Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

Name	Symbol	Market	Type
TuanChe Ltd	NASDAQ:TC	NASDAQ	Depository Receipt

	Price Change	% Change	Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Traded	Last Trade
	-0.08	-7.08%	1.05	1.05	1.17	1.25	1.04	1.22	513,614	23:45:05

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, People’s Republic of China

(86-10) 6399-8902

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

EXPLANATORY NOTE

The documents attached as exhibits 99.2, 99.3 and 99.4 to this Form 6-K are hereby incorporated by reference into the Registrant’s Registration Statement on Form F-3 initially filed with the U.S. Securities and Exchange Commission on May 13, 2022 (Registration No. 333-264942) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



Date:	August 30, 2024	By:	/s/ Simon Li
			Name:	Simon Li

EXHIBIT INDEX


Exhibit Number		Description
99.1		Press Release
99.2		Condensed Consolidated Financial Statements as of December 31, 2023 and June 30, 2024 (unaudited) and for the six months ended June 30, 2023 (unaudited) and 2024 (unaudited)
99.3		Reconciliation of Non-GAAP results of operations measures to the comparable GAAP financial measures
99.4		Management’s Discussion and Analysis of Financial Condition and Results of Operations
101.INS		Inline XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline IXBRL document)

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 RMB32.3 million (US$4.4 million).

●

Gross profit was RMB22.4 million (US$3.1 million).

●

The number of auto shows organized during the first half of 2024 was 63 in 47 cities across China.

●

The number of automobile sale transactions facilitated during the first half of 2024 was 10,460, and the gross merchandise volume of new automobiles sold during the first half of 2024 was RMB1.7 billion (US$0.2 billion).

“Intensified competition and the complex macro environment have posed unprecedented challenges to our business since the beginning of 2024,” Mr. Wei Wen, TuanChe’s Chairman and CEO, commented. “Amid lackluster consumer sentiment, our net revenues came in at RMB32.3 million for the first half of 2024. Meanwhile, our continued focus on cost management and operating efficiency refinement drove a 5.8 percentage point increase in gross margin and a 14.0% decrease in loss from operations year over year. Looking ahead, we will continue developing innovative business initiatives and expanding business collaborations to navigate the competitive landscape and create long-term value for our shareholders.”

Mr. Simon Li, TuanChe’s Chief Financial Officer, added, “Despite topline pressure and evolving macro dynamics, our efforts to enhance operating leverage and streamline cost structure have begun to bear fruit. In the first half of 2024, our adjusted net loss and adjusted EBITDA both narrowed year over year by 25.9% and 27.3%, respectively. We will remain committed to optimizing operating efficiency, setting the stage for our future development.”

Unaudited First Half 2024 Financial Results

Net Revenues

Net revenues in the first half of 2024 decreased by 64.9% to RMB32.3 million (US$4.4 million) from RMB92.2 million in the same period of the prior year.

●

Offline marketing services. Net revenues generated from auto shows decreased by 71.2% to RMB19.9 million (US$2.7 million) in the first half of 2024 from RMB69.3 million in the same period of the prior year, and net revenues generated from special promotion events decreased by 62.0% to RMB0.2 million (US$31 thousand) in the first half of 2024 from RMB0.6 million in the same period of the prior year. The decrease in revenues from offline marketing services was primarily due to a reduction in customer marketing budgets, resulting in a decrease in the number of offline activities.

●

Referral service for a commercial bank. Net revenues generated from referral service for a commercial bank decreased by 100.0% to nil in the first half of 2024 from RMB2.6 million in the same period of the prior year, primarily because the Company has ceased operation of the referral services since April 1, 2022.

●

Online marketing services. Net revenues generated from online marketing services decreased by 70.7% to RMB2.6 million (US$0.4 million) in the first half of 2024 from RMB8.8 million in the same period of the prior year, primarily due to the decrease in the live streaming events held by the Company as the change in the key customers resulted in a failure to continue cooperations.

●

Other services. Net revenues from other services decreased by 12.7% to RMB9.6 million (US$1.3 million) in the first half of 2024 from RMB11.0 million in the same period of the prior year, primarily due to the decrease in referral services.

Gross Profit

Gross profit decreased by 61.7% to RMB22.4 million (US$3.1 million) in the first half of 2024 from RMB58.4 million in the same period of the prior year. Gross margin was 69.2% in the first half of 2024 compared to 63.4% in the same period of the prior year, primarily attributable to the change in our revenue composition.

Total Operating Expenses and Loss from Operations

Total operating expenses decreased by 38.5% to RMB69.8 million (US$9.6 million) in the first half of 2024 from RMB113.6 million in the same period of the prior year.

●

Selling and marketing expenses decreased by 54.7% to RMB36.5 million (US$5.0 million) in the first half of 2024 from RMB80.7 million in the same period of the prior year, primarily due to a decrease in promotion expenses as a result of decreased volume of offline events.

●

General and administrative expenses increased by 2.6% to RMB24.3 million (US$3.3 million) in the first half of 2024 from RMB23.7 million in the same period of the prior year, primarily due to an increase in general and administrative staff compensation expenses, partially offset the decrease in allowance for doubtful accounts.

●

Research and development expenses increased by 13.4% to RMB8.7 million (US$1.2 million) in the first half of 2024 from RMB7.7 million in the same period of the prior year, primarily due to an increase in research and development staff compensation expenses.

●

Impairment of long-lived assets decreased by 80.2% to RMB0.3 million (US$41 thousand) in the first half of 2024 from RMB1.5 million in the same period of the prior year, primarily due to a decrease in impairment in relation to right-of-use assets.

As a result of the foregoing, loss from operations decreased by 14.0% to RMB47.5 million (US$6.5 million) in the first half of 2024 from RMB55.2 million in the same period of the prior year.

Net loss attributable to the Company’s Shareholders and Non-GAAP Measures

Net loss attributable to the Company’s shareholders in the first half of 2024 increased by 32.5% to RMB40.7 million (US$5.6 million) from RMB30.7 million in the same period of the prior year. Basic and diluted loss per ordinary share were both RMB0.1 (US$0.01) in the first half of 2024 compared with RMB0.08 in the same period of the prior year.

Adjusted net loss attributable to the Company’s shareholders in the first half of 2024 decreased by 25.9% to RMB27.2 million (US$3.7 million) from RMB36.7 million in the same period of the prior year. Adjusted basic and diluted net loss per ordinary share were both RMB0.06 (US$0.01) in the first half of 2024 compared with RMB0.09 in the same period of the prior year. ⁽¹⁾

Adjusted EBITDA was a loss of RMB26.8 million (US$3.7 million) in the first half of 2024 compared with a loss of RMB36.8 million in the same period of the prior year.⁽¹⁾

(1)

For details on the calculation of and reconciliation to the nearest GAAP measures for each of adjusted net loss attributable to the Company’s shareholders, adjusted net loss per ordinary share and adjusted EBITDA, please refer to “Use of Non-GAAP Financial Measures” and “Reconciliation of Non-GAAP and GAAP Results.”

Balance Sheet and Cash Flow

As of June 30, 2024, the Company had RMB5.0 million (US$0.7 million) in cash and cash equivalents and RMB4.3 million (US$0.6 million) in restricted cash. Net cash used in operating activities in the first half of 2024 was RMB11.1 million (US$1.5 million) compared with net cash used in operating activities of RMB52.4 million in the same period of the prior year.

Exchange Rate

This press release contains translations of certain Renminbi amounts into U.S. dollars at specified rates solely for the convenience of readers. Unless otherwise noted, all translations from Renminbi to U.S. dollars in this press release were made at a rate of RMB7.2672 to US$1.00, the noon buying rate in effect on June 28, 2024, in the City of New York for cable transfers in Renminbi per U.S. dollar as certified for customs purposes by the Federal Reserve Bank of New York. No representation is made that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on June 28, 2024, or at any other rate.

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, the Company’s business plans and development, business outlook, as well as the length and severity of the COVID-19 pandemic and its impact on the Company’s business and industry, which can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Such statements are based upon management’s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under law.

Use of Non-GAAP Financial Measures

To supplement the Company’s unaudited condensed consolidated interim financial information, which is presented in accordance with U.S. GAAP, the Company also uses adjusted net loss attributable to the Company’s shareholders, adjusted net loss per ordinary share and adjusted EBITDA as additional non-GAAP financial measures. The Company presents these non-GAAP financial measures because they are used by the Company’s management to evaluate its operating performance. The Company also believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s consolidated results of operations in the same manner as its management and in comparing financial results across accounting periods and to those of the Company’s peer companies.

The Company defines adjusted net loss as net loss excluding share-based compensation expenses, impairment of long-lived assets and change in fair value of warrant liability. The Company defines adjusted net loss per ordinary share as adjusted net loss divided by the weighted average number of ordinary shares. The Company defines adjusted EBITDA as net loss excluding depreciation and amortization, interest income, net, share-based compensation expenses, impairment of long-lived assets and change in fair value of warrant liability. The Company believes that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating the Company’s operating results. These non-GAAP financial measures are adjusted for the impact of items that the Company does not consider indicative of the operational performance of the Company’s business, and should not be considered in isolation or construed as an alternative to net loss or any other measure of performance or as an indicator of the Company’s operating performance.

In addition, the non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. One of the key limitations of using these non-GAAP financial measures is that they do not reflect all items of income and expense that affect the Company’s operations. Depreciation and amortization, interest income, net, share-based compensation expenses, impairment of long-lived assets and change in fair value of warrant liability have been and may continue to be incurred in the Company’s business and are not reflected in the presentation of these non-GAAP measures. Further, these non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to the Company’s data. The Company encourages investors and others to review the Company’s financial information in its entirety and not rely on a single financial measure. Investors are encouraged to compare the historical non-GAAP financial measures with the most directly comparable GAAP measures.

About TuanChe

Founded in 2010, TuanChe Limited (NASDAQ: TC) is a leading integrated automotive marketplace in China. TuanChe offers services to connect automotive consumers with various industry players such as automakers, dealers and other automotive service providers. TuanChe provides automotive marketing and transaction related services by integrating its online platforms with offline sales events. Through its integrated marketing solutions, TuanChe turns individual and isolated automobile purchase transactions into large-scale collective purchase activities by creating an interactive many-to-many environment. Furthermore, leveraging its proprietary data analytics and advanced digital marketing system, TuanChe’s online marketing service platform helps industry customers increase the efficiency and effectiveness of their advertising placements. For more information, please contact ir@tuanche.com.

For investor and media inquiries, please contact:

TuanChe Limited
Investor Relations
Tel: +86 (10) 6397-6232
Email: ir@tuanche.com

Piacente Financial Communications
Brandi Piacente
Tel: +1 (212) 481-2050
	+86 (10) 6508-0677
Email: tuanche@tpg-ir.com

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 the six months ended June 30, 2023 and 2024	F-4
Unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2023 and 2024	F-5
Notes to unaudited condensed consolidated financial statements	F-6

F-1

Table of Contents

TUANCHE LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

(All amounts in thousands, except for share and per share data, unless otherwise stated)


	Note	December 31, 2023	June 30, 2024
		RMB	RMB	US$
			(unaudited)	Note 3(d)
ASSETS
Current assets:
Cash and cash equivalents		9,564	5,009	689
Restricted cash		6,429	4,339	597
Accounts and notes receivable, net	5	28,891	16,312	2,245
Prepayment and other current assets, net	6	15,986	8,097	1,114
Prepayment to related parties		1,125	314	43
Total current assets		61,995	34,071	4,688
Non-current assets:
Operating lease right-of-use assets		5,706	4,801	661
Long-term investments		5,564	5,991	824
Goodwill	4	45,561	45,561	6,269
Other non-current assets		522	522	72
Total non-current assets		57,353	56,875	7,826
Total assets		119,348	90,946	12,514
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable		10,406	10,727	1,476
Advance from customers		4,166	4,821	663
Salary and welfare benefits payable		17,030	11,396	1,568
Short-term borrowings	8	15,687	13,000	1,789
Other taxes payable		12,203	8,481	1,167
Current portion of deferred revenue		1,216	1,213	167
Short-term operating lease liabilities		4,090	4,011	552
Payables due to related parties		1,500	6,010	827
Other current liabilities	9	20,466	17,364	2,389
Total current liabilities		86,764	77,023	10,598
Long-term borrowings	10	3,000	12,900	1,775
Non-current portion of deferred revenue		49	11	2
Long-term operating lease liabilities		6,099	5,093	701
Warrant liability	15	3,952	1,632	225
Total non-current liabilities		13,100	19,636	2,703
Total liabilities		99,864	96,659	13,301
Commitments and contingencies	14
Shareholders’ equity:
Class A ordinary shares: US$0.0001 par value; 800,000,000 shares authorized; 357,075,403 shares issued and 348,016,199 shares outstanding as of December 31, 2023 ; US$0.0001 par value; 800,000,000 shares authorized; 524,647,963 shares issued and 366,200,519 shares outstanding as of June 30, 2024		236	237	32
Class B ordinary shares: US$0.0001 par value; 60,000,000 shares authorized, and 55,260,580 issued and outstanding as of December 31, 2023 and June 30, 2024		35	35	5
Treasury stock (14,907,047 and 13,715,549 treasury stock as of December 31, 2023 and June 30, 2024, respectively)		(45,886)	(39,578)	(5,446)
Additional paid-in capital		1,306,496	1,315,692	181,045
Accumulated deficit		(1,233,106)	(1,273,781)	(175,278)
Accumulated other comprehensive loss		(8,291)	(8,318)	(1,145)
Total TuanChe Limited shareholders’ equity		19,484	(5,713)	(787)
Total shareholders’ equity		19,484	(5,713)	(787)
TOTAL LIABILITIES AND EQUITY		119,348	90,946	12,514

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-2

Table of Contents

TUANCHE LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(All amounts in thousands, except for share and per share data, unless otherwise stated)


	Note	For the six months ended June 30,
		2023	2024
		RMB	RMB	US$
				Note 3(d)
Net revenues
Offline Marketing Services:
Auto shows		69,286	19,948	2,745
Special promotion events		589	224	31
Referral service for commercial bank		2,572	—	—
Online marketing		8,753	2,569	354
Others		10,952	9,564	1,316
Total net revenues		92,152	32,305	4,446
Cost of revenues		(33,726)	(9,951)	(1,369)
Gross profit		58,426	22,354	3,077
Operating expenses:
Selling and marketing expenses		(80,742)	(36,529)	(5,027)
General and administrative expenses		(23,654)	(24,279)	(3,341)
Research and development expenses		(7,671)	(8,700)	(1,197)
Impairment of long-lived assets		(1,515)	(300)	(41)
Total operating expenses		(113,582)	(69,808)	(9,606)
Loss from operations		(55,156)	(47,454)	(6,529)
Other income/(expenses):
Interest income/(expenses), net		69	(442)	(61)
Foreign exchange loss		(259)	—	—
Gain from equity method investments		95	427	59
Change in fair value of warrant liability		11,551	2,338	322
Other income, net		13,002	4,456	613
Loss before income taxes		(30,698)	(40,675)	(5,596)
Income tax benefit		—	—	—
Net loss		(30,698)	(40,675)	(5,596)
Net loss attributable to TuanChe Limited’s ordinary shareholders		(30,698)	(40,675)	(5,596)

