TC / Token Cat Limited - Depositary Receipt (Common Stock) - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Token Cat Limited - Depositary Receipt (Common Stock)

Mga Batayang Estadistika
CIK 1743340
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Token Cat Limited - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
July 11, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Token Cat Limited (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Token Cat Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing, 100038 The People’s Republic of China

July 3, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Token Cat Limited (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Token Cat Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing, 100038 The People’s Republic of China

March 28, 2025 EX-4.28

TUANCHE LIMITED 2024 EQUITY INCENTIVE PLAN

Exhibit 4.28 TUANCHE LIMITED 2024 EQUITY INCENTIVE PLAN 1. Purposes of the Plan. The purposes of this Plan are: ● to attract and retain the best available personnel for positions of substantial responsibility, ● to provide additional incentive to Employees, Directors and Consultants, and ● to promote the success of the Company’s business. The Plan permits the grant of Incentive Share Options, Nons

March 28, 2025 EX-12.1

Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Wei Wen, certify that: 1. I have reviewed this annual report on Form 20-F of Token Cat Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th

March 28, 2025 EX-13.2

Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Token Cat Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Simon Li, Deputy Chief Financial Officer of the Company, certify,

March 28, 2025 EX-11.2

TUANCHE LIMITED AMENDED STATEMENT OF POLICIES GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING

Exhibit 11.2 TUANCHE LIMITED AMENDED STATEMENT OF POLICIES GOVERNING MATERIAL, NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING This Amended Statement of Policies Governing Material, Non-Public Information and the Prevention of Insider Trading (this “Amended Statement”) of TuanChe Limited, a Cayman Islands company (the “Company”), sets forth the Company’s policies against insider tradi

March 28, 2025 EX-15.3

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

Exhibit 15.3 JWF Assurance PAC. (UEN No: 202326944Z). Tel: +65 6539 9729 60 Paya Lebar Road, #10-16 Paya. Lebar Square Singapore 409051 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements on Form S-8 (No.333-271636) and Form F-3 (No. 333-264942) of our report dated March 28, 2025, relating to the consolidated financial

March 28, 2025 EX-2.4

Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)

Exhibit 2.4 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) American Depositary Shares (“ADSs”), each representing 240 Class A ordinary shares of Token Cat Limited (“we,” “our,” “our company,” or “us”), are listed and traded on the Nasdaq Capital Market and, in connection with this listing (but not for tradin

March 28, 2025 EX-13.1

Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Token Cat Limited (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wei Wen, Chairman and Chief Executive Officer of the Company, cer

March 28, 2025 EX-15.1

[The following is the signature page.]

Exhibit 15.1 March 28, 2025 To: Token Cat Limited (formerly known as TuanChe Limited, the “Company”) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 People’s Republic of China Ladies and Gentlemen, We hereby consent to the reference of our name under the headings “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” in the Company’s annua

March 28, 2025 20-F

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 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR

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 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC

March 28, 2025 EX-12.2

Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Simon Li, certify that: 1. I have reviewed this annual report on Form 20-F of Token Cat Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t

March 28, 2025 EX-15.2

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

Exhibit 15.2 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statement of Token Cat Limited (formerly known as TuanChe Limited) on Form S-8 (No. 333-271636) and Form F-3 (No. 333- 264942) of our report dated March 28, 2024, which includes an explanatory paragraph as to the company’s ability to continue as a going concern, wit

March 3, 2025 EX-99.1

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT 证券购买协议 This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of , 2025 by and among TOKEN CAT LIMITED, a Cayman Islands exempted company, (the “Company”), and individuals listed in Exhibit B hereto and each affixes its signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”). 本证券购买协议(“本协议”或“协议”)于20

March 3, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Token Cat Limited (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Token Cat Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing, 100038 The People’s Republic of China

February 21, 2025 EX-15.1

Independent Registered Public Accounting Firm’s Consent

Exhibit 15.1 Independent Registered Public Accounting Firm’s Consent We consent to the inclusion in this Registration Statement of TuanChe Limited on Amendment No.1 to Form F-1 of our report dated March 28, 2024, which includes an explanatory paragraph as to TuanChe Limited’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of TuanChe Limi

February 21, 2025 F-1/A

As filed with the U.S. Securities and Exchange Commission on February 21, 2025

As filed with the U.S. Securities and Exchange Commission on February 21, 2025 Registration No. 333-284073 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TuanChe Limited (Exact name of registrant as specified in its charter) Cayman Islands 7389 Not Applicable (State or other jurisdiction of i

February 10, 2025 EX-99.1

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TOKEN cAT Limited (adopted by a Special Resolution passed on February 10 2025)

Exhibit 99.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TOKEN cAT Limited (adopted by a Special Resolution passed on February 10 2025) 1. The name of the Company is Token Cat Limited. 2. The Registered Office of the Company will be situated at the offices of Osiris International Cayman Limited, Suite #4-21

February 10, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 TuanChe Limited (Exact name o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2025 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing, 100038 The People’s Republic of Chin

January 14, 2025 EX-99.1

TUANCHE LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 10, 2025

Exhibit 99.1 TUANCHE LIMITED NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 10, 2025 Notice is hereby given that TuanChe Limited, a Cayman Islands company (the “Company”), will hold its annual general meeting of shareholders at 10:00 a.m., Beijing Time, on February 10, 2025 (the “Annual General Meeting”) at the Company’s meeting room located at 9F, Ruihai Building, No. 21

January 14, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 TuanChe Limited (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing, 100038 The People’s Republic of China

January 14, 2025 EX-99.2

EX-99.2

Exhibit 99.2

December 27, 2024 EX-FILING FEES

Calculation of Filing Fee Table Form F-1 (Form Type) TuanChe Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Table Form F-1 (Form Type) TuanChe Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Class A Ordinary Shares, as represented by American Depositary Shares 457(c) 182,812,560 0.

December 27, 2024 EX-15.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

Exhibit 15.1 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the inclusion in this Registration Statement of TuanChe Limited on Form F-1 of our report dated March 28, 2024, which includes an explanatory paragraph as to TuanChe Limited’s ability to continue as a going concern, with respect to our audits of the consolidated financial statements of TuanChe Limited as of December

December 27, 2024 EX-99.2

(Intentionally Left Blank)

Exhibit 99.2 December 26, 2024 To: TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 People’s Republic of China Dear Sirs or Madams, We are qualified lawyers of the People’s Republic of China (the “PRC” or “China”, for the purpose of this opinion only, the PRC shall not include the Hong Kong Special Administrative Region, the Macau Special Administrativ

December 27, 2024 F-1

As filed with the U.S. Securities and Exchange Commission on December 27, 2024

As filed with the U.S. Securities and Exchange Commission on December 27, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TuanChe Limited (Exact name of registrant as specified in its charter) Cayman Islands 7389 Not Applicable (State or other jurisdiction of incorporation or organizat

October 30, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 TuanChe Limited (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing, 100038 The People’s Republic of China

October 30, 2024 EX-99.5

[The remainder of this page has been intentionally left blank.]

Exhibit 99.5 October , 2024 TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 Attention: Wei Wen, CEO Dear Mr. Wen: This letter (the "Agreement") constitutes the agreement between Maxim Group LLC ("Maxim" or the "Placement Agent") and TuanChe Limited, a Cayman Islands company (the "Company"), pursuant to which the Placement Agent shall serve as the plac

October 30, 2024 EX-99.1

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October , 2024, between TuanChe Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditi

October 30, 2024 EX-99.6

TuanChe Announces Pricing of $1.1 Million Registered Direct Offering and Concurrent Private Placement

Exhibit 99.6 TuanChe Announces Pricing of $1.1 Million Registered Direct Offering and Concurrent Private Placement BEIJING, Oct. 24, 2024 (GLOBE NEWSWIRE) - TuanChe Limited (“TuanChe,” “Company,” “we” or “our”) (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced that it has entered into a definitive agreement with a single institutional investor for the purchase and

October 30, 2024 EX-99.4

LOCK-UP AGREEMENT

Exhibit 99.4 LOCK-UP AGREEMENT [], 2024 Re: Securities Purchase Agreement, dated as of [], 2024 (the “Purchase Agreement”), between TuanChe Limited (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”) Ladies and Gentlemen: Defined terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth

October 30, 2024 EX-99.2

PREFUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES TUANCHE LIMITED

Exhibit 99.2 PREFUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES TUANCHE LIMITED Warrant ADSs: [] Original Issuance Date: October [], 2024 THIS PREFUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the lim

October 30, 2024 EX-99.3

WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES TUANCHE LIMITED

Exhibit 99.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE DISTRIBUTED OR TR

October 28, 2024 424B5

241,677 American Depositary Shares Representing 58,002,480 Class A Ordinary Shares Pre-Funded Warrants to Purchase up to 520,042 American Depositary Shares Up to 520,042 American Depositary Shares (representing up to 124,810,080 Class A Ordinary Shar

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264942 Prospectus Supplement (To Prospectus dated September 8, 2022) 241,677 American Depositary Shares Representing 58,002,480 Class A Ordinary Shares Pre-Funded Warrants to Purchase up to 520,042 American Depositary Shares Up to 520,042 American Depositary Shares (representing up to 124,810,080 Class A Ordinary Shares underlying the Pre-Funde

