6-K
Token Cat Ltd (TC)
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 OF1934
For the month of October, 2021
Commission File Number 001-38737
TuanChe Limited
(Exact name of registrant as specifiedin its charter)
9F, Ruihai Building, No. 21 YangfangdianRoad
Haidian District
Beijing 100038, People’s Republicof 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 x 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.
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.
| TuanChe Limited | ||||
|---|---|---|---|---|
| Date: | October 4, 2021 | By: | /s/ Chenxi Yu | |
| Name: | Chenxi Yu | |||
| Title: | Deputy Chief Financial Officer |
EXHIBIT INDEX
Exhibit 99.1
TuanChe to Hold 2021 Annual General Meetingon November 17, 2021
BEIJING, October 4, 2021— TuanChe Limited (“TuanChe” or the “Company”) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced that it would hold its 2021 annual general meeting of shareholders at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing 100038, The People’s Republic of China on November 17, 2021, at 10:00 a.m. (local time).
The proposals to be submitted for shareholders’ approval at the annual general meeting include (1) the ratification of the appointment of Marcum Bernstein & Pinchuk LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021, and (2) the amendment of Article 78 of the Seventh Amended and Restated Articles of Association of TuanChe Limited. The Board has fixed October 8, 2021 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of the annual general meeting or any adjournment or postponement thereof. Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attend the annual general meeting and any adjournment or postponement thereof in person. Holders of the Company's American Depositary Shares are welcome to attend the AGM in person but will not be able to exercise shareholders’ rights at the AGM.
About TuanChe
Founded in 2010, TuanChe Limited (NASDAQ: TC) is a leading omni-channel 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 [email protected].
For investor and media inquiries, please contact:
TuanChe Limited
Investor Relations
Tel: +86 (10) 6398-2942
Email: [email protected]
The Piacente Group, Inc.
Brandi Piacente
Tel: +1 (212) 481-2050
Email: [email protected]
Yang Song
Tel: +86 (10) 6508-0677
Email: [email protected]
Exhibit 99.2
TuanChe Limited
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ: TC)
NOTICE OF ANNUAL GENERAL MEETING
to Be Held on November 17, 2021
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of TuanChe Limited (the “Company”) will be held at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing 100038, The People’s Republic of China on November 17, 2021 at 10:00 a.m. (local time), and at any adjourned or postponed meeting thereof, for the following purposes:
To consider and, if thought fit, pass the following ordinary resolutions:
| 1. | To ratify the appointment of Marcum Bernstein & Pinchuk LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and |
|---|
To consider and, if thought fit, pass the following special resolution:
| 1. | To amend Article 78 of the Seventh Amended and Restated Articles of Association of the Company (the “Articles”) to read “Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall have one vote for each Class A Ordinary Share and 15 votes for each Class B Ordinary Share of which he is the holder.” |
|---|
The Board has provided the following resolutions for approval by the Company’s shareholders:
RESOLVED THAT, Marcum Bernstein & Pinchuk LLP be, and hereby is, ratified as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021 be, and hereby is, ratified;
RESOLVED THAT the amendment of Article 78 of the Articles to read “Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall have one vote for each Class A Ordinary Share and 15 votes for each Class B Ordinary Share of which he is the holder” be, and hereby is, approved.
The Board has fixed the close of business on October 8, 2021 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof. The Board recommends the shareholders to vote FOR the resolutions.
The Company’s ordinary shares are divided into Class A ordinary shares and Class B ordinary shares. In respect of the matters requiring shareholders’ vote at the AGM, each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 15 votes. Shares underlying the Company’s American depositary shares (“ADSs”) are Class A ordinary shares. Each ADS represents 16 Class A ordinary shares.
Voting by Holders of Ordinary Shares
Holders of record of the Company’s Class A and Class B ordinary shares at the close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof and are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than the time appointed for the AGM to ensure your representation at such meeting. Please refer to the proxy form, which is attached to and made a part of this notice.
Voting by Holders of ADSs
Holders of ADSs who wish to exercise their voting rights for the underlying Class A shares must act through The Bank of New York Mellon, the depositary of the Company’s ADS program (the “Depositary”), by submitting a Voting Instruction Card to the Depositary. We have instructed the Depositary to provide to all ADS holders a Voting Instruction Card and a Notice of Meeting providing to ADS holders information contained in this notice of AGM and a statement and instructions as to voting by ADS holders. If you wish to have the Depositary, vote the Class A ordinary shares represented by your ADSs, please execute and timely forward the Voting Instruction Card sent to you by the Depositary in accordance with the instructions provided by the Depositary. A postage-paid return envelope may be provided to you for this purpose. The Voting Instruction Card should be executed in such a manner as to show clearly how you wish to vote in regard to each matter to be considered at the AGM. Please note that if you do not timely provide the Depositary with voting instructions with regard to a matter, you will be deemed to have granted a discretionary proxy to a person designated by the Company with respect to such matter with regard to the Class A ordinary shares represented by your ADSs if the Company (i) timely requests such a proxy, (ii) reasonably does not know of any substantial opposition to such matter, and (iii) confirms that such matter is not materially adverse to the interests of shareholders. The Voting Instruction Card must be forwarded in sufficient time to reach the Depositary before 5:00 p.m. (Eastern Daylight Time), November 12, 2021. Only the holders as of the Record Date at the close of business on October 8, 2021 will be entitled to execute the Voting Instruction Card.