Net loss		(30,698)	(40,675)	(5,596)
Other comprehensive loss:
Foreign currency translation adjustments		(34)	(27)	(4)
Total other comprehensive loss		(34)	(27)	(4)
Total comprehensive loss		(30,732)	(40,702)	(5,600)
Comprehensive loss attributable to:
TuanChe Limited’s shareholders		(30,732)	(40,702)	(5,600)
Net loss attributable to the TuanChe Limited’s ordinary shareholders per share
Basic and diluted	13	(0.08)	(0.10)	(0.01)
Weighted average number of ordinary shares
Basic and diluted	13	399,544,700	421,273,519	421,273,519

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

Table of Contents

TUANCHE LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(All amounts in thousands, except for share and per share data, unless otherwise stated)


	Ordinary shares				Treasury stock
	Number of		Number of						Accumulated
	Class A		Class B				Additional		other	TuanChe Limited
	Ordinary		Ordinary				paid-in	Accumulated	comprehensive	shareholders’	Total
	Shares	Amounts	Shares	Amounts	Shares	Amounts	capital	deficit	loss	equity	equity
		RMB		RMB		RMB	RMB	RMB	RMB	RMB	RMB
Balance at December 31, 2022	342,329,496	235	55,260,580	35	(14,907,047)	(45,886)	1,296,951	(1,150,135)	(8,416)	92,784	92,784
Shares issuance for vested restricted shares	3,712,500	—	—	—	—	—	—	—	—	—	—
Share-based compensation	—	—	—	—	—	—	4,007	—	—	4,007	4,007
Net loss	—	—	—	—	—	—	—	(30,698)	—	(30,698)	(30,698)
Foreign currency translation adjustment	—	—	—	—	—	—	—	—	(34)	(34)	(34)
Balance at June 30, 2023	346,041,996	235	55,260,580	35	(14,907,047)	(45,886)	1,300,958	(1,180,833)	(8,450)	66,059	66,059
Balance at December 31, 2023	362,923,246	236	55,260,580	35	(14,907,047)	(45,886)	1,306,496	(1,233,106)	(8,291)	19,484	19,484
Shares issuance for vested restricted shares	2,184,240	1	—	—	—	—	(1)	—	—	—	—
Share-based compensation	—	—	—	—	1,191,498	6,308	9,197	—	—	15,505	15,505
Net loss	—	—	—	—	—	—	—	(40,675)	—	(40,675)	(40,675)
Foreign currency translation adjustment	—	—	—	—	—	—	—	—	(27)	(27)	(27)
Balance at June 30, 2024	365,107,486	237	55,260,580	35	(13,715,549)	(39,578)	1,315,692	(1,273,781)	(8,318)	(5,713)	(5,713)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-4

Table of Contents

TUANCHE LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(All amounts in thousands, except for share and per share data, unless otherwise stated)


	For the six months ended June 30,
	2023	2024
	RMB	RMB	US$
			Note 3(d)
Net cash used in operating activities	(52,408)	(11,088)	(1,527)
Cash flows from investing activity:
Purchase of property, equipment and software, and other non-current assets	—	(7)	(1)
Net cash used in investing activity	—	(7)	(1)
Cash flows from financing activities:
Cash received from borrowings	7,120	18,000	2,477
Repayments of short-term borrowings	(3,685)	(10,787)	(1,484)
Net cash generated from financing activities	3,435	7,213	993
Effect of exchange rate changes on cash, cash equivalents and restricted cash	791	(2,763)	(380)
Net decrease in cash, cash equivalents and restricted cash	(48,182)	(6,645)	(915)
Cash, cash equivalents and restricted cash at beginning of the period	76,843	15,993	2,201
Including:
Cash and cash equivalents at the beginning of the period	69,895	9,564	1,316
Restricted cash at the beginning of the period	6,948	6,429	885
Cash, cash equivalents and restricted cash at end of the period	28,661	9,348	1,286
Including:
Cash and cash equivalents at the end of the period	21,941	5,009	689
Restricted cash at the end of the period	6,720	4,339	597
Supplemental disclosures of cash flow information:
Cash paid for interest expense	(84)	(465)	(64)
Supplemental schedule of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	2,813	191	26

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5

Table of Contents

1.Organization and Reorganization

TuanChe Limited (the “Company”) was incorporated in the Cayman Islands on September 28, 2012. The Company is a holding company and conducts its business mainly through its subsidiaries, variable interest entities (“VIEs”) and subsidiaries of VIEs (collectively referred to as the “Group”). The Group commenced operations through TuanChe Internet, a PRC company established by several PRC citizens in May 2012. TuanChe Internet holds an Internet Content Provider (“ICP”) license to operate Tuanche.com that provides internet information services to automobile manufacturers, car dealers and consumers.

The Group is primarily engaged in the operation of providing auto shows, special promotion events services, referral service for a commercial bank, online marketing services, subscription and support service, aftermarket promotion service, customer referral services and other related businesses in the People’s Republic of China (the “PRC” or “China”).

Contractual arrangements with VIEs

PRC laws and regulations place certain restrictions on foreign investment in value-added telecommunication service businesses. The Group conduct operations in the PRC partially through TuanChe Internet, Drive New Media, Internet Drive Technology and Hainashuke, which are variable interest entities, or VIEs, and their subsidiaries, collectively referred to as consolidated affiliated entities. The Group have entered into a series of contractual arrangements, through TuanYuan, Sangu Maolu and Chema, or its WFOEs, with each of its VIEs and their respective shareholders, respectively. The series of contractual arrangements include exclusive business cooperation agreement, exclusive call option agreement, equity pledge agreement, powers of attorney and spousal consent letters.

The Group believes that these contractual arrangements enable the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIEs, and (2) receive the economic benefits of the VIEs that could be significant to the VIEs. Accordingly, the Company is considered the primary beneficiary of the VIEs and is able to consolidate the VIEs and VIEs’ subsidiaries.

Risks in relation to the VIE structure

A significant part of the Company’s business is conducted through the VIEs of the Group, of which the Company is the ultimate primary beneficiary. In the opinion of management, the contractual arrangements with the VIEs and the nominee shareholders are in compliance with PRC laws and regulations and are legally binding and enforceable. The nominee shareholders are also shareholders of the Group and have indicated they will not act contrary to the contractual arrangements. However, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the contractual arrangements, which could limit the Group’s ability to enforce these contractual arrangements and if the nominee shareholders of the VIEs were to reduce their interests in the Group, their interest may diverge from that of the Group and that may potentially increase the risk that they would seek to act contrary to the contractual arrangements.

The Company’s ability to control the VIEs also depends on the Power of Attorney the shareholders has to vote on all matters requiring shareholder approval in the VIEs. As noted above, the Company believes these Power of Attorney are legally enforceable but may not be as effective as direct equity ownership.

F-6

Table of Contents

1.Organization and Reorganization (Continued)

Risks in relation to the VIE structure (Continued)

In addition, if the Group’s corporate structure or the contractual arrangements with the VIEs were found to be in violation of any existing or future PRC laws and regulations, the PRC regulatory authorities could, within their respective jurisdictions:

●

revoke the Group’s business and operating licenses

●

require the Group to discontinue or restrict its operations;

●

restrict the Group’s right to collect revenues;

●

block the Group’s websites;

●

require the Group to restructure the operations, re-apply for the necessary licenses or relocate the Group’s businesses, staff and assets;

●

impose additional conditions or requirements with which the Group may not be able to comply; or

●

take other regulatory or enforcement actions against the Group that could be harmful to the Group’s business.

The imposition of any of these restrictions or actions could result in a material adverse effect on the Group’s ability to conduct its business. In such case, the Group may not be able to operate or control the VIEs, which may result in deconsolidation of the VIEs in the Group’s consolidated financial statements. In the opinion of the Company’s management, the likelihood for the Group to lose such ability is remote based on current facts and circumstances. The Group believes that the contractual arrangements among each of the VIEs, their respective shareholders and relevant wholly foreign owned enterprise are in compliance with PRC law and are legally enforceable. The Group’s operations depend on the VIEs to honor their contractual arrangements with the Group. These contractual arrangements are governed by PRC law and disputes arising out of these agreements are expected to be decided by arbitration in the PRC. Management believes that each of the contractual arrangements constitutes valid and legally binding obligations of each party to such contractual arrangements under PRC laws. However, the interpretation and implementation of the laws and regulations in the PRC and their application on the legality, binding effect and enforceability of contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the contractual arrangements. Meanwhile, since the PRC legal system continues to evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to the Group to enforce the contractual arrangements should the VIEs or the nominee shareholders of the VIEs fail to perform their obligations under those arrangements.

F-7

Table of Contents

1.Organization and Reorganization (Continued)

Risks in relation to the VIE structure (Continued)

The following combined financial information of the Group’s VIEs as of December 31, 2023 and June 30, 2024 and for the six months ended June 30, 2023 and 2024 were included in the accompanying condensed consolidated financial statements of the Group as follows:


	As of December 31,	As of June 30,
	2023	2024
	RMB	RMB
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	3,987	3,532
Amount due from the subsidiaries of the Group	123,349	125,964
Other current assets	30,622	11,233
Total current assets	157,958	140,729
Non-current assets:
Long-term investments	5,564	5,991
Operating lease right-of-use assets	267	53
Total non-current assets	5,831	6,044
TOTAL ASSETS	163,789	146,773
Current liabilities:
Short term borrowings	14,487	11,000
Accounts payable	838	3,387
Advance from customers	3,921	3,582
Salary and welfare benefits payable	15,017	8,362
Other taxes payable	3,851	721
Short-term operating lease liabilities	659	375
Current portion of deferred revenue	1,216	1,213
Other current liabilities	4,654	7,421
Account due to subsidiaries of the Group	250,341	248,791
Total current liabilities	294,984	284,852
Long-term borrowings	3,000	12,900
Long-term operating lease liabilities	—	22
Non-current portion of deferred revenue	49	11
Total non-current liabilities	3,049	12,933
TOTAL LIABILITIES	298,033	297,785


	For the six months ended June 30,
	2023	2024
	RMB	RMB
Net revenues	34,220	15,360
Net income/ (loss)	4,573	(15,250)


	For the six months ended June 30,
	2023	2024
	RMB	RMB
Net cash used in operating activities	(6,083)	(6,868)
Net cash generated from investing activities	—	—
Net cash generated from financing activities	4,235	6,413
Net decrease in cash, cash equivalent and restricted cash	(1,848)	(455)

F-8

Table of Contents

1.Organization and Reorganization (Continued)

Risks in relation to the VIE structure (Continued)

In accordance with various contractual agreements, the Company has the power to direct the activities of the VIEs and subsidiaries of VIEs and can have assets transferred out of the VIEs. Therefore, the Company considers that there are no assets in the respective VIEs that can be used only to settle obligations of the respective VIEs, except for the registered capital of the VIEs amounting to approximately RMB40.1 million and RMB40.1 million as of December 31, 2023 and June 30, 2024, respectively. As the respective VIEs are incorporated as limited liability companies under the PRC Company Law, creditors do not have recourse to the general credit of the Company for the liabilities of the respective VIEs. There is currently no contractual arrangement that would require the Company to provide additional financial support to the VIEs. As the Group is conducting certain businesses in the PRC through the VIEs, the Group may provide additional financial support on a discretionary basis in the future, which could expose the Group to a loss.

There is no VIE in the Group where the Company or any subsidiary has a variable interest but is not the primary beneficiary.

2.Going Concern

The Group has incurred recurring operating losses since its inception, including net losses of RMB166.5 million and RMB83.0 million for the years ended December 31, 2022 and 2023, respectively and net losses of RMB41.0 million for the six months ended June 30, 2024. Net cash used in operating activities were RMB109.7 million and RMB74.9 million for the years ended December 31, 2022 and 2023, respectively and cash used in operating activities of RMB11.1 million for the six months ended June 30, 2024. Accumulated deficit was RMB1,273.8 million as of June 30, 2024. As of June 30, 2024, the Company had cash and cash equivalents of RMB5.0 million. The company’s business encountered some difficulties, including weak economic growth of China and resignation of staffs, which negatively impacted the Group’s business operations for the six months ended June 30, 2024 and has continued to impact the Group’s financial position, results of operations and cash flows. These conditions raise substantial doubt about the Group’s ability to continue as a going concern.

Historically, the Group has relied principally on both operational sources of cash and non-operational sources of financing from investors to fund its operations and business development. The Group’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan which includes strictly implementing the expenses, accelerating the collection of accounts receivable and increasing the proportion of advance from customers, pursuing cooperation opportunities for electric vehicles industry and potential financing to improve the Group’s cash flow from operations and financing.

If the Group fails to achieve these goals, the Group may need additional financing to execute its business plan. If additional financing is required, the Group cannot predict whether this additional financing will be in the form of equity, debt, or another form, and the Group may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that the Group is unsuccessful in increasing its gross profit margin and reducing operating losses, the Group may be unable to implement its current plans for expansion, repay debt obligations or respond to competitive pressures, any of which would have a material adverse effect on the Group’s business, financial condition and results of operations and would materially adversely affect its ability to continue as a going concern.

The Group’s condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of such uncertainties.

F-9

Table of Contents

3.Significant Accounting Policies

a)Basis of presentation

The consolidated financial statements of the Group have been prepared in accordance with U.S. GAAP. Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below.

b)Principles of consolidation

The condensed consolidated financial statements include the financial statements of the Company, its subsidiaries, VIEs and subsidiaries of VIEs for which the Company is the primary beneficiary.

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of the board of directors, or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders.

A consolidated VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, has the power to direct the activities that most significantly impact the entity’s economic performance, bears the risks of and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity.

All transactions and balances among the Company, its subsidiaries, VIEs and subsidiaries of VIEs have been eliminated upon consolidation.

c)Use of estimates

The preparation of the Group’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the balance sheet date and reported revenues and expenses during the reported periods in the condensed consolidated financial statements and accompanying notes. Significant accounting estimates include, but are not limited to determining the provision for accounts receivable, provision for prepayment and other current assets, assessment for valuation allowance of deferred tax assets, valuation and recognition of share-based compensation expenses, impairment assessment on goodwill and long-lived assets, long-term investments, valuation of warrant liabilities.

d)Convenience Translation

Translations of balances in the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss and condensed consolidated statements of cash flows from RMB into US$ as of and for the six months ended June 30, 2024 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB7.2672 representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on June 28, 2024. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on June 30, 2024, or at any other rate.

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Table of Contents

3.Significant Accounting Policies (Continued)

e)Fair value measurements

Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:

●

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

●

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

●

Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Group’s financial instruments include cash and cash equivalents, restricted cash, accounts and notes receivable, prepayment and other current assets, long-term investments, short-term borrowings, accounts payable, other payables and other liabilities of which the carrying values approximate their fair value due to their short term in nature and other liabilities.

The fair value of warrant liability was determined using the Black Scholes Model, with level 3 inputs (Note 15).

f)Accounts and notes receivables, net

The carrying value of accounts receivable is reduced by an allowance that reflects the Group’s best estimate of the amounts that will not be collected. An allowance for doubtful accounts is recorded in the period when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt rates, accounts aging, financial conditions of the customer and industry trends. Starting from January 1, 2021, the Group adopted ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”). The Group’s accounts receivable and other receivables are within the scope of ASC Topic 326. To estimate expected credit losses, the Group has identified the relevant risk characteristics of the receivables which include size and nature. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Group considers the past collection experience, current economic conditions and future economic conditions (external data and macroeconomic factors). This is assessed at each quarter based on the Group’s specific facts and circumstances. There have been no significant changes in the assumptions since adoption. Accounts receivable balances are written off against the allowance when they are determined to be uncollectible. Notes receivable represents notes receivable issued by reputable financial institutions that entitle the Group to receive the full face amount from the financial institutions at maturity. Refer to Note 5 for details.