August 30, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number 001-3873

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038

August 30, 2024 EX-99.1

TuanChe Announces Unaudited First Half 2024 Financial Results

Exhibit 99.1 TuanChe Announces Unaudited First Half 2024 Financial Results BEIJING, August 30, 2024 (PRNewswire) – TuanChe Limited (“TuanChe,” “Company,” “we” or “our”) (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced its unaudited financial results for the six months ended June 30, 2024. Key First Half 2024 Financial and Operating Metrics ● Net revenues were RMB

August 30, 2024 EX-99.2

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents Exhibit 99.2 INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed consolidated balance sheets as of December 31, 2023 and June 30, 2024 (unaudited) F-2 Unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2023 and 2024 F-3 Unaudited condensed consolidated statements of changes in equity for

August 30, 2024 EX-99.3

TUANCHE LIMITED RECONCILIATION OF NON-GAAP AND GAAP RESULTS (Amount in thousands, except share and per share data)

Exhibit 99.3 TUANCHE LIMITED RECONCILIATION OF NON-GAAP AND GAAP RESULTS (Amount in thousands, except share and per share data) For the six months ended June 30, 2023 2024 RMB RMB US$ Net loss (30,698) (40,675) (5,596) Add: Depreciation and amortization — — — Subtract: Interest income, net 69 (442) (61) EBITDA (30,767) (40,233) (5,535) Add: Share-based compensation expenses 4,007 15,505 2,133 Chan

August 30, 2024 EX-99.4

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.4 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations for the six months ended June 30, 2023 and 2024. This section should be read in conjunction with our unaudited condensed consolidated financial statem

July 12, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 TuanChe Limited (Exact name of re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing, 100038 The People’s Republic of China (+

July 12, 2024 EX-99.1

NEW YORK OFFICE • 7 Penn Plaza • Suite 830 • New York, New York • 10001 Phone 646.442.4845 • Fax 646.349.5200 • www.marcumasia.com

Exhibit 99.1 July 8, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by TuanChe Limited in its Form 6-K dated July 12, 2024. We agree with the statements concerning our Firm in such Form 6-K; we are not in a position to agree or disagree with other statements of TuanChe Limited contained therein. Very truly yours, /s/M

May 13, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number 001-38737 T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038, P

May 13, 2024 EX-99.1

TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing PRC

Exhibit 99.1 TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing PRC May 13, 2024 Re: Director Offer Letter Dear Mr. Wentao Deng: TuanChe Limited, a Cayman Islands exempt company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Comp

May 13, 2024 EX-99.2

TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing PRC EMPLOYMENT AGREEMENT

Exhibit 99.2 TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing PRC EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of May 13, 2024 (the “Effective Date”), by and between TuanChe Limited, incorporated under the laws of the Cayman Islands (the “Company”) and Guangsheng Liu, an individual (the “Executive”). Except with respect

May 3, 2024 EX-99.1

TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing PRC

Exhibit 99.1 TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing PRC May 3, 2024 Re: Director Offer Letter Dear Mr. Yicheng Yang: TuanChe Limited, a Cayman Islands exempt company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Comp

May 3, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number 001-38737 T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038, P

May 3, 2024 EX-99.2

TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing PRC

Exhibit 99.2 TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing PRC May 3, 2024 Re: Director Offer Letter Dear Mr. Jintao Lin: TuanChe Limited, a Cayman Islands exempt company (the “Company”), is pleased to offer you a position as a member of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Compan

March 28, 2024 EX-97

TuanChe Limited COMPENSATION RECOVERY POLICY As adopted on November 30, 2023

Exhibit 97 TuanChe Limited COMPENSATION RECOVERY POLICY As adopted on November 30, 2023 TuanChe Limited (the “Company”) is committed to strong corporate governance.

March 28, 2024 EX-2.4

Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)

Exhibit 2.4 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) American Depositary Shares (“ADSs”), each representing 240 Class A ordinary shares of TuanChe Limited (“we,” “our,” “our company,” or “us”), are listed and traded on the Nasdaq Capital Market and, in connection with this listing (but not for trading)

March 28, 2024 EX-13.2

Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TuanChe Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Simon Li, Deputy Chief Financial Officer of the Company, certify, p

March 28, 2024 EX-15.2

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

Exhibit 15.2 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of TuanChe Limited on Form S-8 (No. 333-230433) and Form F-3 (No. 333-264942) of our report dated March 28, 2024, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audit of the consolid

March 28, 2024 EX-12.1

Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Wei Wen, certify that: 1. I have reviewed this annual report on Form 20-F of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

March 28, 2024 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents 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 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

March 28, 2024 EX-12.2

Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Simon Li, certify that: 1. I have reviewed this annual report on Form 20-F of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

March 28, 2024 EX-15.1

[The following is the signature page.]

Exhibit 15.1 March 28, 2024 To: TuanChe Limited (the “Company”) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 People’s Republic of China Ladies and Gentlemen, We hereby consent to the reference of our name under the headings “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” in the Company’s annual report on Form 20-F for the year en

March 28, 2024 EX-13.1

Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TuanChe Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wei Wen, Chairman and Chief Executive Officer of the Company, certi

February 14, 2024 EX-99.1

TuanChe Has Regained Compliance with Nasdaq's Minimum Bid Price Requirement

Exhibit 99.1 TuanChe Has Regained Compliance with Nasdaq's Minimum Bid Price Requirement BEIJING, Feb. 12, 2024 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced that it has received a notification letter (the "Compliance Notice") from the Listing Qualifications Department of the Nasdaq Stock Market Inc.

February 14, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

January 25, 2024 EX-99.1

TuanChe Announces Plan to Implement ADS Ratio Change

Exhibit 99.1 In the news release, TuanChe Announces Plan to Implement ADS Ratio Change, issued 23-Jan-2024 by TuanChe Limited over PR Newswire, we are advised by the company that the 1st paragraph, should include "The Company anticipates that the change in the ADS ratio will be effective on or about January 26, 2024 (U.S. Eastern Time)." as the 2nd sentence. This was inadvertently omitted in the o

January 25, 2024 6-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100

January 24, 2024 6-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100

January 24, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number 001-387

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2024 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10003

January 24, 2024 EX-99.1

TuanChe Announces Plan to Implement ADS Ratio Change

Exhibit 99.1 TuanChe Announces Plan to Implement ADS Ratio Change 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

January 17, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm243334d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CUSIP No. 89856T203** 13G JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Sche

January 17, 2024 SC 13G/A

TC / TuanChe Limited - Depositary Receipt (Common Stock) / KPartners Ltd - SC 13G/A Passive Investment

SC 13G/A 1 tm243334d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* TUANCHE LIMITED (Name of Issuer) Class A ordinary shares,

November 22, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

November 22, 2023 EX-99.1

TuanChe Limited Announces Results of Annual General Meeting of Shareholders

Exhibit 99.1 TuanChe Limited Announces Results of Annual General Meeting of Shareholders BEIJING, November 22, 2023 /PRNewswire/ – TuanChe Limited (“TuanChe” or the “Company”) (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced the results of the Company’s 2023 Annual General Meeting of Shareholders (“2023 AGM”) held on November 22, 2023, at 10:00 a.m. China Standar

October 18, 2023 EX-99.3

TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) FORM OF PROXY FOR ANNUAL GENERAL MEETING (or any adjourned or postponed meeting thereof) to Be Held on November 22, 2023

Exhibit 99.3 TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) FORM OF PROXY FOR ANNUAL GENERAL MEETING (or any adjourned or postponed meeting thereof) to Be Held on November 22, 2023 Introduction This Form of Proxy is furnished in connection with the solicitation by the Board of Directors (the “Board”) of TuanChe Limited, a Cayman Islands company (the “Compa

October 18, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number 001-387

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10003

October 18, 2023 EX-99.2

TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) NOTICE OF ANNUAL GENERAL MEETING to Be Held on November 22, 2023 (or any adjourned or postponed meeting thereof)

Exhibit 99.2 TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) NOTICE OF ANNUAL GENERAL MEETING to Be Held on November 22, 2023 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of TuanChe Limited (the “Company”) will be held at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing

October 18, 2023 EX-99.4

Annual General Meeting of TuanChe Limited Date: November 22, 2023 See Voting Instruction On Reverse Side. Please make your marks like this: x Use pen only • Mark, sign and date your Voting Instruction Form. • Detach your Voting Instruction Form. • Re

Exhibit 99.4 Annual General Meeting of TuanChe Limited Date: November 22, 2023 See Voting Instruction On Reverse Side. Please make your marks like this: x Use pen only • Mark, sign and date your Voting Instruction Form. • Detach your Voting Instruction Form. • Return your Voting Instruction Form in the postage-paid envelope provided. MAIL Please Sign Here Please Date Above Please Sign Here Please

October 18, 2023 EX-99.1

TuanChe to Hold 2023 Annual General Meeting on November 22, 2023

Exhibit 99.1 TuanChe to Hold 2023 Annual General Meeting on November 22, 2023 BEIJING, Oct. 18, 2023 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced that it would hold its 2023 annual general meeting of shareholders at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing 100038, Th

September 28, 2023 EX-99.3

TUANCHE LIMITED RECONCILIATION OF NON-GAAP AND GAAP RESULTS (Amount in thousands, except share and per share data)

Exhibit 99.3 TUANCHE LIMITED RECONCILIATION OF NON-GAAP AND GAAP RESULTS (Amount in thousands, except share and per share data) For the six months ended June 30, 2022 2023 RMB RMB US$ Net loss (56,166) (30,698) (4,235) Add: Depreciation and amortization 3,673 — — Subtract: Interest income, net 29 69 9 EBITDA (52,522) (30,767) (4,244) Add: Share-based compensation expenses 6,148 4,007 553 Change in

