment Law clarifies that existing foreign-invested enterprises can change their organizational forms until January 1, 2025[341]. - The Negative List (2021 version) reduces the number of industries with restrictions on foreign investment, allowing 100% foreign ownership in certain sectors like e-commerce[348]. - Foreign-invested value-added telecommunications enterprises must be Sino-foreign joint ventures, with foreign ownership capped at 50%[344]. - The latest amendment to the Provisions on the Administration of Foreign-Invested Telecommunications Enterprises removed the requirement for primary foreign investors to have a profitable record[346]. - The Foreign Investment Information Measures require foreign investors to disclose investment information through the Enterprise Registration System starting January 1, 2020[342]. - The Security Review Mechanism mandates foreign investors to declare investments in sectors concerning state security prior to making investments[343]. Data Protection and Privacy - The PRC government has enacted multiple laws to protect personal information, including the Personal Information Protection Law, which took effect in November 2021, requiring explicit user consent for data processing[375]. - The Internet Security Law, effective from June 2017, mandates that network operators must clearly indicate the purposes and methods of personal information collection and maintain user privacy[362]. - The Data Security Law, effective from September 2021, introduces a security review procedure for data activities that may affect national security, particularly for companies processing large amounts of user data[363]. - The Anti-Monopoly Guidelines for Internet Platforms, issued in February 2021, prohibit monopolistic practices by internet platforms to ensure market competition and protect user interests[380]. - Financial institutions must adhere to the Measures for Financial Consumer Protection, effective from November 2020, which emphasizes the protection of personal financial information and requires explicit consent for data handling[377]. - The Civil Code of PRC, effective from January 2021, establishes legal protections for personal information, mandating that processing must be lawful, appropriate, and necessary[374]. - The CIIP Regulations require critical information infrastructure operators to establish cybersecurity protection systems and hold them accountable for security breaches[367]. - The Measures for the Security Assessment of Cross-border Data Transmission require data processors to conduct security assessments for data shared with overseas recipients[368]. - The PRC's regulatory framework includes severe penalties for violations of data protection laws, including fines, license revocation, and potential criminal liabilities[361]. - The MIIT's regulations on internet services prohibit unauthorized collection and use of personal information, with strict penalties for non-compliance[360]. Taxation and Financial Regulations - The PRC enterprise income tax rate is uniformly set at 25% for all resident enterprises, with a reduced rate of 15% for high and new technology enterprises[392]. - Financing guarantee companies are limited to outstanding guarantee liabilities not exceeding ten times their net assets, and specific limits apply to liabilities concerning the same guaranteed party[383]. - The CBIRC's Commercial Banks Online Lending Measures require commercial banks to independently conduct core risk control and credit assessment, prohibiting outsourcing of these functions[388]. - The CBIRC implemented a two-year transitional period for compliance with the Commercial Banks Online Lending Measures, starting from July 2020[387]. - The withholding tax rate for dividends paid by a PRC enterprise to a Hong Kong enterprise is reduced to 5% if the Hong Kong enterprise directly holds at least 25% of the PRC enterprise[402]. - Non-resident enterprises are subject to a withholding tax on PRC-sourced income at a rate of 10% unless specific conditions are met[402]. - Wholly foreign-owned enterprises in the PRC may pay dividends only out of accumulated profits after setting aside at least 10% of accumulated after-tax profits as a statutory reserve fund[417]. - Statutory reserve funds and discretionary surplus funds may not be distributed as cash dividends[417]. - Renminbi is freely convertible for current account items but not for capital account items without prior approval from SAFE[403]. - Foreign-invested enterprises must use Renminbi converted from foreign currency capital only for purposes within the approved business scope[405]. - SAFE Circular 19 lifted some foreign exchange restrictions but prohibits using Renminbi funds for expenditures beyond the business scope[408]. - PRC residents must register with SAFE for overseas investments and financing through special-purpose vehicles[413]. - The opening of various special purpose foreign exchange accounts no longer requires approval from SAFE[406]. - SAFE Circular 8 allows enterprises to use income under the capital account for domestic payments without prior proof materials for each transaction[412]. Overseas Listing Regulations - The M&A Rules require foreign investors to obtain CSRC approval before publicly listing securities on overseas exchanges if they acquire domestic companies[418]. - The Negative List (2021 Version) mandates that domestic companies in prohibited businesses must seek governmental approval for overseas offerings and listings[420]. - The Draft Overseas Listing Regulations stipulate that if a PRC enterprise's operating income exceeds 50% of the issuer's audited financials, it is considered an indirect overseas offering[423]. - Non-compliance with overseas listing regulations can result in fines ranging from RMB1 million to RMB10 million, and serious violations may lead to business suspension or license revocation[424]. Intellectual Property - The company has 167 registered trademarks and 98 software copyrights in China as of the report date[329]. - The PRC's Copyright Law protects copyrighted software for a term of 50 years, with the latest amendment effective from June 2021[389]. - The Patent Law allows for patentable inventions, utility models, and designs, with the State Intellectual Property Office responsible for approvals[389]. - The Trademark Law adopts a "first-to-file" principle for trademark registration, with the PRC Trademark Office overseeing the process[390].

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 ...