F-11

Table of Contents

3.Significant Accounting Policies (Continued)

g)Goodwill

Goodwill represents the excess of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an acquired business. The Group’s goodwill as of December 31, 2023 and June 30, 2024 was related to its acquisition of Longye in January 2020. In accordance with ASC 350, Goodwill and Other Intangible Assets, recorded goodwill amounts are not amortized, but rather are tested for impairment annually or more frequently if there are indicators of impairment present.

Goodwill is tested for impairment at the reporting unit level on an annual basis (December 31 for the Group) and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstances include a significant change in stock prices, business environment, legal factors, financial performances, competition, or events affecting the reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fair value of reporting unit using a discounted cash flow methodology also requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Group’s business, estimation of the useful life over which cash flows will occur, and determination of the Group’s weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for the reporting unit.

Management has determined that the Group has one reporting unit within the entity at which goodwill is monitored for internal management purposes. Starting from January 1, 2020, the Group adopted ASU 2017-04, which simplifies the accounting for goodwill impairment by eliminating Step 2 from the goodwill impairment test. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining an implied fair value in Step 2 to measure the impairment loss. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using the quantitative impairment test approach at the reporting unit level. Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of the reporting unit is more than its carrying amount as of June 30, 2023 and 2024. Therefore, management performed quantitative assessment, nil and nil impairment loss was recognized for the six months ended June 30, 2023 and 2024, respectively.

If the Group reorganizes its reporting structure in a manner that changes the composition of its reporting units, goodwill is reassigned based on the relative fair value of each of the affected reporting units.

h)Impairment of long-lived assets

Long-lived assets or asset group, including intangible assets with finite lives, are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. The Group recognized RMB1.5 million and RMB0.3 million impairment charge related to long-lived assets for the six months ended June 30, 2023 and 2024, respectively.

F-12

Table of Contents

3.Significant Accounting Policies (Continued)

i)Revenue recognition

The Group recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services using the five steps defined under ASC Topic 606.

The Group determines revenue recognition through the following steps:

●

identification of the contract, or contracts, with a customer;

●

identification of the performance obligations in the contract;

●

determination of the transaction price;

●

allocation of the transaction price to the performance obligations in the contract; and

●

recognition of revenue when, or as, the Group satisfies a performance obligation

Revenue is recognized upon transfer of control of promised goods or services to a customer.

Revenue is recorded net of Value Added Tax (“VAT”) and related surcharges collected from customers, which are subsequently remitted to government authorities.

Offline marketing services revenue

Auto shows revenue

The Group’s online website and offline infrastructure allow them to organize auto shows, which aim at facilitating transactions between consumers and industry customers that includes auto dealers, automakers and automotive service providers. The Group charges a fixed admission fee per auto show event from its industry customers for arranging, decorating and providing booth space at auto shows. The Group has identified one performance obligation for the transaction - providing a decorated venue for auto dealers, automakers and automotive service providers, as the individual service promised in auto show contracts are not distinct individually. As the Group has control of the auto show services and discretion in establishing the price of auto show admission fee to auto dealers, automakers and other automotive service providers, it is considered to be a principal in accordance with ASC 606. The auto shows revenue is recognized on a straight-line basis over the period of the contract, which is usually from two days to four days, when the services are provided.

Special promotion events revenue

The Group provides integrated services to support auto dealers’ own special promotion events during a specific period. The services include event planning and execution, marketing, training and onsite coaching, etc. The Group charges a fixed service fee per special promotion event. The Group has identified one performance obligation as the individual service promised in service contracts are not distinct individually. As the Group has control of the service and discretion in establishing the price of the fee to auto dealers, it is considered to be a principal in accordance with ASC 606. The special promotion events revenue is recognized on a straight-line basis over the promotion period of the contract, which is usually one week, when the services are provided.

F-13

Table of Contents

3.Significant Accounting Policies (Continued)

i)Revenue recognition (Continued)

Referral service for commercial bank revenue

In October 2019, the Group commenced its auto loan referral services in collaboration with a commercial bank. The referral services provided to the bank include (i) referral services and (ii) periodic guarantee for the following time periods: (a) from the date of loan issuance by the commercial bank to the consumer to the date when the consumer’s vehicle mortgage registration is completed (the mortgage registration procedures should be completed within 120 days after the loan issuance) and (b) no overdue of more than 30 days for any of the first 3 monthly repayment. The referral service and periodic guarantee are two separate performance obligations that meet the criteria to be considered distinct, of which, referral services revenue is recognized at a point in time upon the delivery of the services and a guarantee liability is recorded at fair value at inception of the loans. Revenue from the periodic guarantee is recognized by a systematic and rational amortization method over the term of guarantee period. The Company has ceased the cooperation since April 2022.

Online marketing services revenue

The Group’s online marketing services revenue primarily include (i) live streaming promotion events services, (ii) customer referral services, (iii) marketing information services and (iv) demand-side platform services.

The Group commenced its live streaming promotion events services from the first quarter of 2020, holding promotional events on the live streaming platform of Zhejiang Tmall Technology Co., Ltd. (“Tmall”), which aims at facilitating transactions between consumers and industry customers that includes auto dealers, automakers and automotive service providers. The Group identified only one performance obligation that is to provide the industry customers with arranging, decorating and providing the platform for live show. The Group charges a fixed admission fee per live streaming promotion event from its industry customers. As the Group has control of the services and discretion in establishing the price of live streaming promotion admission fee to auto dealers, automakers and other automotive service providers, it is considered to be a principal in accordance with ASC 606. The live streaming promotion events services revenue is recognized on a straight-line basis over the promotion period of the contract, which is usually one week, when the services are provided.

Other revenue

The Group also commenced its customer referral services from the first quarter of 2020 by referring its industry customers to Beijing Baidu Netcom Science Technology Co., Ltd. (“Baidu”) to use the membership services of a Baidu’s auto content distribution platform. The Group identified only one performance obligation that is to provide referral service to Baidu. The Group charges Baidu a fixed rate commission fee based on the membership fee amount for the services rendered. Revenue is recognized at point-in-time when the industry customers successfully register as a membership of Baidu’s auto content distribution platform.

For the marketing information services, the Group generates consumers’ demand information through its online channels and provides to the industry customers upon consumers’ consent. The Group identified only one performance obligation that is to provide consumer’s demand information to the industry customers. The marketing information service fee is charged based on the quantity of consumers’ demand information delivered. Revenue is recognized at a point in time upon the delivery of such consumers’ demand information.

On January 13, 2020, the Company completed the acquisition of Longye a Software-as-a-Service (“SaaS”) company who mainly provides subscription and support services to industry customers, including auto dealers, automakers and automotive service providers, with access to cloud services, software licenses and related support and updates during the term of the arrangement. Cloud services allow industry customers to use the Group’s multi-tenant software without taking possession of the software. The Group identified the only one performance obligation that is to provide integrated cloud services to industry customers. The Group initially records the subscription and support services fee as deferred revenue upon receipt and then recognizes the revenue on a straight-line basis over the service period, which is usually from one year to five years. The subscription and support services revenue is recognized on a straight-line basis over the period of the contract when the services are provided.

F-14

Table of Contents

3.Significant Accounting Policies (Continued)

i)Revenue recognition (Continued)

Contract balances

Contract liabilities primarily result from the timing difference between the Group’s satisfaction of performance obligation and the customers’ payment. Substantial all auto show revenue and referral service for commercial bank revenue and SaaS revenue are recognized over time during the six months ended June 30, 2023 and 2024.

Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent amounts invoiced and revenues recognized prior to invoicing when the Group has satisfied the Group’s performance obligation and has the unconditional rights to payment.

The Group applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Group has no material incremental costs of obtaining contracts with customers that the Group expects the benefit of those costs to be longer than one year which need to be recognized as assets.

j)Taxation

Income taxes

Current income taxes are provided on the basis of income/(loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any tax loss and tax credit carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of operations and comprehensive loss in the period the change in tax rates or tax laws is enacted. A valuation allowance is provided to reduce the amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income tax assets will not be realized.

Uncertain tax positions

In order to assess uncertain tax positions, the Group applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Group recognizes interest and penalties, if any, under accrued expenses and other current liabilities on its consolidated balance sheet and under other expenses in its consolidated statements of operations and comprehensive loss. The Group did not have any significant unrecognized uncertain tax positions as of December 31, 2023 and June 30, 2024.

F-15

Table of Contents

3.Significant Accounting Policies (Continued)

k)Warrant liability

In connection with the issuances of ordinary shares, the Group issued warrants to purchase ordinary shares on November 23, 2022. The Group evaluates the warrants under Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity. Warrants recorded as liabilities are recorded at their fair value and remeasured on each reporting date with change in estimated fair value of warrant liability in the condensed consolidated statement of operations and comprehensive loss.

l)Concentrations and Risks

Advertising and promotional service provider

The Group relied on advertising and promotional service providers and their affiliates for advertising and promotional service to support its operations during the six months ended June 30, 2023 and 2024. Total number of advertising and promotional service providers accounting for more than 10% is one and four for the six months ended June 30, 2023 and 2024, respectively.

Credit risk

Financial instruments that potentially subject the Group to the concentration of credit risk consist of cash and cash equivalents, restricted cash and accounts and notes receivable. As of December 31, 2023 and June 30, 2024, all of the Group’s cash and cash equivalents and restricted cash were held in large reputable financial institutions located in the United States of America or China, which management consider being of high credit quality. Accounts receivable is typically unsecured and is derived from revenue earned from the Company’s businesses.

Major customers

There were two and one customers whose receivable balances exceeded 10% of the total accounts receivable balances of the Group as December 31, 2023 and June 30, 2024, respectively.

There was nil customer whose revenue exceed 10% of the total revenue of the Group for the six months ended June 30, 2023. There was one customer whose revenue accounted for 11.5% of the total revenue of the Group for the six months ended June 30, 2024.

4.Goodwill

The following table presents the Group’s goodwill as of the respective balance sheet dates:


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Goodwill	115,414	115,414
Less: impairment	(69,853)	(69,853)
Goodwill, net	45,561	45,561

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Table of Contents

5.Accounts and notes receivables, net

Accounts and notes receivables consist of the following:


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Notes receivable	242	1,109
Accounts receivable	60,668	45,619
Less: allowance for doubtful accounts	(32,019)	(30,416)
Accounts receivable, net	28,891	16,312

The Group recognized the allowance for doubtful accounts of RMB1,840 and reversed the allowance for doubtful accounts of RMB1,603 for the six months ended June 30, 2023 and 2024, respectively. The Group recognized the write-off for doubtful accounts of RMB770 and nil for the six months ended June 30, 2023 and 2024, respectively.

6.Prepayment and other current assets, net

The following is a summary of prepayments and other current assets:


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Deductible VAT	382	355
Deposits	6,592	4,504
Receivables due from third-party online payment platforms	640	844
Staff advances	1,111	195
Receivable from borrowers for the guarantee payment to commercial bank	18,218	18,212
Others	12,318	2,199
Less: provisions for prepayment and other current assets	(23,275)	(18,212)
Total prepayment and other current assets, net	15,986	8,097

The Group recognized provisions for prepayment and other current assets of RMB3,360 and nil for the six months ended June 30, 2023 and 2024, respectively. The Group reversed provisions for prepayment and other current assets of nil and RMB6 for the six months ended June 30, 2023 and 2024, respectively.

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Table of Contents

7.Taxation

a)Income taxes

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company in the Cayman Islands to their shareholders, no Cayman Islands withholding tax will be imposed.

Hong Kong

Commencing from the year of assessment 2018/2019, the first HK$2.0 million of profits earned by the Group’s subsidiaries incorporated in Hong Kong will be taxed at half the current tax rate (i.e., 8.25%) while the remaining profits will continue to be taxed at the existing 16.5% tax rate. Payments of dividends by the subsidiary to the Company are not subject to withholding tax in Hong Kong.

China

Effective from January 1, 2008, the PRC’s statutory income tax rate is 25%. The Company’s PRC subsidiaries are subject to income tax at the statutory rate of 25% except for TuanChe Internet, Tuan Yuan and Drive New Media, TuanChe Internet and Tuan Yuan have been reconfirmed as a “High and New Technology Enterprise” (“HNTE”) in 2018 for a period of 3 years and renewed in 2021, are subject to a preferential income tax rate of 15% from 2018 to October 2024. Drive New Media, has been confirmed as a “High and New Technology Enterprise” (“HNTE”) in 2019 for a period of 3 years and renewed in 2022, is subject to a preferential income tax rate of 15% from 2019 to 2024.

The following table presents an unaudited reconciliation of the differences between the statutory income tax rate and the Company’s effective income tax rate for the six months ended June 30, 2023 and 2024:


	For the six months ended
	June 30,
	2023	2024
	%	%
Statutory income tax rate of the PRC	25.0	25.0
Permanent differences	(1.1)	(4.5)
Change in valuation allowance	(24.5)	(12.5)
Effect of preferential tax rate	(3.5)	(2.6)
Others	4.1	(5.4)
Effective income tax rate	—	—

8.Short-term borrowings

For the six months ended June 30, 2024, the Group had repaid borrowings of RMB10,687, and obtained borrowings of RMB8,000. The interest was payable on a monthly or quarterly basis and the principal was due upon maturity or installments, as follows:


Term loan	Maturity date	Principal amount	Interest rate per annum		Name of bank
Loan 1	2024-09-08	2,000	4.40	%	Jiangsu Bank
Loan 2	2024-10-30	3,000	4.00	%	China Minsheng Bank
Loan 3	2024-07-07	1,000	3.70	%	Bank of China
Loan 4	2025-06-14	2,000	4.15	%	Beijing Bank
Loan 5	2025-06-14	5,000	3.45	%	Industrial and Commercial Bank of China
Total		13,000

As of June 30, 2024, the loan 5 is guaranteed by a third party.

F-18

Table of Contents

9.Other current liabilities

The following is a summary of other current liabilities as of December 31, 2023 and June 30, 2024:


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Professional service fee	6,319	1,235
Advertising expense payables	2,703	5,369
Promotional expense payables	5,862	4,639
Others	5,582	6,121
Total	20,466	17,364

10.Long-term borrowings

For the six months ended June 30, 2024, the Group had repaid long-term borrowings of RMB100. The interest was payable on a monthly basis and the principal was due upon maturity, as follows:


Term loan	Maturity date	Principal amount	Interest rate per annum		Name of bank
Loan 1	2025-09-28	2,900	3.45	%	Bank of China Limited Beijing Xuanwu Branch
Loan 2	2027-04-02	10,000	3.95	%	China Construction Bank Corporation Beijing Chaoyang Branch
Total		12,900

As of June 30, 2024, the loan 1 is guaranteed by a third party.

11.Share-based Compensation

Description of stock option plan and Share option replacement

In June 2018, the directors of the Company (the “Directors”) approved the TuanChe Limited Share Incentive Plan (the “Share Incentive Plan”). Under the Share Incentive Plan, 38,723,321 ordinary shares were issued to Best Cars for the restricted share awards at consideration of nil. Meanwhile, the incentive share options granted to employees and nonemployees of the Company were replaced by the restricted shares. As a result of the Share Incentive Plan, on June 15, 2018, a total of 15,473,653 share options of the Company were replaced by 13,740,480 restricted shares. The restricted shares awards are subject to the original vesting schedule of the replaced share options. The Company has recognized the incremental expenses immediately for those vested share options, the unvested portion will be recognized as expenses over the remaining vesting periods.

F-19

Table of Contents

11.Share-based Compensation (Continued)

Description of stock option plan and Share option replacement (Continued)

On May 4, 2023, the directors of the Company (the “Directors”) approved the 2023 Share Incentive Plan (the “2023 Plan”). Under the 2023 Plan, the Group are authorized to issue an aggregate of 169,172,564 ordinary shares to employees.