September 28, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100

September 28, 2023 EX-99.4

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.4 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations for the six months ended June 30, 2022 and 2023. This section should be read in conjunction with our unaudited condensed consolidated financial statem

September 28, 2023 EX-99.2

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents Exhibit 99.2 INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed consolidated balance sheets as of December 31, 2022 (as restated) and June 30, 2023 (unaudited) F-2 Unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2022 and 2023 F-3 Unaudited condensed consolidated statements of changes

September 28, 2023 EX-99.1

TuanChe Announces Unaudited First Half 2023 Financial Results

Exhibit 99.1 TuanChe Announces Unaudited First Half 2023 Financial Results BEIJING, September 28, 2023 (PRNewswire) – TuanChe Limited (“TuanChe,” “Company,” “we” or “our”) (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced its unaudited financial results for the six months ended June 30, 2023. Key First Half 2023 Financial and Operating Metrics Compared with the Pr

September 27, 2023 EX-12.1

Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Wei Wen, certify that: 1. I have reviewed this annual report on Form 20-F/A of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th

September 27, 2023 EX-13.1

Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TuanChe Limited (the “Company”) on Form 20-F/A for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wei Wen, Chairman and Chief Executive Officer of the Company, cer

September 27, 2023 EX-12.2

Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Simon Li, certify that: 1. I have reviewed this annual report on Form 20-F/A of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t

September 27, 2023 EX-15.2

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

Exhibit 15.2 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statement of TuanChe Limited on Form S-8 (File No. 333-230433) and Form F-3 (File No. 333-264942) of our report dated March 29, 2023, except for the effects of the restatement as described in Note 24, as to which the date is September 27, 2023, which includes an exp

September 27, 2023 EX-13.2

Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TuanChe Limited (the “Company”) on Form 20-F/A for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Simon Li, Chief Financial Officer of the Company, certify, pursua

September 27, 2023 EX-15.1

[The following is the signature page.]

Exhibit 15.1 September 27, 2023 To:TuanChe Limited (the “Company”) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 People’s Republic of China Ladies and Gentlemen, We hereby consent to the reference of our name under the headings “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” in the Company’s annual report on Form 20-F/A for the ye

September 27, 2023 20-F/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No.1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No.1) (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECT

August 21, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number 001-3873

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038

August 21, 2023 EX-99.1

TuanChe Limited Receives Second Compliance Period Granted by Nasdaq

Exhibit 99.1 TuanChe Limited Receives Second Compliance Period Granted by Nasdaq BEIJING, Aug. 21, 2023 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced that on August 18, 2023, it received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market Inc. (the "Nasdaq"), gr

June 15, 2023 EX-99.1

TuanChe Limited Announces the Appointment of Chief Financial Officer

Exhibit 99.1 TuanChe Limited Announces the Appointment of Chief Financial Officer BEIJING, June 15, 2023 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced the appointment of Mr. Simon Li as chief financial officer, effective from June 15, 2023. Mr. Simon Li has extensive experience in investment and corpo

June 15, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number 001-38737

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2023 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038,

May 24, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number 001-38737 T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038, P

May 24, 2023 EX-99.1

TuanChe Limited Announces the Appointment of Independent Director of the Board

Exhibit 99.1 TuanChe Limited Announces the Appointment of Independent Director of the Board BEIJING, May 24, 2023 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced a change in its board of directors (the "Board"). Mr. Fei Han tendered to the Board his resignation as an independent director of the Board, a

May 4, 2023 S-8

As filed with the Securities and Exchange Commission on May 4, 2023

As filed with the Securities and Exchange Commission on May 4, 2023 Registration No.

May 4, 2023 EX-FILING FEES

Calculation of Filing Fee Tables FORM S-8 (Form Type) TuanChe Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables FORM S-8 (Form Type) TuanChe Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(2)(4) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A ordinary shares, par value $0.

March 29, 2023 EX-4.6

English translations of Consent Letter granted by the spouse of each individual shareholder of TuanChe Internet dated February 14, 2023.

Exhibit 4.6 Consent Letter (English Translation) I, Liu Wenjie (Identity Card number: ), the legal spouse of Wen Wei, hereby unconditionally and irrevocably agree that Wen Wei executes the following documents (hereinafter referred to as the “Transaction Documents”) on February 14, 2023, and that the equity of TuanChe Internet Information Service (Beijing) Co., Ltd. (hereinafter referred to as “Bei

March 29, 2023 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents 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 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

March 29, 2023 EX-13.2

CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TuanChe Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wei Wen, Acting Chief Financial Officer of the Company, certify, pu

March 29, 2023 EX-4.3

English translation of Exclusive Business Cooperation Agreement between TuanYuan and TuanChe Internet dated February 14, 2023.

Exhibit 4.3 Exclusive Business Cooperation Agreement (English Translation) This Exclusive Business Cooperation Agreement (hereinafter referred to as this “Agreement”) is executed by and between the following two Parties on February 14, 2023 in Beijing, China. Party A: TuanYuan Internet Technology (Beijing) Co., Ltd. Add.: 926, 9F, 21 Yangfangdian Road, Haidian District, Beijing Party B: TuanChe In

March 29, 2023 EX-2.4

Description of Securities.

Exhibit 2.4 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) American Depositary Shares (“ADSs”), each representing 16 Class A ordinary shares of TuanChe Limited (“we,” “our,” “our company,” or “us”), are listed and traded on the Nasdaq Capital Market and, in connection with this listing (but not for trading),

March 29, 2023 EX-15.1

Consent of Shihui Partners.

Exhibit 15.1 March 29, 2023 To: TuanChe Limited (the “Company”) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 People’s Republic of China Ladies and Gentlemen, We hereby consent to the reference of our name under the headings “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure” in the Company’s annual report on Form 20-F for the year en

March 29, 2023 EX-12.2

CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Wei Wen, certify that: 1. I have reviewed this annual report on Form 20-F of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

March 29, 2023 EX-15.2

Consent of Marcum Asia CPAs LLP.

Exhibit 15.2 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statement of TuanChe Limited on Form S-8 (File No. 333-230433) and Form F-3 (File No. 333-264942) of our report dated March 29, 2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of th

March 29, 2023 EX-4.4

English translation of Exclusive Call Option Agreement among TuanYuan, TuanChe Internet and its shareholders dated February 14, 2023.

Exhibit 4.4 Exclusive Call Option Agreement (English Translation) This Exclusive Call Option Agreement (hereinafter referred to as this “Agreement”) is executed by and among the following parties on February 14, 2023 in Beijing, China: Party A:TuanYuan Internet Technology (Beijing) Co., Ltd., a solely foreign-owned enterprise incorporated and existing in accordance with the laws of the People’s Re

March 29, 2023 EX-4.27

2023 Share Incentive Plan.

Exhibit 4.27 TUANCHE LIMITED 2023 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE The purpose of the TuanChe Limited (“TuanChe”) Share Incentive Plan (the “Plan”) is to promote the success and enhance the value of TuanChe, a company formed under the laws of the Cayman Islands (the “Company”), by linking the personal interests of the members of the Board, Employees, Consultants and other individuals as the

March 29, 2023 EX-12.1

CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Wei Wen, certify that: 1. I have reviewed this annual report on Form 20-F of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

March 29, 2023 EX-13.1

CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TuanChe Limited (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wei Wen, Chairman and Chief Executive Officer of the Company, certi

March 29, 2023 EX-4.5

English translation of Equity Pledge Agreement among TuanYuan, TuanChe Internet and its shareholders dated February 14, 2023.

Exhibit 4.5 Equity Pledge Agreement (English Translation) This Equity Pledge Agreement (hereinafter referred to as this “Agreement”) is executed by and among the following Parties on February 14, 2023 in Beijing: Party A: TuanYuan Internet Technology (Beijing) Co., Ltd. (hereinafter referred to as the “Pledgee”) Add.: 926, 9F, 21 Yangfangdian Road, Haidian District, Beijing Party B: Wen Wei, a Chi

March 29, 2023 EX-4.7

English translations of Powers of Attorney granted by the shareholders of TuanChe Internet dated February 14, 2023.

Exhibit 4.7 Power of Attorney (English Translation) Wen Wei, a Chinese citizen, ID card number: (the “Signatory”), holds 69.8208% of the equity interests (the “Equity”) in TuanChe Internet Information Service (Beijing) Co., Ltd. (the “Company”). The Signatory hereby, with respect to the Equity, irrevocably authorizes TuanYuan Internet Technology (Beijing) Co., Ltd. (“TuanYuan”), a limited liabilit

February 22, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

February 22, 2023 EX-99.1

TuanChe Limited Announces Receipt of Minimum Bid Price Notice From Nasdaq

Exhibit 99.1 TuanChe Limited Announces Receipt of Minimum Bid Price Notice From Nasdaq BEIJING, Feb. 21, 2023 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced that it received a notification letter dated February 17, 2023 (the "Deficiency Letter") from the Listing Qualifications Department of The Nasdaq

February 21, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2023 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

February 21, 2023 EX-99.1

TuanChe Limited Announces Appointment of Acting Chief Financial Officer

EX-99.1 2 tm237402d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TuanChe Limited Announces Appointment of Acting Chief Financial Officer BEIJING, Feb. 17, 2023 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced that the board of directors of the Company has appointed Mr. Wei Wen, the Chief Executive Officer of the

February 13, 2023 SC 13G/A

TC / TuanChe Ltd / Sun Jianchen - SC 13G/A Passive Investment

SC 13G/A 1 tm236512d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TuanChe Limited (Name of Issuer) Class A Ordinary Shares, par value of $0.0001 per share (Title of Class of Securities) 89856T203** (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Sta

December 27, 2022 EX-99.1

TuanChe Announced Resignation of Deputy CFO

Exhibit 99.1 TuanChe Announced Resignation of Deputy CFO BEIJING, Dec. 23, 2022 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced that Mr. Chenxi Yu, the Company's Deputy Chief Financial Officer, informed the Company of his intention to resign from his position due to personal reasons. The resignation of

December 27, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

November 28, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

November 28, 2022 EX-99.1

TuanChe Announces Closing of $15 Million Registered Direct Offering

Exhibit 99.1 TuanChe Announces Closing of $15 Million Registered Direct Offering BEIJING, Nov. 25, 2022 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced the closing of its previously announced registered direct offering with investors for the purchase and sale of (1) 5,454,546 of the Company's American D

November 23, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

November 23, 2022 EX-99.1

[The following is the signature page.]

