TC / Token Cat Limited - Depositary Receipt (Common Stock) - Arquivamentos da SEC, Relatório Anual, Declaração de Procuração

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, Guangsheng Liu, 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 ligh

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 on Form S-8 (Nos. 333-271636, 333-292062 and 333-294661) and Form F-3 (Nos. 333-264942 and 333-292192) of our report dated May 8, 2026, relating to the consolidated financial statements of Token Cat Limited (formerly known as TuanChe Limited) and subsidia

Independent Registered Public Accounting Firm’s Consent

Exhibit 15.1 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 (Nos. 333-271636, 333-292062 and 333-294661) and Form F-3 (Nos. 333-264942 and 333-292192) of our report dated March 28, 2024 relating to the financial statements of Token Cat Limited app

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, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Guangsheng Liu, Chief Executive Officer of the Company, certify,

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, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC

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 4,800 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 trad

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, Guangsheng Liu, 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 ligh

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, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Guangsheng Liu, Chief Financial Officer of the Company, certify,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

As filed with the Securities and Exchange Commission on March 26, 2026.

As filed with the Securities and Exchange Commission on March 26, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Token Cat Limited (Exact Name of Registrant as Specified in Its Charter) Cayman Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer Incorporation or

TOKEN CAT LIMITED 2026 EQUITY INCENTIVE PLAN

Exhibit 10.1 TOKEN CAT LIMITED 2026 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, No

CALCULATION OF FILING FEE TABLES Token Cat Ltd Table 1: Newly Registered Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Token Cat Ltd Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Ordinary Shares, par value $0.

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 2026 Token Cat Limited (Exact name

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 2026 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 Ch

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 2026 TOKEN CAT LIMITED (Exact name

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 2026 TOKEN CAT LIMITED (Exact name of registrant as specified in its charter) 6F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing, 100038 The People’s Republic of C

SECURITIES PURCHASE AGREEMENT

Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of February 12, 2026, by and among Token Cat Limited a Cayman Islands exempt company (the “Company”), and individuals listed in Exhibit B hereto with each of their signatures affixed on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”). RECITALS Where

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 2026 Token Cat Limited (Exact name

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 2026 Token Cat Limited (Exact name of registrant as specified in its charter) 6F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing, 100038 The People’s Republic of C

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TOKEN cAT Limited (adopted by a Special Resolution passed on February 3, 2026)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TOKEN cAT Limited (adopted by a Special Resolution passed on February 3, 2026) 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 #4-210,

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 2026 Token Cat Limited (Exact name

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 2026 Token Cat Limited (Exact name of registrant as specified in its charter) 6F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing, 100038 The People’s Republic of C

VOTING INSTRUCTION CARD TO REGISTERED HOLDERS OF AMERICAN DEPOSITARY SHARES

Exhibit 99.2

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 2026 Token Cat Limited (Exact name

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 2026 Token Cat Limited (Exact name of registrant as specified in its charter) 6F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing, 100038 The People’s Republic of Ch

Token Cat Limited NOTICE OF 2026 extraordinary GENERAL MEETING To be held on February 3, 2026

Exhibit 99.1 Token Cat Limited NOTICE OF 2026 extraordinary GENERAL MEETING To be held on February 3, 2026 Notice is hereby given that the 2026 extraordinary general meeting (the “Meeting”) of Token Cat Limited (the “Company”), a Cayman Islands exempted company with limited liability, will be held at 6F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District Beijing 100038 on February 3, 2026

THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION TOKEN cAT Limited (adopted by a Special Resolution passed on [●] 2026)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF TOKEN cAT Limited (adopted by a Special Resolution passed on [●] 2026) 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 #4-210, Governo

ORDER

UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION January 13, 2026 In the Matter of Token Cat Ltd 9F, Ruihai Building No.

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

Token Cat Limited 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing 100038 The People’s Republic of China January 06, 2026 VIA EDGAR Rucha Pandit Division of Corporation Finance Office of Trade & Services U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Token Cat Limited (CIK No. 0001743340) Registration Statement on Form F-3 (Registration N

CALCULATION OF FILING FEE TABLES Token Cat Limited Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES F-3 Token Cat Limited Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Ordinary Shares, par value US$0.

As filed with the Securities and Exchange Commission on December 17, 2025

As filed with the Securities and Exchange Commission on December 17, 2025 Registration No.

Token Cat Limited Dated as of , 2025 [ ] TABLE OF CONTENTS

Exhibit 4.5 Token Cat Limited INDENTURE Dated as of , 2025 [ ] 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 Series 6 Section 2.2 Establishment of Ter

EXHIBIT A

Exhibit 4.2 Note: This revised form of American Depositary Receipt is being filed to reflect that the ratio of Shares per American Depositary Share has changed from two hundred forty (240) shares to four thousand eight hundred (4,800), effective August 29, 2025. EXHIBIT A AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents four thousand eight hundred (4,800) deposited Shares) THE

INCORPORATED IN THE CAYMAN ISLANDS SHARE CERTIFICATE

Exhibit 4.1 -One- Token Cat Limited -1- INCORPORATED IN THE CAYMAN ISLANDS SHARE CERTIFICATE AUTHORISED CAPITAL : The authorised share capital of the Company is US$3,000,000 divided into 30,000,000,000 shares comprising of (i) 24,000,000,000 Class A Ordinary Shares of a par value of US$0.0001 each, (ii) 1,800,000,000 Class B Ordinary Shares of a par value of US$0.0001 each and (iii) 4,200,000,000

CALCULATION OF FILING FEE TABLES Token Cat Limited Table 1: Newly Registered Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-8 Token Cat Limited Table 1: Newly Registered Securities Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Ordinary Shares, par value $0.