For the six months ended June 30, 2024, the Company has granted 3,000,000 restricted shares to its employees. The total fair value of RMB1.3 million for those granted restricted shares will be recognized as expenses over the vesting periods of nil to 4 years.

A summary of the restricted shares activities is presented below:


	Number of restricted	Weighted-Average
	shares	Grant-Date Fair Value
		US$
Outstanding as of December 31, 2023	3,880,000	0.155
Granted	3,000,000	0.293
Forfeit	—	—
Vested	(1,625,000)	0.076
Outstanding as of June 30, 2024 (unaudited)	5,255,000	0.259

For the six months ended June 30, 2023 and 2024, total share-based compensation expenses recognized by the Group for the restricted shares granted were RMB4.0 million and RMB15.5 million, respectively.

As of June 30, 2024, there was RMB1.3 million of unrecognized share-based compensation expenses related to the restricted shares granted. That expenses are expected to be recognized over a weighted-average period of 1.9 years.

12.Equity

Ordinary shares and Pre-funded Warrant

On November 23, 2022, the Company issued 58,472,736 ordinary shares for a registered direct offering of approximately $15.0 million. The aggregate proceeds the Company received from this offering, net of commissions and other offering expenses, were $13.7 million. The offering consisted of (1) 3,654,546 ADSs and 1,800,000 pre-funded warrants to purchase ADSs (“Pre-Funded Warrant”) and (2) 5,454,546 ADSs warrants to purchase ADSs(“Warrant”). Each Warrant is exercisable to purchase one ADS for $2.75 and each Pre-Funded Warrant is exercisable to purchase one ADS for $0.001. Each ADS represents sixteen (16) Class A ordinary shares of the Company. The Pre-Funded Warrant became immediately exercisable upon issuance and may be exercised at any time until all of the Pre-Funded Warrant are exercised in full. The Warrant has a term of five years from the issuance date. On November 25, 2022, 800,000 pre-funded warrants had been exercised, 12,800,000 ordinary shares were issued upon such exercise.

The Company determined that the Pre-Funded Warrant meet the requirements for equity classification. The Pre-Funded warrants were recorded at their fair value on the date of issuance as a component of total equity. In addition, since these Pre-Funded warrants are exercisable for a nominal amount, they have been shown as exercised when issued and as outstanding common stock in the consolidated financial statements and earnings per share calculations. 1,000,000 pre-funded warrants had been exercised on January 30, 2024.

Warrant

On November 23, 2022, the Warrant are classified as a liability and the fair value allocated to the Warrant was RMB36.8 million. The Warrant liability will be re-measured at each reporting period until the warrant are exercised or expire and any changes will be recognized in the statement of operations and comprehensive loss. The fair value of Warrant were RMB4.0 million and RMB1.6 million as of December 31, 2023 and June 30, 2024, respectively. No warrants were exercised as of June 30, 2024.

F-20

Table of Contents

13.Net Loss Per Share

As the Group incurred losses for the six months ended June 30, 2023 and 2024, the potential and restricted shares granted were anti-dilutive and excluded from the calculation of diluted net loss per share of the Company.

The following table sets unaudited forth the computation of basic and diluted net loss per share for the six months ended June 30, 2023 and 2024:


	For the six months ended June 30,
	2023	2024
Numerator :
Net loss attributable to TuanChe Limited’s shareholders	(30,698)	(40,675)
Denominator:
Weighted average number of ordinary shares outstanding, basic and diluted	399,544,700	421,273,519
Basic and diluted net loss per share attributable to TuanChe Limited’s shareholders	(0.08)	(0.10)

14.Commitments and contingencies

Litigation

From time to time, the Group is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, management does not believe that the ultimate outcome of any unresolved matters, individually and in the aggregate, is reasonably possible to have a material adverse effect on the Group’s financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and the Group’s view of these matters may change in the future. The Group records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Group reviews the need for any such liability on a regular basis. The Group has not recorded any material liabilities in this regard as of December 31, 2023 and June 30, 2024.

15.Fair Value Measurement


	For the year ended	For the six months ended
	December 31, 2023	June 30, 2024
	RMB	RMB	US$
Warrant liability:
Level 1 Inputs	—	—	—
Level 2 Inputs	—	—	—
Level 3 Inputs	3,952	1,632	225
Balance at fair value	3,952	1,632	225


	As of December 31, 2023		As of June 30, 2024
Expiration of warrant (years)	3.9		3.4
Fair market value per share (US$)*	3.00		1.79
Exercise price (US$)*	41.25		41.25
Risk-free rate	3.92	%	4.48	%
Dividend yield	—		—
Standard derivation in the value of stock	132.8	%	132.0	%

*Effective on January 26, 2024, The Group changed the ratio of the ADSs to Class A ordinary shares from the then ADS ratio of one ADS to sixteen (16) Class A ordinary shares to a new ADS ratio of one ADS representing two hundred and forty (240) Class A ordinary shares. Fair market value per share and exercise price as of December 31, 2023 have been retroactively adjusted to reflect the change in ratio for all periods presented.

F-21

Table of Contents

15.Fair Value Measurement (Continued)


		For the six months ended June 30, 2024
		RMB
Fair value of warrants at beginning of the period (Level 3)		3,952
Issuances		—
Change in fair value		(2,338)
Effect of exchange rate changes		18
Fair value of warrants at end of the period (Level 3)		1,632

16.Related party transactions and balance

The Company entered into outsourcing service agreements with Shanghai Three Drivers Culture Media Co., Limited (“STDC”). The outsourcing service expenses provided by STDC for the Company are RMB1,286 and RMB2,760 for the six months ended June 30, 2023 and 2024, respectively.The Company entered into promotion service agreements with STDC, under which the promotion service expenses provided by the Company for STDC are RMB565 and nil for the six months ended June 30, 2023 and 2024. The prepayment balance is RMB1,125 and RMB314 as of December 31, 2023 and June 30, 2024, respectively.

For the six months ended June 30, 2024, the Company received RMB4,510 from CEO, Mr. Wen. The other current liabilities balance due to CEO are nil and RMB4,070 as of December 31, 2023 and June 30, 2024, respectively.

On November 22, 2023, the company received RMB1,500 from COO Mr. Hui Yuan’s spouse as loan with an interest rate of 3.45% for one year. The loan payable balance due to Mr. Hui Yuan’s spouse is RMB1,500 and RMB1,500 as of December 31, 2023 and June 30, 2024, respectively.

17.Subsequent event

The Group has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that there are no events that would have required adjustment or disclosure in the financial statements.

F-22

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
Change in fair value of warrant liability	(11,551)	(2,338)	(322)
Impairment of long-lived assets	1,515	300	41
Adjusted EBITDA	(36,796)	(26,766)	(3,683)

Net loss	(30,698)	(40,675)	(5,596)
Add:
Share-based compensation expenses	4,007	15,505	2,133
Change in fair value of warrant liability	(11,551)	(2,338)	(322)
Impairment of long-lived assets	1,515	300	41
Adjusted net loss	(36,727)	(27,208)	(3,744)
Adjusted net loss attributable to TuanChe Limited’s shareholders	(36,727)	(27,208)	(3,744)
Weighted average number of ordinary shares
Basic and diluted	399,544,700	421,273,519	421,273,519
Adjusted net loss per share from operations
Basic and diluted	(0.09)	(0.06)	(0.01)

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 statements and the related notes included elsewhere in this interim report. See “Exhibit 99.2 —Condensed Consolidated Financial Statements of TuanChe Limited as of December 31, 2023 and June 30, 2024 (unaudited) and for the six months ended June 30, 2023 (unaudited) and 2024 (unaudited).” We also recommend that you read our management’s discussion and analysis and our audited consolidated financial statements for fiscal year 2023, and the notes thereto, which appear in our annual report on Form 20-F for the year ended December 31, 2023, or the Annual Report, filed with the U.S. Securities and Exchange Commission, or the SEC, on March 28, 2024.

Unless otherwise indicated or the context otherwise requires, all references to “our company,” “we,” “our,” “ours,” “us” or similar terms refer to TuanChe Limited and its subsidiaries. “VIEs” refers to TuanChe Internet Information Service (Beijing) Co., Ltd., Shenzhen Drive New Media Co., Ltd., Beijing Internet Drive Technology Co., Ltd., and Hainashuke (Beijing) Technology Co., Ltd., and their respective subsidiaries, as the context requires. All references to “China” or “PRC” refer to the People’s Republic of China. All references to “industry customer(s)” refer to business customers to which we offer services, including auto dealers, automakers, automobile accessory manufacturers and other automotive related goods and service providers. All references to “RMB” or “Renminbi” refer to the legal currency of China. All references to “US$,” “U.S. dollars,” “$” or “dollars” refer to the legal currency of the United States of America.

All such financial statements were prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. We have made rounding adjustments to some of the figures included in this management’s discussion and analysis. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors.

Overview

We believe we, together with the VIEs, are a leading omni-channel automotive marketplace in China. We, together with the VIEs, provide a scalable omni-channel automotive marketplace approach to automobile marketing and distribution. We and the VIEs offer marketing solutions by integrating online platform and offline sales events. In the six months ended June 30, 2023 and 2024, we and the VIEs hosted 183 and 63 auto shows across 80 and 47 cities in mainland China, respectively. Our and the VIEs’ auto shows offered a total of 4,301 and 1,084 booth spaces in the six months ended June 30, 2023 and 2024, respectively. The total number of automobile sales transactions we and the VIEs facilitated was 44,891 and 10,460 in the six months ended June 30, 2023 and 2024, respectively, with a total gross merchandise value of approximately RMB7.2 billion and RMB1.7 billion (US$0.2 billion) in the same period, respectively.

Historically, we generated our net revenues primarily through our and the VIEs’ offline events. Our net revenues were RMB92.2 million and RMB32.3 million (US$4.4 million) in the six months ended June 30, 2023 and 2024, respectively. Our net loss was RMB30.7 million and RMB40.7 million (US$5.6 million) in the six months ended June 30, 2023 and 2024, respectively. Our adjusted EBITDA was a loss of RMB36.8 million and a loss of RMB27.2 million (US$3.7 million) in the six months ended June 30, 2023 and 2024, respectively. We recorded adjusted net loss of RMB36.7 million and RMB26.8 million (US$3.7 million) in the six months ended June 30, 2023 and 2024, respectively. For a detailed description of our non-GAAP measures, see “—Non-GAAP Financial Measures.”

Results of Operations

The following table sets forth a summary of our unaudited condensed consolidated statements of operations and comprehensive loss, both in absolute amount, for the periods indicated. This information has been derived from and should be read together with our unaudited condensed consolidated financial statements. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.


	Six Months Ended June 30,
	2023	2024
	RMB	RMB	US$

	(in thousands, except for share and per share data)
Summary Condensed Consolidated Statements of Operations and Comprehensive Loss
Net Revenues	92,152	32,305	4,446
Cost of revenues	(33,726)	(9,951)	(1,369)
Gross profit	58,426	22,354	3,077
Total operating expenses	(113,582)	(69,808)	(9,606)
Other income	24,458	6,779	933
Net loss attributable to TuanChe Limited’s shareholders	(30,698)	(40,675)	(5,596)
Net loss attributable to the TuanChe Limited’s ordinary shareholders per share
Basic and diluted	(0.08)	(0.10)	(0.01)
Weighted average number of ordinary shares
Basic and diluted	399,544,700	421,273,519	421,273,519
Non-GAAP Financial Data (1)
Adjusted EBITDA	(36,796)	(26,766)	(3,683)
Adjusted net loss	(36,727)	(27,208)	(3,744)

(1)	See “— Non-GAAP Financial Measures.”

Non-GAAP Financial Measures

To supplement our unaudited condensed consolidated financial statements which are presented in accordance with U.S. GAAP, we also use adjusted EBITDA and adjusted net loss as additional non-GAAP financial measures. We present these non-GAAP financial measures because they are used by our management to evaluate our operating performance. We also believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our unaudited consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of our peer companies.

We define adjusted EBITDA as net loss excluding depreciation and amortization, interest income, net, share-based compensation expenses, impairment of long-lived assets and change in fair value of warrant liability. We define adjusted net loss as net loss excluding share-based compensation expenses, impairment of long-lived assets and change in fair value of warrant liability. We believe that adjusted EBITDA and adjusted net loss provide useful information to investors and others in understanding and evaluating our operating results. These non-GAAP financial measures adjust for the impact of items that we do not consider indicative of the operational performance of our business and should not be considered in isolation or construed as an alternative to net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to compare the historical non-GAAP financial measures with the most directly comparable GAAP measures. Adjusted EBITDA and adjusted net loss presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

The following tables set forth a reconciliation of our adjusted EBITDA and adjusted net loss to net loss for the periods indicated.


	Six Months Ended June 30,
	2023	2024
	RMB	RMB	US$

	(in thousands, except for share and per share data)
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
Change in fair value of warrant liability	(11,551)	(2,338)	(322)
Impairment of long-lived assets	1,515	300	41
Adjusted EBITDA	(36,796)	(26,766)	(3,683)


	Six Months Ended June 30,
	2023	2024
	RMB	RMB	US$

	(in thousands, except for share and per share data)
Net loss	(30,698)	(40,675)	(5,596)
Add:
Share-based compensation expenses	4,007	15,505	2,133
Change in fair value of warrant liability	(11,551)	(2,338)	(322)
Impairment of long-lived assets	1,515	300	41
Adjusted net loss	(36,727)	(27,208)	(3,744)

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Net Revenues

Our net revenues decreased by 64.9% from RMB92.2 million in the six months ended June 30, 2023 to RMB32.3 million (US$4.4 million) in the six months ended June 30, 2024.

●

Net revenues from auto show services decreased by 71.2% from RMB69.3 million in the six months ended June 30, 2023 to RMB19.9 million (US$2.7 million) in the six months ended June 30, 2024, primarily due to a decreased number of offline activities as a result of a reduction in customer marketing budgets. In the six months ended June 30, 2023 and 2024, we and the VIEs organized 183 and 63 auto shows in 80 and 47 cities, offering a total of 4,301 and 1,084 booths, respectively.

●

Net revenues from special promotion event services decreased by 62.0% from RMB0.6 million in the six months ended June 30, 2023 to RMB0.2 million (US$31 thousand) in the six months ended June 30, 2024, primarily due to a decreased number of activities as the change in the key customers resulted in a failure to continue cooperations.

●

Net revenues from referral service for a commercial bank decreased by 100.0% from RMB2.6 million in the six months ended June 30, 2023 to nil in the six months ended June 30, 2024, primarily because we and the VIEs have ceased operation of the referral services since April 1, 2022.

●

Net revenues from our online marketing services decreased by 70.7% from RMB8.8 million in the six months ended June 30, 2023 to RMB2.6 million (US$0.4 million) in the six months ended June 30, 2024, primarily due to the decrease in the live streaming events held by the Company as the change in the key customers resulted in a failure to continue cooperations.

●

Net revenues from others services decreased by 12.7% from RMB11.0 million in the six months ended June 30, 2023 to RMB9.6 million (US$1.3 million) in the six months ended June 30, 2024, primarily due to the decrease in referral services.

Cost of Revenues

Our cost of revenues decreased by 70.5% from RMB33.7 million in the six months ended June 30, 2023 to RMB10.0 million (US$1.4 million) in the six months ended June 30, 2024, primarily due to the following reasons.