Exhibit 99.1 November 23, 2022 To: TuanChe Limited (the ?Company?) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 People?s Republic of China Ladies and Gentlemen, We hereby consent to the reference of our name under the heading ?Prospectus Summary?, ?Risk Factors? and ?Enforceability of Civil Liabilities? in the Company?s prospectus on Form F-3/A (the ?Prospectus Su

November 23, 2022 424B5

3,654,546 American Depositary Shares Representing 58,472,736 Class A Ordinary Shares Pre-Funded Warrants to Purchase up to 1,800,000 American Depositary Shares Warrants to Purchase up to 5,454,546 American Depositary Shares Up to 7,254,546 American D

Filed Pursuant to Rule 424(b)(5) Registration No. 333-264942 Prospectus Supplement (To Prospectus dated August 25, 2022) 3,654,546 American Depositary Shares Representing 58,472,736 Class A Ordinary Shares Pre-Funded Warrants to Purchase up to 1,800,000 American Depositary Shares Warrants to Purchase up to 5,454,546 American Depositary Shares Up to 7,254,546 American Depositary Shares (representin

November 23, 2022 EX-4.2

Form of Warrant

Exhibit 4.2 WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES TUANCHE LIMITED Warrant ADSs: Original Issuance Date: November 23, 2022 THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise an

November 23, 2022 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of November 21, 2022, between TuanChe Limited, a Cayman Islands corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and condition

November 23, 2022 EX-10.2

Placement Agent Agreement dated November 21, 2022 between TuanChe Limited and Aegis Capital Corp.

Exhibit 10.2 AEGIS CAPITAL CORP. November 21, 2022 PERSONAL AND CONFIDENTIAL Mr. Wei Wen, Chief Executive Officer TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing, 100038 Re: TuanChe Registered Direct Offering Dear Mr. Wen: The purpose of this placement agent agreement (the ?Agreement?) is to outline our agreement pursuant to which Aegis Capital Corp. (?Aegis?

November 23, 2022 EX-99.2

TuanChe Announces Pricing of $15 Million Registered Direct Offering

Exhibit 99.2 TuanChe Announces Pricing of $15 Million Registered Direct Offering BEIJING, Nov. 21, 2022 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced that it has entered into a definitive agreement with investors for the purchase and sale of (1) 5,454,546 of the Company's American Depositary Shares ("

November 23, 2022 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 PREFUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES TUANCHE LIMITED Warrant ADSs: Original Issuance Date: November 23, 2022 THIS PREFUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limita

November 17, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

November 17, 2022 EX-99.1

TuanChe and IAT Establish Strategic Partnership to Develop and Market New Energy Vehicles

Exhibit 99.1 TuanChe and IAT Establish Strategic Partnership to Develop and Market New Energy Vehicles BEIJING, Nov. 17, 2022 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, has recently signed a strategic cooperation agreement with IAT Automobile Technology Co., Ltd. ("IAT") (Shenzhen Stock Exchange: 300825), one of t

November 4, 2022 EX-99.2

TuanChe and S-TECH Technology Establish Strategic Cooperation to Develop and Market New Energy Vehicles

Exhibit 99.2 TuanChe and S-TECH Technology Establish Strategic Cooperation to Develop and Market New Energy Vehicles BEIJING, Nov. 4, 2022 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, has recently signed a strategic cooperation agreement with Beijing S-TECH Technology ("S-TECH"). S-TECH is a research-based technolog

November 4, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

November 4, 2022 EX-99.1

TuanChe Limited Announces Results of Annual General Meeting of Shareholders

Exhibit 99.1 TuanChe Limited Announces Results of Annual General Meeting of Shareholders BEIJING, Nov. 4, 2022 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced the results of the Company's 2022 Annual General Meeting of Shareholders ("2022 AGM") held on November 4, 2022, at 10:00 a.m. China Standard Time

October 21, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number 001-387

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10003

October 21, 2022 EX-99.1

TuanChe and YangMing New Energy Technology Establish Strategic Cooperation to Develop Battery and Energy Storage Technologies

Exhibit 99.1 TuanChe and YangMing New Energy Technology Establish Strategic Cooperation to Develop Battery and Energy Storage Technologies BEIJING, Oct. 21, 2022 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, has recently signed a strategic cooperation agreement with YangMing New Energy Technology ("YangMing") to expa

September 30, 2022 EX-99.3

TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) FORM OF PROXY FOR ANNUAL GENERAL MEETING (or any adjourned or postponed meeting thereof) to Be Held on November 4, 2022

Exhibit 99.3 TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) FORM OF PROXY FOR ANNUAL GENERAL MEETING (or any adjourned or postponed meeting thereof) to Be Held on November 4, 2022 Introduction This Form of Proxy is furnished in connection with the solicitation by the Board of Directors (the ?Board?) of TuanChe Limited, a Cayman Islands company (the ?Compan

September 30, 2022 EX-99.1

TuanChe to Hold 2022 Annual General Meeting on November 4, 2022

Exhibit 99.1 TuanChe to Hold 2022 Annual General Meeting on November 4, 2022 BEIJING, September 30, 2022? TuanChe Limited (?TuanChe? or the ?Company?) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced that it would hold its 2022 annual general meeting of shareholders at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing 100038, The People?s

September 30, 2022 EX-99.4

21266 TuanChe Limited VIF Proof 2Annual General Meeting of TuanChe Limited Date: November 4, 2022 See Voting Instruction On Reverse Side. Please make your marks like this: Use pen onlyAnnual General Meeting of TuanChe Limited to be held on November 4

Exhibit 99.4 21266 TuanChe Limited VIF Proof 2Annual General Meeting of TuanChe Limited Date: November 4, 2022 See Voting Instruction On Reverse Side. Please make your marks like this: Use pen onlyAnnual General Meeting of TuanChe Limited to be held on November 4, 2022 For Holders as of October 3, 2022RESOLUTIONS: 1. The ordinary resolution as set out in the Notice of Annual General Meeting regard

September 30, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2022 Commission File Number 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10

September 30, 2022 EX-99.2

TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) NOTICE OF ANNUAL GENERAL MEETING to Be Held on November 4, 2022 (or any adjourned or postponed meeting thereof)

Exhibit 99.2 TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) NOTICE OF ANNUAL GENERAL MEETING to Be Held on November 4, 2022 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an Annual General Meeting (?AGM?) of TuanChe Limited (the ?Company?) will be held at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing

September 29, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100

September 29, 2022 EX-99.2

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents Exhibit 99.2 INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed consolidated balance sheets as of December 31, 2021 and June 30, 2022 (unaudited) F-2 Unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2021 and 2022 F-3 Unaudited condensed consolidated statements of changes in equity for

September 29, 2022 EX-99.4

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.4 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This management?s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations for the six months ended June 30, 2021 and 2022. This section should be read in conjunction with our unaudited condensed consolidated financial statem

September 29, 2022 EX-99.3

TUANCHE LIMITED RECONCILIATION OF NON-GAAP AND GAAP RESULTS (Amount in thousands, except share and per share data)

Exhibit 99.3 TUANCHE LIMITED RECONCILIATION OF NON-GAAP AND GAAP RESULTS (Amount in thousands, except share and per share data) ? ? ? ? ? ? ? ? ? ? ? For the six months ended June 30, ? ? ? 2021 ? 2022 ? ? RMB RMB US$ ? Net loss ? (22,596) ? (56,166) ? (8,383) ? Add: ? ? ? ? ? ? ? Depreciation and amortization ? 4,634 ? 3,673 ? 548 ? Subtract: ? ? ? ? ? ? ? Interest income, net ? 496 ? 29 ? 4 ? EB

September 29, 2022 EX-99.1

TuanChe Announces Unaudited First Half 2022 Financial Results

Exhibit 99.1 ? TuanChe Announces Unaudited First Half 2022 Financial Results BEIJING, September 29, 2022 (PRNewswire) ? TuanChe Limited (?TuanChe,? ?Company,? ?we? or ?our?) (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced its unaudited financial results for the six months ended June 30, 2022. Key First Half 2022 Financial and Operating Metrics Compared with the

September 2, 2022 CORRESP

TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 The People’s Republic of China

CORRESP 1 filename1.htm TuanChe Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 The People’s Republic of China September 2, 2022 VIA EDGAR Erin Jaskot Ryan Lichtenfels Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: TuanChe Limited (CIK No. 0001743340) Registration

August 25, 2022 F-3/A

Form F-3 (No. 333-264942)

As filed with the Securities and Exchange Commission on August 25, 2022 Registration No.

