团车网2023年度报告

FORM 20-F (Mark One) ☐REGISTRATIONSTATEMENT PURSUANT TO SECTION 12(b) OR(g) OF THE SECURITIESEXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934For the fiscal year ended December 31, 2023OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934OR☐SHELLCOMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company reportFor the transition period from ___________ toCommission file number: 001-38737 TuanChe Limited(Exact name of registrant as specified in its charter) N/A(Translation of Registrant’s name into English) Cayman Islands(Jurisdiction of incorporation) 9F, Ruihai Building, No. 21 Yangfangdian RoadHaidian District Beijing 100038The People’s Republic of China(Address of principal executive offices) None(Title of Class) Indicate the number of issued and outstanding shares of each of the issuer’s classes of capital or common stock asof the close of the period covered by the annual report: Table of Contents Class A ordinary shares, par value US$0.0001 each357,075,403 shares issued; 355,444,451 shares outstandingClass B ordinary shares, par value US$0.0001 each55,260,580 shares issued; 55,260,580 shares outstanding Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct. Of 1934. Yes☐No⌧ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reportspursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.Yes☐No⌧ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequiredto file such reports),and(2) has been subject to such filing requirements for the past 90 days.Yes⌧No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required tobe submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). Yes⌧No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-acceleratedfiler, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate bycheck mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accountingstandards †provided pursuant to Section 13(a) of the Exchange Act.☐ † Theterm “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive based compensation received by any of the registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAP If “Other” has been checked in response to the previous question indicate by check mark which financialstatement item the registrant has elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).Yes☐No☒ TABLEOFCONTENTS PageINTRODUCTION1MARKET AND INDUSTRY DATA4PART I4Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE4Item 3. KEY INFORMATION4Item 4. INFORMATION ON THE COMPANY63Item 4A. UNRESOLVED STAFF COMMENTS96Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS96Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES118Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS129Item 8. FINANCIAL INFORMATION130Item 9. THE OFFER AND LISTI