●

Our venue set-up costs decreased by 77.9% from RMB8.8 million in the six months ended June 30, 2023 to RMB1.9 million (US$0.3 million) in the six months ended June 30, 2024, generally in line with the decreases in net revenues from auto show services.

●

Our venue rental costs decreased by 78.1% from RMB10.7 million in the six months ended June 30, 2023 to RMB2.3 million (US$0.3 million) in the six months ended June 30, 2024. Both are primarily due to a decrease in the number of auto shows we organized and set up from 183 in the six months ended June 30, 2023 to 63 in the six months ended June 30, 2024.

●

Our other direct costs decreased by 60.2% from RMB14.3 million in the six months ended June 30, 2023 to RMB5.7 million (US$0.8 million) in the six months ended June 30, 2024, primarily due to a decrease in information acquisition costs in connection with our and the VIEs’ online marketing services.

Gross Profit

As a result of the foregoing, our gross profit decreased by 61.7% from RMB58.4 million in the six months ended June 30, 2023 to RMB22.4 million (US$3.1 million) in the six months ended June 30, 2024.

Operating Expenses

Our total operating expenses decreased by 38.5% to RMB69.8 million (US$9.6 million) in the first half of 2024 from RMB113.6 million in the same period of the prior year.

●

Our selling and marketing expenses decreased by 54.7% to RMB36.5 million (US$5.0 million) in the first half of 2024 from RMB80.7 million in the same period of the prior year, primarily due to a decrease in promotion expenses as a result of decreased volume of offline events.

●

Our general and administrative expenses increased by 2.6% to RMB24.3 million (US$3.3 million) in the first half of 2024 from RMB23.7 million in the same period of the prior year, primarily due to an increase in general and administrative staff compensation expenses, partially offset the decrease in allowance for doubtful accounts.

●

Our research and development expenses increased by 13.4% to RMB8.7 million (US$1.2 million) in the first half of 2024 from RMB7.7 million in the same period of the prior year, primarily due to an increase in research and development staff compensation expenses.

●

Operating Loss

As a result of the foregoing, our operating loss decreased by 14.0% from RMB55.2 million in the six months ended June 30, 2023 to RMB47.5 million (US$6.5 million) in the six months ended June 30, 2024.

Net Loss

As a result of the foregoing, we had net loss of RMB30.7 million and RMB40.7 million (US$5.6 million) in the six months ended June 30, 2023 and 2024, respectively.

Liquidity and Capital Resources

Our principal sources of liquidity have been cash generated from operations, proceeds from our initial public offering and loans from banks.

As of June 30, 2024, we had RMB5.0 million (US$0.7 million) in cash and cash equivalents and RMB4.3 million (US$0.6 million) in restricted cash. As of the same date, we held a cash balance of RMB4.9 million (US$0.7 million) denominated in RMB, representing 97.6% of our total cash, cash equivalents and restricted cash.

We have incurred recurring operating losses since our inception, including net losses of RMB30.7 million and RMB40.7 million (US$5.6 million) in the six months ended June 30, 2023 and 2024, respectively. Net cash used in operating activities was RMB52.4 million and RMB11.1 million (US$1.5 million) in the six months ended June 30, 2023 and 2024, respectively. Accumulated deficit was RMB1,273.8 million (US$175.3 million) as of June 30, 2024. As of June 30, 2024, we had a net current liability of RMB43.0 million (US$5.9 million). The company’s business encountered some difficulties, including weak economic growth of China and resignation of staffs, which negatively impacted the Group’s business operations for the six months ended June 30, 2024 and has continued to impact the Group’s financial position, results of operations and cash flows. These conditions raise substantial doubt about the Group’s ability to continue as a going concern.

Historically, we have relied principally on cash from operating activities, non-operational sources of financing from investors to fund our operations and business development. Our ability to continue as a going concern is dependent on our management’s ability to successfully execute the business plan which includes strictly implementing the expenses, accelerating the collection of accounts receivable and increasing the proportion of advance from customers, pursuing potential financing to improve our cash flow from operating and financing activities. Based on cash flow projections from operating and financing activities, our current balance of cash and cash equivalents on our operations, our management believes that our current cash and cash equivalents and anticipated cash flow from operations upon successful execution of our business plans will be sufficient to meet our anticipated cash needs from operations and other commitments for at least the next 12 months from the date of this interim report. However, there is no assurance that the plans will be successfully implemented. Failure to successfully implement the plan will have a material adverse effect on our business, results of operations and financial position, and may materially and adversely affect our ability to continue as a going concern.

We have not yet achieved a business scale that is able to generate a sufficient level of revenues to achieve net profit and positive cash flows from operating activities, and we expect the operating losses and negative cash flows from operations will continue for the foreseeable future. While we believe that our current cash and cash equivalents and other current assets are sufficient to meet the cash requirements to fund planned operations and other commitments for at least the next 12 months from the date of this interim report, if we fail to grow our business in a way that generates sufficient returns, we may need additional financing to execute our business plans. If additional financing is required, we cannot predict whether this additional financing will be in the form of equity, debt, or another form, and we may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. If financing sources are not available, or if we are unsuccessful in increasing our gross profit margin and reducing operating losses, we may be unable to implement our current plans for expansion, repay debt obligations or compete with other market participants effectively, any of which would have a material adverse effect on our business, financial condition and results of operations and would materially and adversely affect our ability to continue as a going concern.

Our unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of uncertainties described above.

The following table sets forth a summary of our cash flows for the periods indicated.


	Six Months Ended June 30,
	2023	2024
	RMB	RMB	US$

	(in thousands, except for share and per share data)
Net cash used in operating activities	(52,408)	(11,088)	(1,527)
Net cash used in investing activities	—	(7)	(1)
Net cash generated from financing activities	3,435	7,213	993
Effect of exchange rate on cash and cash equivalents	791	(2,763)	(380)
Net decrease in cash, cash equivalents and restricted cash	(48,182)	(6,645)	(915)
Cash and cash equivalents, and restricted cash at beginning of the period	76,843	15,993	2,201
Cash and cash equivalents, and restricted cash at end of the period	28,661	(2,763)	(380)

Operating Activities

Cash used in operating activities was RMB11.1 million (US$1.5 million) in the six months ended June 30, 2024. In the six months ended June 30, 2024, the difference between our cash used in operating activities and our net loss of RMB40.7 million (US$5.6 million) resulted primarily from (1) share-based compensation of RMB15.5 million (US$2.1 million), (2) a decrease in accounts receivable of RMB14.2 million (US$2.0 million), (3) an increase in prepayment and other current assets of RMB10.7 million (US$1.5 million) and (4) an increase in other current liabilities of RMB1.7 million (US$0.2 million), partially offset by (1) a decrease in salary and welfare benefits payable of RMB5.6 million (US$0.8 million), (2) gain on changes in fair value of warrant liability of RMB2.3 million (US$0.3 million), (3) other income on reverse of unpaid tax of RMB2.1 million (US$0.3 million), (4) reversed allowance of doubtful accounts of RMB1.6 million (US$0.2 million) and (5) a decrease in other taxes payable of RMB1.6 million (US$0.2 million).

Cash used in operating activities was RMB52.4 million in the six months ended June 30, 2023. In the six months ended June 30, 2023, the difference between our cash used in operating activities and our net loss of RMB30.7 million resulted primarily from (1) a decrease in accounts receivable of RMB10.4 million, (2) allowance of doubtful accounts of RMB5.2 million, (3) an increase in advance from customers of RMB4.2 million, (4)share-based compensation of RMB4.0 million and (5) provisions for long-lived asset impairment of RMB1.5 million, partially offset by (1) a decrease in prepayment and other current assets of RMB12.4 million, (2) gain on changes in fair value of warrant liability of RMB11.6 million, (3) other income on reverse of unpaid tax of RMB8.8 million, (4) a decrease in accounts payable of RMB4.4 million, (5) a decrease in other current liabilities of RMB4.3 million and (6) a decrease in salary and welfare benefits payable of RMB4.3 million.

Investing Activities

Net cash used in investing activities was RMB6.7 thousand in the six months ended June 30, 2024, due to purchase of property, equipment and software.

Net cash used in investing activities was nil in the six months ended June 30, 2023.

Financing Activities

Net cash generated from financing activities was RMB7.2 million (US$1.0 million) in the six months ended June 30, 2024, primarily due to RMB18.0 million (US$2.5 million) received from borrowings, partially offset by repayments of borrowings of RMB10.8 million (US$1.5million).

Net cash generated from financing activities was RMB3.4 million in the six months ended June 30, 2023, primarily due to RMB7.1 million received from short-term borrowings, partially offset by repayments of short-term borrowings of RMB3.7 million.

Indebtedness

As of June 30, 2024, the Group had borrowings of RMB25.9 million. The interest was payable on a monthly basis in the first three installments and payable on a monthly basis by equal principal and interest from the fourth installment.

Capital Expenditures

We incurred capital expenditures of nil and RMB6.7 thousand in the six months ended June 30, 2023 and 2024, respectively, primarily in connection with the purchase of property, equipment and software. We intend to fund our future capital expenditures with our existing cash balance, proceeds from debt or equity financing and other financing alternatives. We will continue to incur capital expenditures to support the growth of our business.

Financial Information Related to the VIEs

The following table presents the unaudited condensed consolidated balance sheet information relating to TuanChe Limited (the “Parent”), the VIEs and the non-variable interest entities as of June 30, 2024.


	As of June 30, 2024
			Non-VIE
		VIE		Other	Intercompany	Group
	Parent	Consolidated	WFOE	subsidiaries	Elimination	Consolidated
Cash, cash equivalents and restricted cash	115	3,532	5,689	12	—	9,348
Amount due from the subsidiaries of the Group	135,961	125,964	146,119	16,414	(424,458)	—
Other current assets	235	11,233	13,182	73	—	24,723
Total current assets	136,311	140,729	164,990	16,499	(424,458)	34,071
Long-term investments	—	5,991	—	—	—	5,991
Investments in subsidiaries, VIEs and subsidiaries of VIEs	(130,047)	—	—	744,611	(614,564)	—
Operating lease right-of-use assets, net	—	53	4,748	—	—	4,801
Goodwill	—	—	45,561	—	—	45,561
Other non-current assets	—	—	522	—	—	522
Total non-current assets	(130,047)	6,044	50,831	744,611	(614,564)	56,875
Total assets	6,264	146,773	215,821	761,110	(1,039,022)	90,946
Accounts payable	—	3,387	7,340	—	—	10,727
Amount due to the subsidiaries of the Group	2,750	248,791	147,471	18,844	(417,856)	—
Short-term borrowings	—	11,000	2,000	—	—	13,000
Short-term operating lease liabilities	—	375	3,636	—	—	4,011
Other current liabilities	7,596	21,299	18,948	1,442	—	49,285
Total current liabilities	10,346	284,852	179,395	20,286	(417,856)	77,023
Long term loan	—	12,900	—	—	—	12,900
Warrant liability	1,632	—	—	—	—	1,632
Lease liabilities, non-current	—	22	5,071	—	—	5,093
Other non-current liabilities	—	11	—	—	—	11
Total non-current liabilities	1,632	12,933	5,071	—	—	19,636
Total liabilities	11,978	297,785	184,466	20,286	(417,856)	96,659
Total equity/(deficit)	(5,714)	(151,012)	31,355	740,824	(621,166)	(5,713)

The following table presents the unaudited condensed consolidated statements of operations and comprehensive loss and cash flows relating to the Parent, the VIEs and the non-variable interest entities for the six months ended June 30, 2023 and 2024.

Unaudited condensed statements of operations and comprehensive loss data


	Six Months Ended June 30, 2024
			Non-VIE
		VIE		Other	Intercompany	Group
	Parent	Consolidated	WFOE	subsidiaries	Elimination	Consolidated
Net revenues	—	15,360	18,277	—	(1,332)	32,305
Cost of revenues	—	(2,042)	(7,909)	—	—	(9,951)
Operating expenses	(18,456)	(30,394)	(20,845)	(1,445)	1,332	(69,808)
Loss from operations	(18,456)	(17,076)	(10,477)	(1,445)	—	(47,454)
Equity in loss of subsidiaries, VIEs and subsidiaries of VIEs	(24,559)	—	—	—	24,559	—
Other income, net	2,340	1,826	2,613	—	—	6,779
Net loss	(40,675)	(15,250)	(7,864)	(1,445)	24,559	(40,675)


	Six Months Ended June 30, 2023
			Non-VIE
		VIE		Other	Intercompany	Group
	Parent	Consolidated	WFOE	subsidiaries	Elimination	Consolidated
Net revenues	—	34,220	60,399	—	(2,467)	92,152
Cost of revenues	—	(9,448)	(24,278)	—	—	(33,726)
Operating expenses	(7,996)	(31,700)	(76,317)	(36)	2,467	(113,582)
Loss from operations	(7,996)	(6,928)	(40,196)	(36)	—	(55,156)
Equity in loss of subsidiaries, VIEs and subsidiaries of VIEs	(34,675)	—	—	—	34,675	—
Other income, net	11,973	11,501	984	—	—	24,458
Net (loss)/income	(30,698)	4,573	(39,212)	(36)	34,675	(30,698)

Unaudited consolidated cash flow information


	Six Months Ended June 30, 2024
			Non-VIE
		VIE		Other	Intercompany	Group
	Parent	Consolidated	WFOE	subsidiaries	Elimination	Consolidated
Net cash(used in)/generated from operating activities	(2,926)	(6,868)	(1,295)	1	—	(11,088)
Net cash used in investing activities	—	—	(7)	—	—	(7)
Net cash generated from financing activities	—	6,413	800	—	—	7,213
Effect of exchange rate changes	37	—	(2,800)	—	—	(2,763)
Net (decrease)/increase in cash, cash equivalents and restricted cash	(2,889)	(455)	(3,302)	1	—	(6,645)


	Six Months Ended June 30, 2023
			Non-VIE
		VIE		Other	Intercompany	Group
	Parent	Consolidated	WFOE	subsidiaries	Elimination	Consolidated
Net cash generated from/(used in) operating activities	13,041	(6,083)	(59,340)	(26)	—	(52,408)
Net cash used in investing activities	(58,274)	—	—	(56,565)	114,839	—
Net cash generated from financing activities	—	4,235	57,474	56,565	(114,839)	3,435
Effect of exchange rate changes	1,790	—	(999)	—	—	791
Net decrease in cash, cash equivalents and restricted cash	(43,443)	(1,848)	(2,865)	(26)	—	(48,182)

Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our unaudited consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Cautionary Statement Regarding Forward-Looking Statements

We have made statements in this report that constitute forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “could” and similar expressions. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

These forward-looking statements include statements about:

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. Many factors could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Consequently, you should not place undue reliance on these forward-looking statements.

The forward-looking statements speak only as of the date on which they are made; and, except as required by law we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.

In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

●

the continued growth of the automotive industry in mainland China;

●

our and the VIEs’ ability to manage the expansion of our and the VIEs’ business and implement business strategies;

●

our and the VIEs’ ability to maintain and develop favorable relationships with industry customers;

●

our and the VIEs’ ability to attract and retain automobile consumers;

●

our and the VIEs’ ability to compete effectively; and

●

relevant government policies and regulations relating to our industry.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update this forward-looking information. Nonetheless, we reserve the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this interim report. No such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide any other updates.