August 16, 2022 CORRESP

Wilson Sonsini Goodrich & Rosati, Professional Corporation 威尔逊 · 桑西尼 · 古奇 · 罗沙迪律师事务所 austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilming

Unit 2901, 29F, Tower C Beijing Yintai Centre No. 2 Jianguomenwai Avenue Chaoyang District, Beijing 100022 People?s Republic of China Phone: 86-10-6529-8300 Fax: 86-10-6529-8399 Website: www.wsgr.com ??????????????2? ???????C?29?2901? ????: 100022 ??: 86-10-6529-8300 ??: 86-10-6529-8399 ??: www.wsgr.com Via EDAGR? August 16, 2022 Mr. Ryan Lichtenfels Ms. Erin Jaskot Division of Corporation Finance

August 16, 2022 F-3/A

As filed with the Securities and Exchange Commission on August 16, 2022

As filed with the Securities and Exchange Commission on August 16, 2022 Registration No.

August 2, 2022 CORRESP

Wilson Sonsini Goodrich & Rosati, Professional Corporation austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de

CORRESP 1 filename1.htm Unit 2901, 29F, Tower C Beijing Yintai Centre No. 2 Jianguomenwai Avenue Chaoyang District, Beijing 100022 People’s Republic of China Phone: 86-10-6529-8300 Fax: 86-10-6529-8399 Website: www.wsgr.com 中国北京市朝阳区建国门外大街2号 银泰中心写字楼C座29层2901室 邮政编码: 100022 电话: 86-10-6529-8300 传真: 86-10-6529-8399 网站: www.wsgr.com Via EDAGR August 2, 2022 Mr. Ryan Lichtenfels Mr. Dietrich King Divisio

August 2, 2022 F-3/A

As filed with the Securities and Exchange Commission on August 2, 2022

As filed with the Securities and Exchange Commission on August 2, 2022 Registration No.

July 14, 2022 CORRESP

Wilson Sonsini Goodrich & Rosati, Professional Corporation austin beijing boston BOULDER brussels hong kong london los angeles new york palo alto SALT LAKE CITY san diego san francisco seattle shanghai washington, dc wilmington, de

CORRESP 1 filename1.htm Unit 2901, 29F, Tower C Beijing Yintai Centre No. 2 Jianguomenwai Avenue Chaoyang District, Beijing 100022 People’s Republic of China Phone: 86-10-6529-8300 Fax: 86-10-6529-8399 Website: www.wsgr.com 中国北京市朝阳区建国门外大街2号 银泰中心写字楼C座29层2901室 邮政编码: 100022 电话: 86-10-6529-8300 传真: 86-10-6529-8399 网站: www.wsgr.com Via EDAGR July 14, 2022 Mr. Ryan Lichtenfels Ms. Erin Jaskot Division o

July 14, 2022 F-3/A

As filed with the Securities and Exchange Commission on July 14, 2022

As filed with the Securities and Exchange Commission on July 14, 2022 Registration No.

June 15, 2022 F-3/A

As filed with the Securities and Exchange Commission on June 15, 2022

As filed with the Securities and Exchange Commission on June 15, 2022 Registration No.

June 15, 2022 CORRESP

Wilson Sonsini Goodrich & Rosati, Professional Corporation austin beijing boston brussels hong kong london los angeles new york palo alto san diego san francisco seattle shanghai washington, dc wilmington, de

CORRESP 1 filename1.htm Unit 2901, 29F, Tower C Beijing Yintai Centre No. 2 Jianguomenwai Avenue Chaoyang District, Beijing 100022 People’s Republic of China Phone: 86-10-6529-8300 Fax: 86-10-6529-8399 Website: www.wsgr.com 中国北京市朝阳区建国门外大街2号 银泰中心写字楼C座29层2901室 邮政编码: 100022 电话: 86-10-6529-8300 传真: 86-10-6529-8399 网站: www.wsgr.com Via EDAGR June 15, 2022 Mr. Ryan Lichtenfels Ms. Erin Jaskot Division o

June 15, 2022 EX-FILING FEES

Exhibit Filing Fees

. Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) TuanChe Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Ca

May 13, 2022 EX-4.5

Form of Indenture

EX-4.5 2 tm2215503d1ex4-5.htm EXHIBIT 4.5 Exhibit 4.5 TUANCHE LIMITED INDENTURE Dated as of , 2022 [ ] Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 2 Section 1.1 Definitions 2 Section 1.2 Other Definitions 5 Section 1.3 Incorporation by Reference of Trust Indenture Act 5 Section 1.4 Rules of Construction 5 ARTICLE II THE SECURITIES 6 Section 2.1 Issuable in S

May 13, 2022 F-3

Powers of Attorney (included as part of signature page of Part II of this registration statement)

As filed with the Securities and Exchange Commission on May 13, 2022 Registration No.

May 13, 2022 EX-FILING FEES

Exhibit Filing Fees

Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) TuanChe Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity security Class A ordinary shares, par value US$0.

April 29, 2022 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 29, 2022 EX-12.2

CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Chenxi Yu, certify that: 1. I have reviewed this annual report on Form 20-F of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th

April 29, 2022 EX-13.1

CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TuanChe Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wei Wen, Chairman and Chief Executive Officer of the Company, certi

April 29, 2022 EX-13.2

CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TuanChe Limited (the “Company”) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chenxi Yu, Deputy Chief Financial Officer of the Company, certify,

April 29, 2022 EX-15.2

Consent of Marcum Bernstein & Pinchuk LLP.

EX-15.2 9 tmb-20211231xex15d2.htm EX-15.2 Exhibit 15.2 Beijing Office Kerry Center South Tower 1 Guang hua Rd., #2419-2422, Chaoyang Dist., Beijing 100020 T 8610.8518.7992 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in this Registration Statement of TuanChe Limited on Form S-8 [FILE NO. 333-230433] of our report dated April 29, 2022, which i

April 29, 2022 EX-15.1

Consent of Shihui Partners.

? Exhibit 15.1 ? April 29, 2022 ? To: TuanChe Limited (the ?Company?) ? 9F, Ruihai Building, No. 21 Yangfangdian Road ? Haidian District, Beijing 100038 ? People?s Republic of China ? Ladies and Gentlemen, ? We hereby consent to the reference of our name under the headings ?Item 3. Key Information?D. Risk Factors?Risks Related to Our Corporate Structure? in the Company?s annual report on Form 20-F

April 29, 2022 EX-15.4

Letter from PricewaterhouseCoopers Zhong Tian LLP to the Securities and Exchange Commission.

Exhibit 15.4 April 29, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by TuanChe Limited (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 16F of Form 20-F of TuanChe Limited dated April 29, 2022. We agree with the statements concerning our Firm contained

April 29, 2022 EX-1.3

Amendment to the Seventh Amended and Restated Articles of Association of the Registrant approved and adopted by shareholders on November 17, 2021.

EX-1.3 2 tmb-20211231xex1d3.htm EX-1.3 Exhibit 1.3 EXTRACT FROM THE MINUTES OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF TUANCHE LIMITED ON NOVEMBER 17, 2021 Certify A True Copy By CIA Asia Corporate Services Limited /s/ Grace Gu For and on behalf of CIA Asia Corporate Services Limited Date: 2022.3.31

April 29, 2022 EX-12.1

CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Wei Wen, certify that: 1. I have reviewed this annual report on Form 20-F of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

April 6, 2022 EX-99.1

TuanChe Announces Unaudited Fourth Quarter and Full Year 2021 Financial Results

Exhibit 99.1 TuanChe Announces Unaudited Fourth Quarter and Full Year 2021 Financial Results BEIJING, April 4, 2022 (PRNewswire) ? TuanChe Limited (?TuanChe,? ?Company,? ?we? or ?our?) (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2021. Key Fourth Quarter 2021 Financial and

April 6, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number 001-38737

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038,

February 11, 2022 SC 13G/A

TC / TuanChe Ltd / Lan Zhiwen - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* TuanChe Limited (Name of Issuer) Class A Ordinary Shares, par value of $0.0001 per share (Title of Class of Securities) 89856T104** (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

February 11, 2022 SC 13G/A

TC / TuanChe Ltd / Wen Wei - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* TuanChe Limited (Name of Issuer) Class A Ordinary Shares, par value of $0.0001 per share Class B Ordinary Shares, par value of $0.0001 per share (Title of Class of Securities) 89856T104** (CUSIP Number) December 31, 2021 (Date of Event which Requires Fil

January 24, 2022 EX-99.1

TuanChe Outlines Preliminary Plan for Its EV Business

Exhibit 99.1 TuanChe Outlines Preliminary Plan for Its EV Business BEIJING, Jan. 21, 2022 /PRNewswire/ - TuanChe Limited ("TuanChe" or "the Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today revealed its preliminary plan for the new electric vehicle (EV) business. "We seek to differentiate our EV models from other models on the market that are either luxurious or o

January 24, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number 001-387

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10003

January 13, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number 001-387

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10003

January 13, 2022 EX-99.1

TuanChe Announces Unaudited Third Quarter 2021 Financial Results

Exhibit 99.1 TuanChe Announces Unaudited Third Quarter 2021 Financial Results BEIJING, Jan. 13, 2022 /PRNewswire/ - TuanChe Limited ("TuanChe," "Company," "we" or "our") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced its unaudited financial results for the third quarter ended September 30, 2021. Key Third Quarter 2021 Financial and Operating Metrics ? Net reven