Shareholders may obtain an electronic copy of the Company’s annual report, free of charge, from the Company’s website at http://ir.tuanche.com/. For a hard copy, shareholders may contact the Company via email at [email protected], telephone number (86-10) 6399-8902, or write to 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District Beijing 100038, the People’s Republic of China.
| By Order of the Board of Directors, |
|---|
| /s/ Wei Wen |
| Wei Wen |
| Chairman |
Beijing, October 4, 2021
Exhibit 99.3
TuanChe Limited
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ: TC)
FORM OF PROXY FOR ANNUAL GENERAL MEETING
(or any adjourned or postponed meeting thereof)
to Be Held on November 17, 2021
Introduction
This Form of Proxy is furnished in connection with the solicitation by the Board of Directors (the “Board”) of TuanChe Limited, a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding Class A and Class B ordinary shares of the Company, par value US$0.0001 per share (collectively, the “Ordinary Shares”) to be exercised at the Annual General Meeting of the Company (the “AGM”) to be held at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing 100038, The People’s Republic of China on November 17, 2021 at 10:00 a.m. (local time), and at any adjourned or postponed meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”). This Form of Proxy and the accompanying AGM Notice are first being mailed to the shareholders of the Company on or about October 21, 2021.
Only the holders of record of the Ordinary Shares at the close of business on October 8, 2021 (the “Record Date”) are entitled to notice of and to vote at the AGM. **In respect of the mattersrequiring shareholders’ vote at the AGM, each Class A ordinary share is entitled to one vote, and each Class B ordinary share isentitled to 15 votes. Shares underlying the Company’s American depositary shares (“ADSs”) are Class A ordinary shares.**Each ADS represents 16 Class A ordinary shares. Holders of ADSs who wish to exercise their voting rights for the underlying Class A shares must act through The Bank of New York Mellon, the depositary of the Company’s ADS program. As of the close of business on the Record Date, we expect that 268,202,667 Class A ordinary shares (including Class A ordinary shares underlying ADSs) and 55,260,580 Class B ordinary shares are outstanding.
The quorum of the AGM is one or more shareholders entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third of all votes attaching to the total issued voting shares in the Company throughout the AGM.
Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairperson of the AGM acts as proxy and is entitled to exercise the chairperson’s discretion, the chairperson has indicated the chairperson will vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated, the proxies solicited hereby will vote on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its registered office at the offices of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands, with a copy delivered to its principal executive offices at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing 100038, The People’s Republic of China or (ii) by voting in person at the AGM.
To be valid, this Form of Proxy must be completed, signed and returnedto the Company’s principal executive offices (to the attention of: Chenxi Yu) at 9F, Ruihai Building, No. 21 Yangfangdian Road,Haidian District, Beijing 100038, The People’s Republic of China as soon as possible so that it is received by the Company not lessthan 48 hours before the time appointed for holding the AGM.
TUANCHE LIMITED
(Incorporated in the Cayman Islands with limited liability)
(NASDAQ: TC)
FORM OF PROXY FOR ANNUAL GENERAL MEETING
to Be Held on November 17, 2021
(or any adjourned or postponed meeting thereof)
I/We__________________________________________________[insert name] of _______________________________________________________[insert address] being the registered holder of ____________________ Class ___ ordinary shares ^1^, par value US$0.0001 per share, of TuanChe Limited (the “Company”) hereby appoint the Chairperson of the Annual General Meeting (the “Chairperson”) ^2^ or _____________________________________ of _____________________________________________ as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing 100038, The People’s Republic of China, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, in his or her discretion ^3^.
| RESOLUTION: | The ordinary resolution as set out in the Notice of Annual General Meeting regarding the appointment Marcum Bernstein & Pinchuk LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. | |
|---|---|---|
| o FOR | o AGAINST | o ABSTAIN |
| RESOLUTION: | The special resolution as set out in the Notice of Annual General Meeting regarding the amendment of Article 78 of the Seventh Amended and Restated Articles of Association of the Company to read “Subject to any rights and restrictions for the time being attached to any Share, on a show of hands every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall, at a general meeting of the Company, each have one vote and on a poll every Shareholder present in person or by proxy (or, if a corporation or other non-natural person, by its duly authorised representative or proxy) shall have one vote for each Class A Ordinary Share and 15 votes for each Class B Ordinary Share of which he is the holder.” | |
| o FOR | o AGAINST | o ABSTAIN |
| Dated ______________________, 2021 | Signature(s)^4^ ________________________ | |
| --- | --- | |
| 1. | Please insert the number and class of shares registered in your name(s) to which this proxy relates. If no number or class is inserted, this Form of Proxy will be deemed to relate to all the shares in the Company registered in your name(s). | |
| --- | --- | |
| 2. | If any proxy other than the Chairperson is preferred, strike out the words “the Chairperson of the Annual General Meeting” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his or her stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT. | |
| --- | --- | |
| 3. | IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON THE RESOLUTION, TICK THE BOX MARKED “ABSTAIN”. The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the proxy will vote the shares in his or her discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the Chairperson acts as proxy and is entitled to exercise her discretion, she has indicated her intent to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. Your proxy will also be entitled to vote or abstain at his or her discretion on any amendment to the resolution referred to in the AGM Notice which has been properly put to the AGM. | |
| --- | --- | |
| 4. | This Form of Proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under the hand of an officer or attorney duly authorized to sign the same. | |
| --- | --- |
Exhibit 99.4