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2024
Document And Entity Information
Document Type	6-K
Document Period End Date	Jun. 30, 2024
Entity Registrant Name	TuanChe Ltd
Entity Central Index Key	0001743340
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2023 USD ($)
Current assets:
Cash and cash equivalents	¥ 5,000	$ 689	¥ 9,564	$ 1,316
Restricted cash	4,339	597	6,429
Accounts and notes receivable, net	16,312	2,245	28,891
Prepayment and other current assets, net	8,097	1,114	15,986
Prepayment to related parties	314	43	1,125
Total current assets	34,071	4,688	61,995
Non-current assets:
Operating lease right-of-use assets	4,801	661	5,706
Long-term investments	5,991	824	5,564
Goodwill	45,561	6,269	45,561
Other non-current assets	522	72	522
Total non-current assets	56,875	7,826	57,353
Total assets	90,946	12,514	119,348
Current liabilities:
Accounts payable	10,727	1,476	10,406
Advance from customers	4,821	663	4,166
Salary and welfare benefits payable	11,396	1,568	17,030
Short-term borrowings	13,000	1,789	15,687
Other taxes payable	8,481	1,167	12,203
Current portion of deferred revenue	1,213	167	1,216
Short-term operating lease liabilities	4,011	552	4,090
Payables due to related parties	6,010	827	1,500
Other current liabilities	¥ 17,364	$ 2,389	¥ 20,466
Other Liability, Current, Related Party, Type [Extensible Enumeration]	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember	us-gaap:RelatedPartyMember
Total current liabilities	¥ 77,023	$ 10,598	¥ 86,764
Long-term borrowings	12,900	1,775	3,000
Non-current portion of deferred revenue	11	2	49
Long-term operating lease liabilities	5,093	701	6,099
Warrant liability	1,632	225	3,952
Total non-current liabilities	19,636	2,703	13,100
Total liabilities	96,659	13,301	99,864
Commitments and contingencies
Shareholders' equity:
Treasury stock (14,907,047 and 13,715,549 treasury stock as of December 31, 2023 and June 30, 2024, respectively)	(39,578)	(5,446)	(45,886)
Additional paid-in capital	1,315,692	181,045	1,306,496
Accumulated deficit	(1,273,781)	(175,278)	(1,233,106)
Accumulated other comprehensive loss	(8,318)	(1,145)	(8,291)
Total TuanChe Limited shareholders' equity	(5,713)	(787)	19,484
Total shareholders' equity	(5,713)	(787)	19,484
TOTAL LIABILITIES AND EQUITY	90,946	12,514	119,348
Class A ordinary shares
Shareholders' equity:
Ordinary shares	237	32	236
Class B ordinary shares
Shareholders' equity:
Ordinary shares	¥ 35	$ 5	¥ 35

CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Treasury stock, common, shares	13,715,549	14,907,047
Class A ordinary shares
Common stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	524,647,963	357,075,403
Common stock, shares outstanding	366,200,519	348,016,199
Class B ordinary shares
Common stock, par value per share (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	55,260,580	55,260,580
Common stock, shares outstanding	55,260,580	55,260,580

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS ¥ in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2024 CNY (¥) ¥ / shares shares	Jun. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2023 CNY (¥) ¥ / shares shares
Net revenues
Total net revenues	¥ 32,305	$ 4,446	¥ 92,152
Cost of revenues	(9,951)	(1,369)	(33,726)
Gross profit	22,354	3,077	58,426
Operating expenses:
Selling and marketing expenses	(36,529)	(5,027)	(80,742)
General and administrative expenses	(24,279)	(3,341)	(23,654)
Research and development expenses	(8,700)	(1,197)	(7,671)
Impairment of long-lived assets	(300)	(41)	(1,515)
Total operating expenses	(69,808)	(9,606)	(113,582)
Loss from operations	(47,454)	(6,529)	(55,156)
Other income/(expenses):
Interest income/(expenses), net	(442)	(61)	69
Foreign exchange loss	0	0	(259)
Gain from equity method investments	427	59	95
Change in fair value of warrant liability	2,338	322	11,551
Other income, net	4,456	613	13,002
Loss before income taxes	(40,675)	(5,596)	(30,698)
Income tax benefit	0	0	0
Net loss	(40,675)	(5,596)	(30,698)
Net loss attributable to TuanChe Limited's ordinary shareholders	(40,675)	(5,596)	(30,698)
Net loss	(40,675)	(5,596)	(30,698)
Other comprehensive loss:
Foreign currency translation adjustments	(27)	(4)	(34)
Total other comprehensive loss	(27)	(4)	(34)
Total comprehensive loss	(40,702)	(5,600)	(30,732)
Comprehensive loss attributable to:
TuanChe Limited's shareholders	¥ (40,702)	$ (5,600)	¥ (30,732)
Net loss attributable to the TuanChe Limited's ordinary shareholders per share
Basic (in dollars per share) \| (per share)	¥ (0.10)	$ (0.01)	¥ (0.08)
Diluted (in dollars per share) \| (per share)	¥ (0.10)	$ (0.01)	¥ (0.08)
Weighted average number of ordinary shares
Basic (in shares)	421,273,519	421,273,519	399,544,700
Diluted (in shares)	421,273,519	421,273,519	399,544,700
Auto shows
Net revenues
Total net revenues	¥ 19,948	$ 2,745	¥ 69,286
Special promotion events
Net revenues
Total net revenues	224	31	589
Referral service for commercial bank
Net revenues
Total net revenues	0	0	2,572
Online marketing
Net revenues
Total net revenues	2,569	354	8,753
Others
Net revenues
Total net revenues	¥ 9,564	$ 1,316	¥ 10,952

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ¥ in Thousands, $ in Thousands	Ordinary shares Class A ordinary shares CNY (¥) shares	Ordinary shares Class B ordinary shares CNY (¥) shares	Treasury stock CNY (¥) shares	Additional paid-in capital CNY (¥)	Accumulated deficit CNY (¥)	Accumulated other comprehensive gain/(loss) CNY (¥)	TuanChe limited shareholders' equity CNY (¥)	Class A ordinary shares shares	Class B ordinary shares shares	CNY (¥)	USD ($)
Balance at Dec. 31, 2022	¥ 235	¥ 35	¥ (45,886)	¥ 1,296,951	¥ (1,150,135)	¥ (8,416)	¥ 92,784			¥ 92,784
Balance (in shares) at Dec. 31, 2022 \| shares	342,329,496	55,260,580	(14,907,047)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issuance for vested restricted shares (in Shares) \| shares	3,712,500
Share-based compensation				4,007			4,007			4,007
Net loss					(30,698)		(30,698)			(30,698)
Foreign currency translation adjustment						(34)	(34)			(34)
Balance at Jun. 30, 2023	¥ 235	¥ 35	¥ (45,886)	1,300,958	(1,180,833)	(8,450)	66,059			66,059
Balance (in shares) at Jun. 30, 2023 \| shares	346,041,996	55,260,580	(14,907,047)
Balance at Dec. 31, 2023	¥ 236	¥ 35	¥ (45,886)	1,306,496	(1,233,106)	(8,291)	19,484			19,484
Balance (in shares) at Dec. 31, 2023 \| shares	362,923,246	55,260,580	(14,907,047)					348,016,199	55,260,580
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issuance for vested restricted shares	¥ 1			(1)
Shares issuance for vested restricted shares (in Shares) \| shares	2,184,240
Share-based compensation			¥ 6,308	9,197			15,505			15,505
Share-based compensation (in shares) \| shares			1,191,498
Net loss					(40,675)		(40,675)			(40,675)	$ (5,596)
Foreign currency translation adjustment						(27)	(27)			(27)	(4)
Balance at Jun. 30, 2024	¥ 237	¥ 35	¥ (39,578)	¥ 1,315,692	¥ (1,273,781)	¥ (8,318)	¥ (5,713)			¥ (5,713)	$ (787)
Balance (in shares) at Jun. 30, 2024 \| shares	365,107,486	55,260,580	(13,715,549)					366,200,519	55,260,580

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands	6 Months Ended			12 Months Ended
	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 CNY (¥)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)
Adjustment to reconcile net loss to net cash used in operating activities:
Net cash used in operating activities	¥ (11,088)	$ (1,527)	¥ (52,408)	¥ (74,900)	¥ (109,700)
Cash flows from investing activity:
Purchase of property, equipment and software, and other non-current assets	(7)	(1)
Net cash used in investing activity	(7)	(1)
Cash flows from financing activities:
Cash received from borrowings	18,000	2,477	7,120
Repayments of short-term borrowings	(10,787)	(1,484)	(3,685)
Net cash generated from financing activities	7,213	993	3,435
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(2,763)	(380)	791
Net decrease in cash, cash equivalents and restricted cash	(6,645)	(915)	(48,182)
Cash, cash equivalents and restricted cash at beginning of the period	15,993	2,201	76,843	76,843
Including :
Cash and cash equivalents at the beginning of the period	9,564	1,316	69,895	69,895
Restricted cash at the beginning of the period	6,429	885	6,948	6,948
Cash, cash equivalents and restricted cash at end of the period	9,348	1,286	28,661	15,993	76,843
Including :
Cash and cash equivalents at the end of the period	5,000	689	21,941	9,564	69,895
Restricted cash at the end of the period	4,339	597	6,720	¥ 6,429	¥ 6,948
Supplemental disclosures of cash flow information:
Cash paid for interest expense	(465)	(64)	(84)
Supplemental schedule of non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	¥ 191	$ 26	¥ 2,813

Organization and Reorganization

6 Months Ended

Jun. 30, 2024

Organization and Reorganization

Organization and Reorganization

1.Organization and Reorganization

Contractual arrangements with VIEs

Risks in relation to the VIE structure

1.Organization and Reorganization (Continued)

Risks in relation to the VIE structure (Continued)

●

revoke the Group’s business and operating licenses

●

require the Group to discontinue or restrict its operations;

●

restrict the Group’s right to collect revenues;

●

block the Group’s websites;

●

require the Group to restructure the operations, re-apply for the necessary licenses or relocate the Group’s businesses, staff and assets;

●

impose additional conditions or requirements with which the Group may not be able to comply; or

●

take other regulatory or enforcement actions against the Group that could be harmful to the Group’s business.

1.Organization and Reorganization (Continued)

Risks in relation to the VIE structure (Continued)


	As of December 31,	As of June 30,
	2023	2024
	RMB	RMB
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	3,987	3,532
Amount due from the subsidiaries of the Group	123,349	125,964
Other current assets	30,622	11,233
Total current assets	157,958	140,729
Non-current assets:
Long-term investments	5,564	5,991
Operating lease right-of-use assets	267	53
Total non-current assets	5,831	6,044
TOTAL ASSETS	163,789	146,773
Current liabilities:
Short term borrowings	14,487	11,000
Accounts payable	838	3,387
Advance from customers	3,921	3,582
Salary and welfare benefits payable	15,017	8,362
Other taxes payable	3,851	721
Short-term operating lease liabilities	659	375
Current portion of deferred revenue	1,216	1,213
Other current liabilities	4,654	7,421
Account due to subsidiaries of the Group	250,341	248,791
Total current liabilities	294,984	284,852
Long-term borrowings	3,000	12,900
Long-term operating lease liabilities	—	22
Non-current portion of deferred revenue	49	11
Total non-current liabilities	3,049	12,933
TOTAL LIABILITIES	298,033	297,785


	For the six months ended June 30,
	2023	2024
	RMB	RMB
Net revenues	34,220	15,360
Net income/ (loss)	4,573	(15,250)


	For the six months ended June 30,
	2023	2024
	RMB	RMB
Net cash used in operating activities	(6,083)	(6,868)
Net cash generated from investing activities	—	—
Net cash generated from financing activities	4,235	6,413
Net decrease in cash, cash equivalent and restricted cash	(1,848)	(455)

1.Organization and Reorganization (Continued)

Risks in relation to the VIE structure (Continued)

There is no VIE in the Group where the Company or any subsidiary has a variable interest but is not the primary beneficiary.

Going Concern

6 Months Ended

Jun. 30, 2024

Going Concern

Going Concern

2.Going Concern

Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Significant Accounting Policies

Significant Accounting Policies

3.Significant Accounting Policies

a)Basis of presentation

b)Principles of consolidation

The condensed consolidated financial statements include the financial statements of the Company, its subsidiaries, VIEs and subsidiaries of VIEs for which the Company is the primary beneficiary.

All transactions and balances among the Company, its subsidiaries, VIEs and subsidiaries of VIEs have been eliminated upon consolidation.

c)Use of estimates

d)Convenience Translation

3.Significant Accounting Policies (Continued)

e)Fair value measurements

●

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

●

Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The fair value of warrant liability was determined using the Black Scholes Model, with level 3 inputs (Note 15).

f)Accounts and notes receivables, net

3.Significant Accounting Policies (Continued)

g)Goodwill

h)Impairment of long-lived assets

3.Significant Accounting Policies (Continued)

i)Revenue recognition

The Group determines revenue recognition through the following steps:

●

identification of the contract, or contracts, with a customer;

●

identification of the performance obligations in the contract;

●

determination of the transaction price;

●

allocation of the transaction price to the performance obligations in the contract; and

●

recognition of revenue when, or as, the Group satisfies a performance obligation

Revenue is recognized upon transfer of control of promised goods or services to a customer.

Revenue is recorded net of Value Added Tax (“VAT”) and related surcharges collected from customers, which are subsequently remitted to government authorities.

Offline marketing services revenue

Auto shows revenue

Special promotion events revenue

3.Significant Accounting Policies (Continued)

i)Revenue recognition (Continued)

Referral service for commercial bank revenue

Online marketing services revenue

Other revenue

3.Significant Accounting Policies (Continued)

i)Revenue recognition (Continued)

Contract balances

j)Taxation

Income taxes

Uncertain tax positions

3.Significant Accounting Policies (Continued)

k)Warrant liability

l)Concentrations and Risks

Advertising and promotional service provider

Credit risk

Major customers

There were two and one customers whose receivable balances exceeded 10% of the total accounts receivable balances of the Group as December 31, 2023 and June 30, 2024, respectively.

Goodwill

6 Months Ended

Jun. 30, 2024

Goodwill.

Goodwill

4.Goodwill

The following table presents the Group’s goodwill as of the respective balance sheet dates:


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Goodwill	115,414	115,414
Less: impairment	(69,853)	(69,853)
Goodwill, net	45,561	45,561

Accounts and notes receivables, net

6 Months Ended

Jun. 30, 2024

Accounts and notes receivables, net

Accounts and notes receivables, net

5.Accounts and notes receivables, net

Accounts and notes receivables consist of the following:


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Notes receivable	242	1,109
Accounts receivable	60,668	45,619
Less: allowance for doubtful accounts	(32,019)	(30,416)
Accounts receivable, net	28,891	16,312

Prepayment and other current assets, net

6 Months Ended

Jun. 30, 2024

Prepayment and other current assets, net

Prepayment and other current assets, net

6.Prepayment and other current assets, net

The following is a summary of prepayments and other current assets:


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Deductible VAT	382	355
Deposits	6,592	4,504
Receivables due from third-party online payment platforms	640	844
Staff advances	1,111	195
Receivable from borrowers for the guarantee payment to commercial bank	18,218	18,212
Others	12,318	2,199
Less: provisions for prepayment and other current assets	(23,275)	(18,212)
Total prepayment and other current assets, net	15,986	8,097

Taxation

6 Months Ended

Jun. 30, 2024

Taxation

Taxation

7.Taxation

a)Income taxes

Cayman Islands

Hong Kong

China


	For the six months ended
	June 30,
	2023	2024
	%	%
Statutory income tax rate of the PRC	25.0	25.0
Permanent differences	(1.1)	(4.5)
Change in valuation allowance	(24.5)	(12.5)
Effect of preferential tax rate	(3.5)	(2.6)
Others	4.1	(5.4)
Effective income tax rate	—	—

Short-term borrowings

6 Months Ended

Jun. 30, 2024

Short-term borrowings

Short-term borrowings

8.Short-term borrowings


Term loan	Maturity date	Principal amount	Interest rate per annum		Name of bank
Loan 1	2024-09-08	2,000	4.40	%	Jiangsu Bank
Loan 2	2024-10-30	3,000	4.00	%	China Minsheng Bank
Loan 3	2024-07-07	1,000	3.70	%	Bank of China
Loan 4	2025-06-14	2,000	4.15	%	Beijing Bank
Loan 5	2025-06-14	5,000	3.45	%	Industrial and Commercial Bank of China
Total		13,000

As of June 30, 2024, the loan 5 is guaranteed by a third party.