January 5, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number 001-387

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10003

January 5, 2022 EX-99.1

TuanChe Announces Plan to Strategically Expand into Electric Vehicle Manufacturing Sector

Exhibit 99.1 TuanChe Announces Plan to Strategically Expand into Electric Vehicle Manufacturing Sector BEIJING, Jan. 5, 2022 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced its strategic plan to establish a new electric vehicle (EV) business line including a design, R&D and manufacturing team and expand

November 17, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

November 17, 2021 EX-99.1

TuanChe Limited Announces Results of Annual General Meeting of Shareholders

Exhibit 99.1 TuanChe Limited Announces Results of Annual General Meeting of Shareholders BEIJING, November 17, 2021 (PRNewswire) ? TuanChe Limited (?TuanChe? or the ?Company?) (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced the results of the Company?s 2021 Annual General Meeting of Shareholders (?2021 AGM?) held on November 17, 2021, at 10:00 a.m. China Standar

November 12, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

November 12, 2021 EX-99.1

TuanChe Announces Receipt of Withdrawal of Going Private Proposal

Exhibit 99.1 TuanChe Announces Receipt of Withdrawal of Going Private Proposal BEIJING, Nov.12, 2021? TuanChe Limited (?TuanChe? or the ?Company?) (NASDAQ: TC), a leading integrated automotive marketplace in China, today announced that it has recently received a notice from its chairman and chief executive officer, Mr. Wei Wen (?Mr. Wen?), stating that in order to open up more opportunities for th

October 4, 2021 EX-99.3

TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) FORM OF PROXY FOR ANNUAL GENERAL MEETING (or any adjourned or postponed meeting thereof) to Be Held on November 17, 2021

Exhibit 99.3 TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) FORM OF PROXY FOR ANNUAL GENERAL MEETING (or any adjourned or postponed meeting thereof) to Be Held on November 17, 2021 Introduction This Form of Proxy is furnished in connection with the solicitation by the Board of Directors (the ?Board?) of TuanChe Limited, a Cayman Islands company (the ?Compa

October 4, 2021 EX-99.1

TuanChe to Hold 2021 Annual General Meeting on November 17, 2021

Exhibit 99.1 TuanChe to Hold 2021 Annual General Meeting on November 17, 2021 BEIJING, October 4, 2021? TuanChe Limited (?TuanChe? or the ?Company?) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced that it would hold its 2021 annual general meeting of shareholders at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing 100038, The People?s R

October 4, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2021 Commission File Number 001-38

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2021 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

October 4, 2021 EX-99.4

Voting Instruction Card to Registered Holders of American Depositary Receipts

Exhibit 99.4

October 4, 2021 EX-99.2

TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) NOTICE OF ANNUAL GENERAL MEETING to Be Held on November 17, 2021 (or any adjourned or postponed meeting thereof)

Exhibit 99.2 TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) NOTICE OF ANNUAL GENERAL MEETING to Be Held on November 17, 2021 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an Annual General Meeting (?AGM?) of TuanChe Limited (the ?Company?) will be held at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing

September 29, 2021 EX-99.1

TuanChe Announces Unaudited Second Quarter 2021 Financial Results

Exhibit 99.1 TuanChe Announces Unaudited Second Quarter 2021 Financial Results BEIJING, Sept. 29, 2021 /PRNewswire/ - TuanChe Limited ("TuanChe," "Company," "we" or "our") (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced its unaudited financial results for the second quarter ended June 30, 2021. Key Second Quarter 2021 Financial and Operating Metrics ? Net reve

September 29, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100

September 16, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100

September 16, 2021 EX-99.1

TuanChe Announces the Change of Auditor

Exhibit 99.1 TuanChe Announces the Change of Auditor BEIJING, September 15, 2021 (PRNewswire) ? TuanChe Limited (?TuanChe,? ?Company,? ?we? or ?our?) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced the Audit Committee and the Board of Directors of the Company dismissed PricewaterhouseCoopers Zhong Tian LLP (?PwC?) as its independent registered public accountin

June 30, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2021 Commission File Number 001-38737

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2021 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038,

June 30, 2021 EX-99.1

TuanChe Announces Unaudited First Quarter 2021 Financial Results

EX-99.1 2 tm2121100d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 TuanChe Announces Unaudited First Quarter 2021 Financial Results BEIJING, June 30, 2021 (PRNewswire) – TuanChe Limited (“TuanChe,” “Company,” “we” or “our”) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced its unaudited financial results for the first quarter ended March 31, 2021. Key First Quarter 2021

May 14, 2021 EX-4.7

English translations of Powers of Attorney granted by the shareholders of TuanChe Internet dated September 3, 2020.

Exhibit 4.7 Power of Attorney (English Translation) Wen Wei, a Chinese citizen, ID card number: (the ?Signatory?), holds 66.00% of the equity interests (the ?Equity?) in TuanChe Internet Information Service (Beijing) Co., Ltd. (the ?Company?). The Signatory hereby, with respect to the Equity, irrevocably authorizes TuanYuan Internet Technology (Beijing) Co., Ltd. (?TuanYuan?), a limited liability

May 14, 2021 EX-13.1

CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TuanChe Limited. (the ?Company?) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Wei Wen, Chairman and Chief Executive Officer of the Company, cert

May 14, 2021 EX-2.4

Description of Securities.

EX-2.4 3 tm211772d1ex2-4.htm EXHIBIT 2.4 Exhibit 2.4 Description of rights of each class of securities registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) American Depositary Shares (“ADSs”), each representing 16 Class A ordinary shares of TuanChe Limited (“we,” “our,” “our company,” or “us”), are listed and traded on the Nasdaq Capital Market and, in connection

May 14, 2021 EX-4.21

English translation of Equity Pledge Agreement between and among Chema Technology (Beijing) Co., Ltd., Wei Wen, Jianchen Sun, Congwu Chen, and Tansuo Jixian Technology (Beijing) Co., Ltd. dated June 24, 2018 (incorporated by reference to Exhibit 4.21 of our Annual Report on Form 20-F (file No. 001-38737) filed with the Securities and Exchange Commission on May 14, 2021).

Exhibit 4.21 Equity Pledge Agreement (English Translation) This Equity Pledge Agreement (hereinafter referred to as this ?Agreement?) is executed by and among the following Parties on June 24, 2018 in Beijing: Party A: Chema Technology (Beijing) Co., Ltd. (hereinafter referred to as the ?Pledgee?) Add.: 931, 9F, 21 Yangfangdian Road, Haidian District, Beijing Party B: Wen Wei, a Chinese citizen, I

May 14, 2021 EX-4.3

English translation of Exclusive Business Cooperation Agreement between TuanYuan and TuanChe Internet dated September 3, 2020.

Exhibit 4.3 Exclusive Business Cooperation Agreement (English Translation) This Exclusive Business Cooperation Agreement (hereinafter referred to as this ?Agreement?) is executed by and between the following two Parties on September 3, 2020 in Beijing, China. Party A: TuanYuan Internet Technology (Beijing) Co., Ltd. Add.: 926, 9F, 21 Yangfangdian Road, Haidian District, Beijing Party B: TuanChe In

May 14, 2021 EX-4.6

English translations of Consent Letter granted by the spouse of each individual shareholder of TuanChe Internet dated September 3, 2020.

Exhibit 4.6 Consent Letter (English Translation) I, Liu Wenjie (Identity Card number: ), the legal spouse of Wen Wei, hereby unconditionally and irrevocably agree that Wen Wei executes the following documents (hereinafter referred to as the ?Transaction Documents?) on September 3, 2020, and that the equity of TuanChe Internet Information Service (Beijing) Co., Ltd. (hereinafter referred to as ?Bei

May 14, 2021 EX-4.20

English translation of Exclusive Call Option Agreement between and among Chema Technology (Beijing) Co., Ltd., Wei Wen, Jianchen Sun, Congwu Chen, and Tansuo Jixian Technology (Beijing) Co., Ltd. dated June 24, 2018 (incorporated by reference to Exhibit 4.20 of our Annual Report on Form 20-F (file No. 001-38737) filed with the Securities and Exchange Commission on May 14, 2021).

EX-4.20 10 tm211772d1ex4-20.htm EXHIBIT 4.20 Exhibit 4.20 Exclusive Call Option Agreement (English Translation) This Exclusive Call Option Agreement (hereinafter referred to as this “Agreement”) is executed by and among the following parties on June 24, 2018 in Beijing, China: Party A:       Chema Technology (Beijing) Co., Ltd., a solely foreign-owned enterprise incorporated and existing in accord

May 14, 2021 EX-13.2

CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TuanChe Limited. (the ?Company?) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Chenxi Yu, Deputy Chief Financial Officer of the Company, certify,

May 14, 2021 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F

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 ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC

May 14, 2021 EX-12.1

CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Wei Wen, certify that: 1. I have reviewed this annual report on Form 20-F of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

May 14, 2021 EX-4.5

English translation of Equity Pledge Agreement among TuanYuan, TuanChe Internet and its shareholders dated September 3, 2020.

Exhibit 4.5 Equity Pledge Agreement (English Translation) This Equity Pledge Agreement (hereinafter referred to as this ?Agreement?) is executed by and among the following Parties on September 3, 2020 in Beijing: Party A: TuanYuan Internet Technology (Beijing) Co., Ltd. (hereinafter referred to as the ?Pledgee?) Add.: ???????926, 9F, 21 Yangfangdian Road, Haidian District, Beijing Party B: Wen Wei

May 14, 2021 EX-4.24

English translations of Powers of Attorney granted by the shareholders of Tansuo Jixian Technology (Beijing) Co., Ltd. dated June 24, 2020 (incorporated by reference to Exhibit 4.24 of our Annual Report on Form 20-F (file No. 001-38737) filed with the Securities and Exchange Commission on May 14, 2021).

