TuanChe(TC) - 2022 Q4 - Annual Report

PART I Item 3. Key Information 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][13] 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] - 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][153][162] - 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][11][206] - 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] Item 4. Information on the Company 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][392] - In January 2022, the company announced a strategic expansion into the electric vehicle (EV) manufacturing business[383] 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][380][535] - The company faces a complex regulatory environment in China covering telecommunications, foreign investment, data security, and automobile sales, posing significant compliance risks[441][443][463] Item 5. Operating and Financial Review and Prospects 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][599] - 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][904] - 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][614][681] 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 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] - The aggregate cash compensation for directors and executive officers in 2022 was approximately RMB 2.1 million (US$0.3 million)[700] - 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] 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][742][748] Item 7. Major Shareholders and Related Party Transactions 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] - 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] - The company incurred outsourcing expenses of RMB 1.5 million in 2022 with Shanghai Three Drivers Culture Media Co, an affiliated entity[761] Item 8. Financial Information 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] - 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] Item 10. Additional Information 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] - The company is not subject to income or capital gains tax in its jurisdiction of incorporation, the Cayman Islands[777] - 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][1007] - 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][786] Item 11. Quantitative and Qualitative Disclosures About Market Risk 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][824] - 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] - 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] PART II Item 15. Controls and Procedures 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] - 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][841] - 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][842] Item 16. Corporate Governance and Accountant Information 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] 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] - The board has determined that independent director Ms. Wendy Hayes qualifies as an "audit committee financial expert"[844] PART III Item 18. Financial Statements 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] 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][1039] - 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]