Other current liabilities

6 Months Ended

Jun. 30, 2024

Other current liabilities

Other current liabilities

9.Other current liabilities

The following is a summary of other current liabilities as of December 31, 2023 and June 30, 2024:


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Professional service fee	6,319	1,235
Advertising expense payables	2,703	5,369
Promotional expense payables	5,862	4,639
Others	5,582	6,121
Total	20,466	17,364

Long-term borrowings

6 Months Ended

Jun. 30, 2024

Long-term borrowings

Long-term borrowings

10.Long-term borrowings

For the six months ended June 30, 2024, the Group had repaid long-term borrowings of RMB100. The interest was payable on a monthly basis and the principal was due upon maturity, as follows:


Term loan	Maturity date	Principal amount	Interest rate per annum		Name of bank
Loan 1	2025-09-28	2,900	3.45	%	Bank of China Limited Beijing Xuanwu Branch
Loan 2	2027-04-02	10,000	3.95	%	China Construction Bank Corporation Beijing Chaoyang Branch
Total		12,900

As of June 30, 2024, the loan 1 is guaranteed by a third party.

Share-based Compensation

6 Months Ended

Jun. 30, 2024

Share-based Compensation.

Share-based Compensation

11.Share-based Compensation

Description of stock option plan and Share option replacement

11.Share-based Compensation (Continued)

Description of stock option plan and Share option replacement (Continued)

A summary of the restricted shares activities is presented below:


	Number of restricted	Weighted-Average
	shares	Grant-Date Fair Value
		US$
Outstanding as of December 31, 2023	3,880,000	0.155
Granted	3,000,000	0.293
Forfeit	—	—
Vested	(1,625,000)	0.076
Outstanding as of June 30, 2024 (unaudited)	5,255,000	0.259

Equity

6 Months Ended

Jun. 30, 2024

Equity

Equity

12.Equity

Ordinary shares and Pre-funded Warrant

Warrant

Net Loss Per Share

6 Months Ended

Jun. 30, 2024

Net Loss Per Share

Net Loss Per Share

13.Net Loss Per Share

The following table sets unaudited forth the computation of basic and diluted net loss per share for the six months ended June 30, 2023 and 2024:


	For the six months ended June 30,
	2023	2024
Numerator :
Net loss attributable to TuanChe Limited’s shareholders	(30,698)	(40,675)
Denominator:
Weighted average number of ordinary shares outstanding, basic and diluted	399,544,700	421,273,519
Basic and diluted net loss per share attributable to TuanChe Limited’s shareholders	(0.08)	(0.10)

Commitments and contingencies

6 Months Ended

Jun. 30, 2024

Commitments and contingencies.

Commitments and contingencies

14.Commitments and contingencies

Litigation

Fair Value Measurement

6 Months Ended

Jun. 30, 2024

Fair Value Measurement

Fair Value Measurement

15.Fair Value Measurement


	For the year ended	For the six months ended
	December 31, 2023	June 30, 2024
	RMB	RMB	US$
Warrant liability:
Level 1 Inputs	—	—	—
Level 2 Inputs	—	—	—
Level 3 Inputs	3,952	1,632	225
Balance at fair value	3,952	1,632	225


	As of December 31, 2023		As of June 30, 2024
Expiration of warrant (years)	3.9		3.4
Fair market value per share (US$)*	3.00		1.79
Exercise price (US$)*	41.25		41.25
Risk-free rate	3.92	%	4.48	%
Dividend yield	—		—
Standard derivation in the value of stock	132.8	%	132.0	%

15.Fair Value Measurement (Continued)


		For the six months ended June 30, 2024
		RMB
Fair value of warrants at beginning of the period (Level 3)		3,952
Issuances		—
Change in fair value		(2,338)
Effect of exchange rate changes		18
Fair value of warrants at end of the period (Level 3)		1,632

Related party transactions and balance

6 Months Ended

Jun. 30, 2024

Related party transactions and balance

16.Related party transactions and balance

Subsequent event

6 Months Ended

Jun. 30, 2024

Subsequent event

Subsequent event

17.Subsequent event

Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Significant Accounting Policies

Basis of presentation

a)Basis of presentation

Principles of consolidation

b)Principles of consolidation

The condensed consolidated financial statements include the financial statements of the Company, its subsidiaries, VIEs and subsidiaries of VIEs for which the Company is the primary beneficiary.

All transactions and balances among the Company, its subsidiaries, VIEs and subsidiaries of VIEs have been eliminated upon consolidation.

Use of estimates

c)Use of estimates

Convenience Translation

d)Convenience Translation

Fair value measurements

e)Fair value measurements

●

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

●

Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The fair value of warrant liability was determined using the Black Scholes Model, with level 3 inputs (Note 15).

Accounts and notes receivables, net

f)Accounts and notes receivables, net

Goodwill

g)Goodwill

Impairment of long-lived assets

h)Impairment of long-lived assets

Revenue recognition

i)Revenue recognition

The Group determines revenue recognition through the following steps:

●

identification of the contract, or contracts, with a customer;

●

identification of the performance obligations in the contract;

●

determination of the transaction price;

●

allocation of the transaction price to the performance obligations in the contract; and

●

recognition of revenue when, or as, the Group satisfies a performance obligation

Revenue is recognized upon transfer of control of promised goods or services to a customer.

Revenue is recorded net of Value Added Tax (“VAT”) and related surcharges collected from customers, which are subsequently remitted to government authorities.

Offline marketing services revenue

Auto shows revenue

Special promotion events revenue

Referral service for commercial bank revenue

Online marketing services revenue

Other revenue

Contract balances

Taxation

j)Taxation

Income taxes

Uncertain tax positions

Warrant liability

k)Warrant liability

Concentrations and Risks

l)Concentrations and Risks

Advertising and promotional service provider

Credit risk

Major customers

There were two and one customers whose receivable balances exceeded 10% of the total accounts receivable balances of the Group as December 31, 2023 and June 30, 2024, respectively.

Organization and Reorganization (Tables)

6 Months Ended

Jun. 30, 2024

Organization and Reorganization

Schedule of condensed consolidated financial statements


	As of December 31,	As of June 30,
	2023	2024
	RMB	RMB
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	3,987	3,532
Amount due from the subsidiaries of the Group	123,349	125,964
Other current assets	30,622	11,233
Total current assets	157,958	140,729
Non-current assets:
Long-term investments	5,564	5,991
Operating lease right-of-use assets	267	53
Total non-current assets	5,831	6,044
TOTAL ASSETS	163,789	146,773
Current liabilities:
Short term borrowings	14,487	11,000
Accounts payable	838	3,387
Advance from customers	3,921	3,582
Salary and welfare benefits payable	15,017	8,362
Other taxes payable	3,851	721
Short-term operating lease liabilities	659	375
Current portion of deferred revenue	1,216	1,213
Other current liabilities	4,654	7,421
Account due to subsidiaries of the Group	250,341	248,791
Total current liabilities	294,984	284,852
Long-term borrowings	3,000	12,900
Long-term operating lease liabilities	—	22
Non-current portion of deferred revenue	49	11
Total non-current liabilities	3,049	12,933
TOTAL LIABILITIES	298,033	297,785


	For the six months ended June 30,
	2023	2024
	RMB	RMB
Net revenues	34,220	15,360
Net income/ (loss)	4,573	(15,250)


	For the six months ended June 30,
	2023	2024
	RMB	RMB
Net cash used in operating activities	(6,083)	(6,868)
Net cash generated from investing activities	—	—
Net cash generated from financing activities	4,235	6,413
Net decrease in cash, cash equivalent and restricted cash	(1,848)	(455)

Goodwill (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill.

Schedule of goodwill


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Goodwill	115,414	115,414
Less: impairment	(69,853)	(69,853)
Goodwill, net	45,561	45,561

Accounts and notes receivables, net (Tables)

6 Months Ended

Jun. 30, 2024

Accounts and notes receivables, net

Schedule of accounts and notes receivables


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Notes receivable	242	1,109
Accounts receivable	60,668	45,619
Less: allowance for doubtful accounts	(32,019)	(30,416)
Accounts receivable, net	28,891	16,312

Prepayment and other current assets, net (Tables)

6 Months Ended

Jun. 30, 2024

Prepayment and other current assets, net

Schedule of prepayments and other current assets


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Deductible VAT	382	355
Deposits	6,592	4,504
Receivables due from third-party online payment platforms	640	844
Staff advances	1,111	195
Receivable from borrowers for the guarantee payment to commercial bank	18,218	18,212
Others	12,318	2,199
Less: provisions for prepayment and other current assets	(23,275)	(18,212)
Total prepayment and other current assets, net	15,986	8,097

Taxation (Tables)

6 Months Ended

Jun. 30, 2024

Taxation

Schedule of reconciliation of the differences between the statutory income tax rate


	For the six months ended
	June 30,
	2023	2024
	%	%
Statutory income tax rate of the PRC	25.0	25.0
Permanent differences	(1.1)	(4.5)
Change in valuation allowance	(24.5)	(12.5)
Effect of preferential tax rate	(3.5)	(2.6)
Others	4.1	(5.4)
Effective income tax rate	—	—

Short-term borrowings (Tables)

6 Months Ended

Jun. 30, 2024

Short-term borrowings

Schedule of short-term borrowings interest payable on monthly or quarterly basis and principal due upon maturity or installments


Term loan	Maturity date	Principal amount	Interest rate per annum		Name of bank
Loan 1	2024-09-08	2,000	4.40	%	Jiangsu Bank
Loan 2	2024-10-30	3,000	4.00	%	China Minsheng Bank
Loan 3	2024-07-07	1,000	3.70	%	Bank of China
Loan 4	2025-06-14	2,000	4.15	%	Beijing Bank
Loan 5	2025-06-14	5,000	3.45	%	Industrial and Commercial Bank of China
Total		13,000

Other current liabilities (Tables)

6 Months Ended

Jun. 30, 2024

Other current liabilities

Schedule of summary of other current liabilities


	December 31, 2023	June 30, 2024
	RMB	RMB
		(Unaudited)
Professional service fee	6,319	1,235
Advertising expense payables	2,703	5,369
Promotional expense payables	5,862	4,639
Others	5,582	6,121
Total	20,466	17,364

Long-term borrowings (Tables)

6 Months Ended

Jun. 30, 2024

Long-term borrowings

Schedule of long term borrowings


Term loan	Maturity date	Principal amount	Interest rate per annum		Name of bank
Loan 1	2025-09-28	2,900	3.45	%	Bank of China Limited Beijing Xuanwu Branch
Loan 2	2027-04-02	10,000	3.95	%	China Construction Bank Corporation Beijing Chaoyang Branch
Total		12,900

Share-based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

Share-based Compensation.

Schedule of restricted shares


	Number of restricted	Weighted-Average
	shares	Grant-Date Fair Value
		US$
Outstanding as of December 31, 2023	3,880,000	0.155
Granted	3,000,000	0.293
Forfeit	—	—
Vested	(1,625,000)	0.076
Outstanding as of June 30, 2024 (unaudited)	5,255,000	0.259

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2024

Net Loss Per Share

Schedule of computation of basic and diluted net loss per share


	For the six months ended June 30,
	2023	2024
Numerator :
Net loss attributable to TuanChe Limited’s shareholders	(30,698)	(40,675)
Denominator:
Weighted average number of ordinary shares outstanding, basic and diluted	399,544,700	421,273,519
Basic and diluted net loss per share attributable to TuanChe Limited’s shareholders	(0.08)	(0.10)

Fair Value Measurement (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Measurement

Schedule of fair value of warrant liability


	For the year ended	For the six months ended
	December 31, 2023	June 30, 2024
	RMB	RMB	US$
Warrant liability:
Level 1 Inputs	—	—	—
Level 2 Inputs	—	—	—
Level 3 Inputs	3,952	1,632	225
Balance at fair value	3,952	1,632	225

Schedule of inputs related to the Black Scholes model for the valuation of the fair value of warrants


	As of December 31, 2023		As of June 30, 2024
Expiration of warrant (years)	3.9		3.4
Fair market value per share (US$)*	3.00		1.79
Exercise price (US$)*	41.25		41.25
Risk-free rate	3.92	%	4.48	%
Dividend yield	—		—
Standard derivation in the value of stock	132.8	%	132.0	%

Schedule of fair value of warrants


		For the six months ended June 30, 2024
		RMB
Fair value of warrants at beginning of the period (Level 3)		3,952
Issuances		—
Change in fair value		(2,338)
Effect of exchange rate changes		18
Fair value of warrants at end of the period (Level 3)		1,632

Organization and Reorganization - Balance sheet of the Group's VIEs (Details) ¥ in Thousands, $ in Thousands	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2023 USD ($)	Jun. 30, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)
Current assets:
Cash and cash equivalents	¥ 5,000	$ 689	¥ 9,564	$ 1,316	¥ 21,941	¥ 69,895
Other current assets	2,199		12,318
Total current assets	34,071	4,688	61,995
Non-current assets:
Long-term investments	5,991	824	5,564
Operating lease right-of-use assets	4,801	661	5,706
Total non-current assets	56,875	7,826	57,353
TOTAL ASSETS	90,946	12,514	119,348
Current liabilities:
Principal amount	13,000	1,789	15,687
Accounts payable	10,727	1,476	10,406
Advance from customers	4,821	663	4,166
Salary and welfare benefits payable	11,396	1,568	17,030
Other taxes payable	8,481	1,167	12,203
Short-term operating lease liabilities	4,011	552	4,090
Current portion of deferred revenue	1,213	167	1,216
Other current liabilities	17,364	2,389	20,466
Total current liabilities	77,023	10,598	86,764
Long-term borrowings	12,900	1,775	3,000
Long-term operating lease liabilities	5,093	701	6,099
Non-current portion of deferred revenue	11	2	49
Total non-current liabilities	19,636	2,703	13,100
TOTAL LIABILITIES	96,659	$ 13,301	99,864
Consolidated VIEs primary beneficiary
Current assets:
Cash and cash equivalents	3,532		3,987
Amount due from the subsidiaries of the Group	125,964		123,349
Other current assets	11,233		30,622
Total current assets	140,729		157,958
Non-current assets:
Long-term investments	5,991		5,564
Operating lease right-of-use assets	53		267
Total non-current assets	6,044		5,831
TOTAL ASSETS	146,773		163,789
Current liabilities:
Principal amount	11,000		14,487
Accounts payable	3,387		838
Advance from customers	3,582		3,921
Salary and welfare benefits payable	8,362		15,017
Other taxes payable	721		3,851
Short-term operating lease liabilities	375		659
Current portion of deferred revenue	1,213		1,216
Other current liabilities	7,421		4,654
Account due to subsidiaries of the Group	248,791		250,341
Total current liabilities	284,852		294,984
Long-term borrowings	12,900		3,000
Long-term operating lease liabilities	22
Non-current portion of deferred revenue	11		49
Total non-current liabilities	12,933		3,049
TOTAL LIABILITIES	¥ 297,785		¥ 298,033