Exhibit 4.24 Power of Attorney (English Translation) Wen Wei, a Chinese citizen, ID card number: (the ?Signatory?), holds 77.59% of the equity interests (the ?Equity?) in Tansuo Jixian Technology (Beijing) Co., Ltd. (the ?Company?). The Signatory hereby, with respect to the Equity, irrevocably authorizes Chema Technology (Beijing) Co., Ltd. (?Chema Technology?), a limited liability company incorpo

May 14, 2021 EX-12.2

CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Chenxi Yu, certify that: 1. I have reviewed this annual report on Form 20-F of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th

May 14, 2021 EX-15.2

Consent of PricewaterhouseCoopers Zhong Tian LLP.

EX-15.2 21 tm211772d1ex15-2.htm EXHIBIT 15.2 Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-230433) of TuanChe Limited of our report dated May 14, 2021 relating to the financial statements, which appears in this Form 20-F. /s/ PricewaterhouseCoopers Zhong Tian LLP Beijing,

May 14, 2021 EX-1.2

Amendment to the Seventh Amended and Restated Articles of Association of the Registrant approved and adopted by shareholders on November 15, 2019 (incorporated by reference to Exhibit 1.2 of our Annual Report on Form 20-F (file No. 001-38737) filed with the Securities and Exchange Commission on May 14, 2021).

Exhibit 1.2 EXTRACT FROM THE MINUTES OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF TUANCHE LIMITED ON NOVEMBER 15, 2019 Certify A True Copy By CIA Asia Corporate Services Limited /s/ Grace Gu For and on behalf of CIA Asia Corporate Services Limited Date: 2021.5.14

May 14, 2021 EX-4.22

English translation of Consent Letter granted by the spouse of Wei Wen and Jianchen Sun, shareholders of Tansuo Jixian Technology (Beijing) Co., Ltd. dated June 23, 2020 (incorporated by reference to Exhibit 4.22 of our Annual Report on Form 20-F (file No. 001-38737) filed with the Securities and Exchange Commission on May 14, 2021).

EX-4.22 12 tm211772d1ex4-22.htm EXHIBIT 4.22 Exhibit 4.22 Consent Letter (English Translation) I, Liu Wenjie (Identity Card number: ), the legal spouse of Wen Wei, hereby unconditionally and irrevocably agree that Wen Wei executes the following documents (hereinafter referred to as the “Transaction Documents”) on June 24, 2018, and that the equity of Tansuo Jixian Technology (Beijing) Co., Ltd. (h

May 14, 2021 EX-99.1

TuanChe Limited Files Its Annual Report on Form 20-F

Exhibit 99.1 TuanChe Limited Files Its Annual Report on Form 20-F BEIJING, May 14, 2021 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced that it filed its annual report on Form 20-F for the fiscal year ended December 31, 2020 with the Securities and Exchange Commission on May 14, 2021. The annual repor

May 14, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number 001-38737 T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038, P

May 14, 2021 EX-4.4

English translation of Exclusive Call Option Agreement among TuanYuan, TuanChe Internet and its shareholders dated September 3, 2020.

Exhibit 4.4 Exclusive Call Option Agreement (English Translation) This Exclusive Call Option Agreement (hereinafter referred to as this ?Agreement?) is executed by and among the following parties on September 3, 2020 in Beijing, China: Party A:??????????TuanYuan Internet Technology (Beijing) Co., Ltd., a solely foreign-owned enterprise incorporated and existing in accordance with the laws of the P

May 14, 2021 EX-4.19

English translation of Exclusive Business Cooperation Agreement between Chema Technology (Beijing) Co., Ltd. and Tansuo Jixian Technology (Beijing) Co., Ltd. dated June 24, 2018 (incorporated by reference to Exhibit 4.19 of our Annual Report on Form 20-F (file No. 001-38737) filed with the Securities and Exchange Commission on May 14, 2021).

Exhibit 4.19 Exclusive Business Cooperation Agreement (English Translation) This Exclusive Business Cooperation Agreement (hereinafter referred to as this ?Agreement?) is executed by and between the following two Parties on June 24, 2018 in Beijing, China. Party A: Chema Technology (Beijing) Co., Ltd. Add.: 931, 9F, 21 Yangfangdian Road, Haidian District, Beijing Party B: Tansuo Jixian Technology

May 14, 2021 EX-4.23

English translation of Consent Letter granted by the spouse of Congwu Chen, a shareholder of Tansuo Jixian Technology (Beijing) Co., Ltd. dated June 24, 2020 (incorporated by reference to Exhibit 4.23 of our Annual Report on Form 20-F (file No. 001-38737) filed with the Securities and Exchange Commission on May 14, 2021).

EX-4.23 13 tm211772d1ex4-23.htm EXHIBIT 4.23 Exhibit 4.23 Consent Letter (English Translation) I, Xu Li (Identity Card number: ), the legal spouse of Cheng Congwu, hereby unconditionally and irrevocably agree that Cheng Congwu executes the following documents (hereinafter referred to as the “Transaction Documents”) on June 24, 2018, and that the equity of Tansuo Jixian Technology (Beijing) Co., Lt

May 14, 2021 EX-15.1

Consent of Shihui Partners.

Exhibit 15.1 May 14, 2021 To: TuanChe Limited (the ?Company?) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 People?s Republic of China Ladies and Gentlemen, We hereby consent to the reference of our name under the headings ?Item 3. Key Information?D. Risk Factors?Risks Related to Our Corporate Structure? and ?Item 4. Information on the Company?C. Organizational Str

April 30, 2021 NT 20-F

- NT 20-F

SEC FILE NUMBER 001-38737 CUSIP NUMBER 89856T104 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 12, 2021 EX-99.1

TuanChe Announces Unaudited Fourth Quarter and Full Year 2020 Financial Results

Exhibit 99.1 TuanChe Announces Unaudited Fourth Quarter and Full Year 2020 Financial Results BEIJING, April 12, 2021 (PRNewswire) ? TuanChe Limited (?TuanChe,? ?Company,? ?we? or ?our?) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced its unaudited financial results for the fourth quarter and full year ended December 31, 2020. Key Fourth Quarter 2020 Financial

April 12, 2021 6-K

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2021 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038,

February 8, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TuanChe Limited (Name of Issuer) Class A Ordinary Shares, par value of $0.0001 per share Class B Ordinar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TuanChe Limited (Name of Issuer) Class A Ordinary Shares, par value of $0.0001 per share Class B Ordinary Shares, par value of $0.0001 per share (Title of Class of Securities) 89856T104** (CUSIP Number) December 31, 2020 (Date of Event which Requires Fil

February 8, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TuanChe Limited (Name of Issuer) Class A Ordinary Shares, par value of $0.0001 per share (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* TuanChe Limited (Name of Issuer) Class A Ordinary Shares, par value of $0.0001 per share (Title of Class of Securities) 89856T104** (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

February 8, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TuanChe Limited (Name of Issuer) Class A Ordinary Shares, par value of $0.0001 per share (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TuanChe Limited (Name of Issuer) Class A Ordinary Shares, par value of $0.0001 per share (Title of Class of Securities) 89856T104** (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

January 21, 2021 6-K

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2021 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10003

January 21, 2021 EX-99.1

TuanChe Announces Receipt of Preliminary Non-Binding “Going Private” Proposal

Exhibit 99.1 TuanChe Announces Receipt of Preliminary Non-Binding “Going Private” Proposal Beijing, China, January 21, 2021 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced that its board of directors (the “Board”) has received a preliminary non-binding proposal letter (the “Proposal”) dated January 21

December 18, 2020 EX-99.1

TuanChe Announces Unaudited Third Quarter 2020 Financial Results

Exhibit 99.1 TuanChe Announces Unaudited Third Quarter 2020 Financial Results BEIJING, December 18, 2020 (PRNewswire) – TuanChe Limited (“TuanChe,” “Company,” “we” or “our”) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced its unaudited financial results for the third quarter ended September 30, 2020. Key Third Quarter 2020 Financial and Operating Metrics Compa

December 18, 2020 6-K

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2020 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1000

October 20, 2020 6-K

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2020 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10003

October 20, 2020 EX-99.1

TuanChe Announces ADS Ratio Change

Exhibit 99.1 TuanChe Announces ADS Ratio Change BEIJING, Oct. 20, 2020 /PRNewswire/ - TuanChe Limited ("TuanChe" or the "Company") (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced that it will change the ratio of its American depositary Shares ("ADSs") to Class A ordinary shares from one (1) ADS representing four (4) Class A ordinary shares to one (1) ADS repre

October 19, 2020 EX-99.1

TuanChe Limited Announces Results of Annual General Meeting of Shareholders

Exhibit 99.1 TuanChe Limited Announces Results of Annual General Meeting of Shareholders BEIJING, October 19, 2020 (PRNewswire) – TuanChe Limited (“TuanChe” or the “Company”) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced the results of the Company’s 2020 Annual General Meeting of Shareholders (“2020 AGM”) held on October 19, 2020, at 10:00 a.m. China Standar

October 19, 2020 6-K

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2020 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10003