TOKEN CAT LIMITED 2025 EQUITY INCENTIVE PLAN

Exhibit 10.1 TOKEN CAT LIMITED 2025 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, No

As filed with the Securities and Exchange Commission on December 10, 2025.

As filed with the Securities and Exchange Commission on December 10, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Token Cat Limited (Exact Name of Registrant as Specified in Its Charter) Cayman Islands Not Applicable (State or Other Jurisdiction of (I.R.S. Employer Incorporation

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 2025 Token Cat Limited (Exact name

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 2025 Token Cat Limited (Exact name of registrant as specified in its charter) 6F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing, 100038 The People’s Republic of C

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 2025 Token Cat Limited (Exact name

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 2025 Token Cat Limited (Exact name of registrant as specified in its charter) 6F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing, 100038 The People’s Republic of Ch

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 2025 Token Cat Limited (Exact name

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 2025 Token Cat Limited (Exact name of registrant as specified in its charter) 6F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing, 100038 The People’s Republic of Ch

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 2025 Token Cat Limited (Exact nam

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 2025 Token Cat Limited (Exact name of registrant as specified in its charter) 6F, Ruihai Building, No. 21 Yangfangdian Road Haidian District, Beijing, 100038 The People’s Republic of

TOKEN CAT LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 13, 2025

Exhibit 99.1 TOKEN CAT LIMITED NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 13, 2025 Notice is hereby given that Token Cat Limited, a Cayman Islands exempted company (the “Company”), will hold its Extraordinary General Meeting of shareholders at 10:00AM., Beijing Time, on October 13, 2025 (the “Extraordinary Meeting”) at 6F, Ruihai Building, No. 21 Yangfangdian Roa

Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved styleIPC Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 PM, EDT, on October 8, 2025) The undersigned registered holder of American Depo

Exhibit 99.2 Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved styleIPC Instructions to The Bank of New York Mellon, as Depositary (Must be received prior to 12:00 PM, EDT, on October 8, 2025) The undersigned registered holder of American Depositary Receipts hereby requests and instructs The Bank of New York Mellon, as Depositary, to endeavor, in so far as practicable, to vote

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

Exhibit 99.2 TOKENCAT LIMITED RECONCILIATION OF NON-GAAP AND GAAP RESULTS (Amount in thousands, except share and per share data) For the six months ended June 30, 2024 2025 RMB RMB US$ Net loss (40,675 ) (675 ) (93 ) Add: Depreciation and amortization — — — Subtract: Interest income, net (442 ) (753 ) (105 ) EBITDA (40,233 ) 78 12 Add: Share-based compensation expenses 15,505 8,994 1,255 Change in

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

Exhibit 99.3 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, 2024 and 2025. This section should be read in conjunction with our unaudited condensed consolidated financial statem

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 2025 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 2025 Commission File Number 001-38737 TokenCat Limited (Exact name of registrant as specified in its charter) 9F, Ruihai Building, No. 21 Yangfangdian Road Haidian District Beijing 10

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Condensed consolidated balance sheets as of December 31, 2024 and June 30, 2025 (unaudited) F-2 Unaudited condensed consolidated statements of operations and comprehensive loss for the six months ended June 30, 2024 and 2025 F-3 Unaudited condensed consolidated statements of changes in equity for the six months en

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

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

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

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

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

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

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

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

[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

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

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

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,

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

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

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

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

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

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

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

EX-99.2

Exhibit 99.2

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

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

(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

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

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

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.

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

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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

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

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

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

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

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

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

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

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

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

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

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

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

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 (+

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

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

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

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

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

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

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

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

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

[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

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

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.

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)

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

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

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.

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

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

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

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

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

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

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,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[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

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

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

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

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

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,

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

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

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

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.

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.

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

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

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

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

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

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

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

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

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

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

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

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),

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

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

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

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

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

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

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

TC / TuanChe Ltd / SABBY MANAGEMENT, LLC - SABBY 13G TC 1.04.23 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

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

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

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

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

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

[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

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

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?

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

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

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 ("

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Form F-3 (No. 333-264942)

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

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

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.

LETTER

United States securities and exchange commission logo August 10, 2022 Chenxi Yu Chief Financial Officer TuanChe Ltd 9F, Ruihai Building, No.

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

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.

LETTER

United States securities and exchange commission logo July 28, 2022 Chenxi Yu Chief Financial Officer TuanChe Ltd 9F, Ruihai Building, No.

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.

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

LETTER

United States securities and exchange commission logo July 6, 2022 Chenxi Yu Chief Financial Officer TuanChe Ltd 9F, Ruihai Building, No.

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

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.

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

LETTER

United States securities and exchange commission logo June 7, 2022 Chenxi Yu Chief Financial Officer TuanChe Ltd 9F, Ruihai Building, No.

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.

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.

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

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

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

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

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

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

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,

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

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

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

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

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,

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

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

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

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

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

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

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

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

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

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

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

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

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

Voting Instruction Card to Registered Holders of American Depositary Receipts

Exhibit 99.4

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

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

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

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

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

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

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

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

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,

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

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

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

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

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

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

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

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

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

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

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,

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

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

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

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

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