Organization and Reorganization - Comprehensive loss of the Group's VIEs (Details) - Consolidated VIEs primary beneficiary - CNY (¥) ¥ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Organization and Reorganization
Net revenues	¥ 15,360	¥ 34,220
Net income/ (loss)	¥ (15,250)	¥ 4,573

Organization and Reorganization - Cash flow of the Group's VIEs (Details) ¥ in Thousands, $ in Thousands	6 Months Ended			12 Months Ended
	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 CNY (¥)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)
Organization and Reorganization
Net cash used in operating activities	¥ (11,088)	$ (1,527)	¥ (52,408)	¥ (74,900)	¥ (109,700)
Net cash generated from investing activities	(7)	(1)
Net cash generated from financing activities	7,213	993	3,435
Net decrease in cash, cash equivalent and restricted cash	(6,645)	$ (915)	(48,182)
Consolidated VIEs primary beneficiary
Organization and Reorganization
Net cash used in operating activities	(6,868)		(6,083)
Net cash generated from financing activities	6,413		4,235
Net decrease in cash, cash equivalent and restricted cash	¥ (455)		¥ (1,848)

Organization and Reorganization - Additional information (Details) - CNY (¥) ¥ in Millions	Jun. 30, 2024	Dec. 31, 2023
Organization and Reorganization
Variable interest entity registered capital	¥ 40.1	¥ 40.1

Going Concern (Details) ¥ in Thousands, $ in Thousands	6 Months Ended			12 Months Ended
Going Concern (Details) ¥ in Thousands, $ in Thousands	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 CNY (¥)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Going Concern
Incurred recurring operating losses including net losses	¥ 41,000			¥ 83,000	¥ 166,500
Net cash used in operating activities	11,088	$ 1,527	¥ 52,408	74,900	109,700
Accumulated deficit	1,273,781			1,233,106		$ 175,278
Cash and cash equivalents	¥ 5,000		¥ 21,941	¥ 9,564	¥ 69,895	$ 689	$ 1,316

Significant Accounting Policies - Additional information (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 CNY (¥) $ / ¥	Jun. 30, 2024 USD ($) $ / ¥	Jun. 30, 2023 CNY (¥)
Significant Accounting Policies
Exchange rate (US$1.00) \| $ / ¥	7.2672	7.2672
Impairment loss \| ¥	¥ 0		¥ 0
Impairment charges	¥ 300,000	$ 41	¥ 1,515,000

Significant Accounting Policies - Concentrations and Risks (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2024 customer item	Jun. 30, 2023 item customer	Dec. 31, 2023 customer
Number of advertising and promotional service provider \| item	4	1
Number of customer	1		2
Revenue from contract with customer \| Customer One
Number of customer	1	0
Customer concentration risk \| Revenue from contract with customer \| Customer One
Concentration risk (as a percent)	11.50%	10.00%

Goodwill (Details) ¥ in Thousands, $ in Thousands	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 CNY (¥)
Goodwill.
Goodwill	¥ 115,414		¥ 115,414
Less: impairment	(69,853)		(69,853)
Goodwill, net	¥ 45,561	$ 6,269	¥ 45,561

Accounts and notes receivables, net - Accounts receivable, net (Details) ¥ in Thousands, $ in Thousands	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 CNY (¥)
Accounts and notes receivables, net
Notes receivable	¥ 1,109		¥ 242
Accounts receivable	45,619		60,668
Less: allowance for doubtful accounts	(30,416)		(32,019)
Accounts receivable, net	¥ 16,312	$ 2,245	¥ 28,891

Accounts and notes receivables, net - Additional information (Details) - CNY (¥) ¥ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Accounts and notes receivables, net
Allowance for doubtful accounts	¥ (1,603)	¥ 1,840
Write-off of bad debt allowance	¥ 0	¥ 770

Prepayment and other current assets, net (Details) ¥ in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2024 CNY (¥)	Jun. 30, 2023 CNY (¥)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 CNY (¥)
Prepayment and other current assets, net
Deductible VAT	¥ 355			¥ 382
Deposits	4,504			6,592
Receivables due from third-party online payment platforms	844			640
Staff advances	195			1,111
Receivable from borrowers for the guarantee payment to commercial bank	18,212			18,218
Others	2,199			12,318
Less: provisions for prepayment and other current assets	(18,212)			(23,275)
Total prepayment and other current assets, net	8,097		$ 1,114	¥ 15,986
Provisions for prepayment and other current assets	0	¥ 3,360
Reversed provision for prepayment and other current assets	¥ 6	¥ 0

Taxation - Additional information (Details) - HKD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Income Tax Expense
Effective income tax rate	0.00%	0.00%
China \| State Administration of Taxation, China [Member]
Income Tax Expense
Effective income tax rate	25.00%
Number of years reconfirmed as high and new technology enterprise	3 years
Effective income tax rate for high and new technology enterprise	15.00%
Hong Kong \| Inland Revenue, Hong Kong
Income Tax Expense
Assessable profits	$ 2.0
First HK$2 million of profits, tax rate	8.25%
Effective income tax rate	16.50%

Taxation - Reconciliation of differences between statutory income tax rate (Details)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Taxation
Statutory income tax rate of the PRC	25.00%	25.00%
Permanent differences	(4.50%)	(1.10%)
Change in valuation allowance	(12.50%)	(24.50%)
Effect of preferential tax rate	(2.60%)	(3.50%)
Others	(5.40%)	4.10%
Effective income tax rate	0.00%	0.00%

Short-term borrowings - Short-term borrowings interest payable on monthly or quarterly basis and principal due upon maturity or installments (Details) ¥ in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 CNY (¥)
Short-term borrowings
Principal amount	¥ 13,000	$ 1,789	¥ 15,687
Loan 1 \| Jiangsu Bank
Short-term borrowings
Maturity date	Sep. 08, 2024
Principal amount	¥ 2,000
Interest rate per annum	4.40%	4.40%
Name of bank	Jiangsu Bank
Loan 2 \| China Minsheng Bank
Short-term borrowings
Maturity date	Oct. 30, 2024
Principal amount	¥ 3,000
Interest rate per annum	4.00%	4.00%
Name of bank	China Minsheng Bank
Loan 3 \| Bank of China
Short-term borrowings
Maturity date	Jul. 07, 2024
Principal amount	¥ 1,000
Interest rate per annum	3.70%	3.70%
Name of bank	Bank of China
Loan 4 \| Beijing Bank
Short-term borrowings
Maturity date	Jun. 14, 2025
Principal amount	¥ 2,000
Interest rate per annum	4.15%	4.15%
Name of bank	Beijing Bank
Loan 5 \| Industrial and Commercial Bank of China
Short-term borrowings
Maturity date	Jun. 14, 2025
Principal amount	¥ 5,000
Interest rate per annum	3.45%	3.45%
Name of bank	Industrial and Commercial Bank of China

Short-term borrowings - Additional Information (Details) ¥ in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 CNY (¥)
Short-term borrowings
Short-term borrowings	¥ 13,000	$ 1,789	¥ 15,687
Short term debt
Short-term borrowings
Short-term borrowings	10,687
Proceeds from short-term debt	¥ 8,000

Other current liabilities (Details) ¥ in Thousands, $ in Thousands	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 CNY (¥)
Other current liabilities
Professional service fee	¥ 1,235		¥ 6,319
Advertising expense payables	5,369		2,703
Promotional expense payables	4,639		5,862
Others	6,121		5,582
Total	¥ 17,364	$ 2,389	¥ 20,466

Long-term borrowings (Details) ¥ in Thousands	6 Months Ended
Long-term borrowings (Details) ¥ in Thousands	Jun. 30, 2024 CNY (¥)
Long-term borrowings
Long-term borrowings repaid	¥ 100
Principal amount	¥ 12,900
Loan 1 \| Bank of China Limited Beijing Xuanwu Branch
Long-term borrowings
Maturity date	Sep. 28, 2025
Principal amount	¥ 2,900
Interest rate per annum	3.45%
Loan 2 \| China Construction Bank Corporation Beijing Chaoyang Branch
Long-term borrowings
Maturity date	Apr. 02, 2027
Principal amount	¥ 10,000
Interest rate per annum	3.95%

Share-based Compensation - Summary of the restricted shares activities (Details) - Restricted shares - TuanChe Limited Share Incentive Plan (the "Plan")	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Number of restricted shares
Outstanding Balance \| shares	3,880,000
Granted \| shares	3,000,000
Forfeit \| shares	0
Vested \| shares	(1,625,000)
Outstanding Balance \| shares	5,255,000
Weighted-Average Grant-Date Fair Value
Outstanding Balance \| $ / shares	$ 0.155
Granted \| $ / shares	0.293
Forfeit \| $ / shares	0
Vested \| $ / shares	0.076
Outstanding Balance \| $ / shares	$ 0.259

Share-based Compensation - Share option replacement (Details) $ in Millions			1 Months Ended		6 Months Ended
	May 04, 2023 shares	Nov. 23, 2022 USD ($) shares	Jun. 30, 2018 CNY (¥) shares	Jun. 15, 2018 shares	Jun. 30, 2024 CNY (¥) shares	Jun. 30, 2023 CNY (¥)
Share-based compensation
Number of shares issued		58,472,736
Share issued value \| $		$ 15.0
2023 Share Incentive Plan \| Employees
Share-based compensation
Issuance of ordinary shares	169,172,564
Restricted shares
Share-based compensation
Total share based compensation expense \| ¥					¥ 15,500,000	¥ 4,000,000.0
Unrecognized compensation expenses related to unvested awards granted \| ¥					¥ 1,300,000
Weighted average period					1 year 10 months 24 days
Restricted shares \| TuanChe Limited Share Incentive Plan (the "Plan")
Share-based compensation
Number of restricted shares shall replaced with options				15,473,653
Number of share options replaced with restricted shares				13,740,480
Restricted shares \| TuanChe Limited Share Incentive Plan (the "Plan") \| Employees
Share-based compensation
Number of restricted shares granted					3,000,000
Total fair value of restricted shares granted \| ¥					¥ 1,300,000
Restricted shares \| TuanChe Limited Share Incentive Plan (the "Plan") \| Employees \| Maximum
Share-based compensation
Vesting period					4 years
Restricted shares \| TuanChe Limited Share Incentive Plan (the "Plan") \| Best Cars Limited ("Best Cars")
Share-based compensation
Number of shares issued			38,723,321
Share issued value \| ¥			¥ 0

Equity (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands				6 Months Ended			12 Months Ended
	Nov. 25, 2022 shares	Nov. 23, 2022 CNY (¥) shares	Nov. 23, 2022 USD ($) $ / shares shares	Jun. 30, 2024 CNY (¥) shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 CNY (¥)	Dec. 31, 2023 CNY (¥)	Jan. 30, 2024 shares
Equity
Share issued (in shares)		58,472,736	58,472,736
Share issued value \| $			$ 15,000
Offering expenses \| $			$ 13,700
Warrant exercised				0	0
Fair value of warrant liability				¥ (2,338)	$ (322)	¥ (11,551)
ADS
Equity
Warrants exercise price \| $ / shares			$ 2.75
Warrant exercised			1
Number of ordinary shares		16	16
ADS \| Ordinary shares
Equity
Warrants exercise price \| $ / shares			$ 0.001
ADS \| Registered Direct Offering
Equity
Number of shares issued		3,654,546	3,654,546
Pre-Funded Warrants
Equity
Warrants to purchase common stock shares	800,000
Warrant exercised								1,000,000
Warrant term		5 years	5 years
Number of shares issued for conversion of convertible loan	12,800,000
Pre-Funded Warrants \| ADS \| Registered Direct Offering
Equity
Warrants to purchase common stock shares			1,800,000
Warrants
Equity
Fair value of warrant liability \| ¥		¥ 36,800		¥ 1,600			¥ 4,000
Warrants \| ADS \| Registered Direct Offering
Equity
Warrants to purchase common stock shares			5,454,546

Net Loss Per Share - Computation of basic and diluted net loss per share (Details) ¥ / shares in Units, ¥ in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2024 CNY (¥) ¥ / shares shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 CNY (¥) ¥ / shares shares
Numerator :
Net loss attributable to TuanChe Limited's shareholders	¥ (40,675)	$ (5,596)	¥ (30,698)
Denominator:
Weighted average number of ordinary shares outstanding, basic \| shares	421,273,519	421,273,519	399,544,700
Weighted average number of ordinary shares outstanding, diluted \| shares	421,273,519	421,273,519	399,544,700
Basic net loss per share attributable to TuanChe Limited's shareholders \| ¥ / shares	¥ (0.10)		¥ (0.08)
Diluted net loss per share attributable to TuanChe Limited's shareholders \| ¥ / shares	¥ (0.10)		¥ (0.08)

Fair Value Measurement - Fair value of warrant liability (Details) ¥ in Thousands, $ in Thousands	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 CNY (¥)
Warrant liability:
Balance at fair value	¥ 1,632	$ 225	¥ 3,952
Level 3
Warrant liability:
Balance at fair value	¥ 1,632	$ 225	¥ 3,952

Fair Value Measurement - Black Scholes Model For The Valuation Of Fair Value Of Warrants (Details)	Jan. 26, 2024	Jun. 30, 2024 $ / shares Y	Dec. 31, 2023 Y $ / shares
Fair Value Measurements
Conversion ratio	16
Class A ordinary shares
Fair Value Measurements
Conversion ratio	240
Expiration of warrant (years)
Fair Value Measurements
Fair value of warrants \| Y		3.4	3.9
Fair market value per share (US$)
Fair Value Measurements
Fair value of warrants		1.79	3.00
Exercise price (US$)
Fair Value Measurements
Fair value of warrants		41.25	41.25
Risk-free rate
Fair Value Measurements
Fair value of warrants		0.0448	0.0392
Standard derivation in the value of stock
Fair Value Measurements
Fair value of warrants		1.320	1.328

Fair Value Measurement - Summary Of Fair Value Of Warrants (Details) ¥ in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2024 CNY (¥)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 CNY (¥)
Fair Value Measurements
Fair value of warrants at beginning of the period	¥ 3,952
Change in fair value	2,338	$ 322	¥ 11,551
Fair value of warrants at end of the period	1,632	$ 225
Level 3
Fair Value Measurements
Fair value of warrants at beginning of the period	3,952
Change in fair value	(2,338)
Effect of exchange rate changes	18
Fair value of warrants at end of the period	¥ 1,632

Related party transactions and balance (Details) ¥ in Thousands, $ in Thousands		6 Months Ended
	Nov. 22, 2023 CNY (¥)	Jun. 30, 2024 CNY (¥)	Jun. 30, 2023 CNY (¥)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 CNY (¥)
Related party transactions and balance
Prepayment balance		¥ 314		$ 43	¥ 1,125
Other current liabilities		17,364		$ 2,389	20,466
Shanghai Three Drivers Culture Media Co Limited \| Outsourcing service agreements
Related party transactions and balance
Related party expenses		2,760	¥ 1,286
Prepayment balance		314			1,125
Shanghai Three Drivers Culture Media Co Limited \| Promotion Service Agreements
Related party transactions and balance
Related party expenses		0	¥ 565
Mr. Wen
Related party transactions and balance
Disposed investment carrying value		4,510
Other current liabilities		4,070			0
Coo Mr.Hui Yuan
Related party transactions and balance
Disposed investment carrying value	¥ 1,500
Interest rate per annum	3.45%
Other current liabilities		¥ 1,500			¥ 1,500

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