September 18, 2020 EX-99.1

TuanChe Announces Unaudited Second Quarter 2020 Financial Results

Exhibit 99.1 TuanChe Announces Unaudited Second Quarter 2020 Financial Results BEIJING, September 18, 2020 (PRNewswire) – TuanChe Limited (“TuanChe,” “Company,” “we” or “our”) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced its unaudited financial results for the second quarter ended June 30, 2020. Key Second Quarter 2020 Financial and Operating Metrics Compar

September 18, 2020 6-K

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2020 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100

September 14, 2020 EX-99.1

TuanChe Limited to Report Second Quarter 2020 Financial Results on September 18, 2020

Exhibit 99.1 TuanChe Limited to Report Second Quarter 2020 Financial Results on September 18, 2020 BEIJING, September 14, 2020 (PR NEWSWIRE) - TuanChe Limited ("TuanChe" or the “Company”) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced that it plans to release its second quarter 2020 unaudited financial results before the U.S. market opens on Friday, September

September 14, 2020 6-K

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2020 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10

September 8, 2020 EX-99.3

TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) FORM OF PROXY FOR ANNUAL GENERAL MEETING (or any adjourned or postponed meeting thereof) to Be Held on October 19, 2020

Exhibit 99.3 TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) FORM OF PROXY FOR ANNUAL GENERAL MEETING (or any adjourned or postponed meeting thereof) to Be Held on October 19, 2020 Introduction This Form of Proxy is furnished in connection with the solicitation by the Board of Directors (the ?Board?) of TuanChe Limited, a Cayman Islands company (the ?Compan

September 8, 2020 EX-99.4

Voting Instruction Card to Registered Holders of American Depositary Receipts

Exhibit 99.4 11983 TuanChe Limited VIF Proof 3 Annual General Meeting of TuanChe Limited to be held on October 19, 2020 For Holders as of September 15, 2020 Annual General Meeting of TuanChe Limited October 19, 2020 See Voting Instruction On Reverse Side. Date: Please make your marks like this: Use pen only RESOLUTIONS: For Against Abstain 1. The ordinary resolution as set out in the Notice of Ann

September 8, 2020 EX-99.2

TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) NOTICE OF ANNUAL GENERAL MEETING to Be Held on October 19, 2020 (or any adjourned or postponed meeting thereof)

Exhibit 99.2 TuanChe Limited (Incorporated in the Cayman Islands with limited liability) (NASDAQ: TC) NOTICE OF ANNUAL GENERAL MEETING to Be Held on October 19, 2020 (or any adjourned or postponed meeting thereof) NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of TuanChe Limited (the “Company”) will be held at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing

September 8, 2020 6-K

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2020 Commission File Number 333-227940 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 1

September 8, 2020 EX-99.1

TuanChe to Hold 2020 Annual General Meeting on October 19, 2020

Exhibit 99.1 TuanChe to Hold 2020 Annual General Meeting on October 19, 2020 BEIJING, September 8, 2020 — TuanChe Limited (“TuanChe” or the “Company”) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced that it would hold its 2020 annual general meeting of shareholders at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing 100038, The People’s

August 10, 2020 CORRESP

-

Unit 2901, 29F, Tower C Beijing Yintai Centre No. 2 Jianguomenwai Avenue Chaoyang District, Beijing 100022 People?s Republic of China Phone: 86-10-6529-8300 Fax: 86-10-6529-8399 Website: www.wsgr.com ??????????????2? ???????C?29?2901? ????: 100022 ??: 86-10-6529-8300 ??: 86-10-6529-8399 ??: www.wsgr.com August 10, 2020 VIA EDGAR Mr. Tony Watson Mr. Bill Thompson Division of Corporation Finance Off

August 3, 2020 CORRESP

-

Unit 2901, 29F, Tower C Beijing Yintai Centre No. 2 Jianguomenwai Avenue Chaoyang District, Beijing 100022 People?s Republic of China Phone: 86-10-6529-8300 Fax: 86-10-6529-8399 Website: www.wsgr.com ??????????????2? ???????C?29?2901? ????: 100022 ??: 86-10-6529-8300 ??: 86-10-6529-8399 ??: www.wsgr.com August 3, 2020 VIA EDGAR Mr. Tony Watson Mr. Bill Thompson Division of Corporation Finance Offi

July 2, 2020 EX-99.1

TuanChe Announces Unaudited First Quarter 2020 Financial Results

Exhibit 99.1 TuanChe Announces Unaudited First Quarter 2020 Financial Results BEIJING, July 2, 2020 /PRNewswire/ - TuanChe Limited ("TuanChe", "Company" ,"we" or "our") (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced its unaudited financial results for the first quarter ended March 31, 2020. Key First Quarter 2020 Financial and Operating Metrics Compared with

July 2, 2020 6-K

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2020 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038,

June 24, 2020 6-K

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2020 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038,

June 24, 2020 EX-99.1

TuanChe Limited to Report First Quarter 2020 Financial Results on July 2, 2020

Exhibit 99.1 TuanChe Limited to Report First Quarter 2020 Financial Results on July 2, 2020 BEIJING, June 24, 2020 (PR NEWSWIRE) - TuanChe Limited ("TuanChe" or the “Company”) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced that it plans to release its first quarter 2020 unaudited financial results before the U.S. market opens on Thursday, July 2, 2020. The ea

June 5, 2020 6-K

Current Report of Foreign Issuer - 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2020 Commission File Number 001-38737 TuanChe Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 100038,

June 5, 2020 EX-99.1

TuanChe Announces Management Change

Exhibit 99.1 TuanChe Announces Management Change BEIJING, June 5, 2020 /PRNewswire/ - TuanChe Limited (the "Company" or "TuanChe") (NASDAQ:TC), a leading omni-channel automotive marketplace in China, today announced that the Company's board of directors (the "Board") has appointed Mr. Chenxi Yu, the Company's current financial controller, to serve as the deputy chief financial officer (the "Deputy

May 18, 2020 EX-4.15

English translation of Equity Pledge Agreement among Sangu Maolu, Drive New Media and its shareholders dated May 31, 2019 (incorporated by reference to Exhibit 4.15 of our Annual Report on Form 20-F (file No. 001-38737) filed with the Securities and Exchange Commission on May 18, 2020)

Exhibit 4.15 Equity Pledge Agreement This Equity Pledge Agreement (hereinafter referred to as this “Agreement”) is executed by and among the following Parties on May 31, 2019 in Beijing, PRC: Party A: Beijing Sangu Maolu Information Technology Co., Ltd., a limited liability company incorporated and existing in accordance with Chinese laws under the address of 1011A33, 9F, Yard 1, No. 32 Xizhimen N

May 18, 2020 EX-12.1

CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Wei Wen, certify that: 1. I have reviewed this annual report on Form 20-F of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

May 18, 2020 EX-12.2

CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Zhihai Mao, certify that: 1. I have reviewed this annual report on Form 20-F of TuanChe Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t

May 18, 2020 EX-4.8

English translation of Exclusive Business Cooperation Agreement between Sangu Maolu and Internet Drive Technology dated May 31, 2019 (incorporated by reference to Exhibit 4.8 of our Annual Report on Form 20-F (file No. 001-38737) filed with the Securities and Exchange Commission on May 18, 2020)

Exhibit 4.8 Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (hereinafter referred to as this “Agreement”) is executed by and between the following two Parties on May 31, 2019 in Beijing, PRC. Party A: Beijing Sangu Maolu Information Technology Co., Ltd., a limited liability company incorporated and existing in accordance with PRC laws under the address of 101

May 18, 2020 EX-13.1

CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of TuanChe Limited (the “Company”) on Form 20-F for the year ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wei Wen, Chief Executive Officer of the Company, certify, pursuant

May 18, 2020 EX-4.9

English translation of Exclusive Call Option Agreement among Sangu Maolu, Internet Drive Technology and its shareholders dated May 31, 2019 (incorporated by reference to Exhibit 4.9 of our Annual Report on Form 20-F (file No. 001-38737) filed with the Securities and Exchange Commission on May 18, 2020)

Exhibit 4.9 Exclusive Call Option Agreement This Exclusive Call Option Agreement (hereinafter referred to as this “Agreement”) is executed by and among the following parties on May 31, 2019 in Beijing, PRC: Party A: Beijing Sangu Maolu Information Technology Co., Ltd., a limited liability company incorporated and existing in accordance with Chinese laws under the address of 1011A33, 9F, Yard 1, No

May 18, 2020 20-F

- 20-F

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 EXC

May 18, 2020 EX-4.11

English translations of Consent Letter granted by the spouse of each individual shareholder of Internet Drive Technology dated May 31, 2019 (incorporated by reference to Exhibit 4.11 of our Annual Report on Form 20-F (file No. 001-38737) filed with the Securities and Exchange Commission on May 18, 2020)

Exhibit 4.11 Consent Letter I, Zhou Shixue (certificate number: ******, the legal spouse of Li Mingyou, hereby unconditionally and irrevocably agree that Li Mingyou executes the following documents (hereinafter referred to as the “Transaction Documents”) on May 31, 2019, and that the equity of Beijing Internet Drive Technology Co., Ltd. (hereinafter referred to as the “Domestic-funded Company”) he

May 18, 2020 EX-15.2

Consent of PricewaterhouseCoopers Zhong Tian LLP

Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-230433) of TuanChe Limited of our report dated May 18, 2020 relating to the financial statements, which appears in this Form 20-F. /s/PricewaterhouseCoopers Zhong Tian LLP Beijing, the People’s Republic of China May 18, 2020

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