UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

TuanChe Limited

(Name of Issuer)

 

 

Class A Ordinary Shares, par value of $0.0001 per share

(Title of Class of Securities)

 

89856T104**

(CUSIP Number)

 

 

December 31, 2018

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

** CUSIP number 89856T104 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on the Nasdaq Capital Market under the symbol “TC.” Each ADS represents four Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

SCHEDULE 13G

 

CUSIP No. 89856T104    

 

             
1.  

Names of Reporting Persons.

 

Zhiwen Lan

2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) ¨ (b) ¨

 

3.  

SEC Use Only 

 

4.  

Citizenship or Place of Organization

 

People’s Republic of China 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.  

Sole Voting Power

 

16,458,038 Class A ordinary shares (See Item 4) 

  6.  

Shared Voting Power

 

  7.  

Sole Dispositive Power

 

16,458,038 Class A ordinary shares (See Item 4) 

  8.  

Shared Dispositive Power

 

0

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,458,038 Class A ordinary shares (See Item 4) 

10.

  

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

5.2% (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) (See Item 4) 

14.  

Type of Reporting Person (See Instructions)

 

IN 

               

 

2 

 

 

SCHEDULE 13G

 

CUSIP No. 89856T104        

 

             
1.  

Names of Reporting Persons.

 

First Aqua Inc.

2.  

Check the Appropriate Box if a Member of a Group (See Instructions).

(a) ¨ (b) ¨

 

3.  

SEC Use Only 

 

4.  

Citizenship or Place of Organization

 

British Virgin Islands 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

  5.  

Sole Voting Power

 

16,458,038 Class A ordinary shares (See Item 4) 

  6.  

Shared Voting Power

 

  7.  

Sole Dispositive Power

 

16,458,038 Class A ordinary shares (See Item 4) 

  8.  

Shared Dispositive Power

 

9.

  

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

16,458,038 Class A ordinary shares (See Item 4) 

10.

  

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

¨

11.  

Percent of Class Represented by Amount in Row (9)

 

5.2% (assuming conversion of all outstanding Class B ordinary shares into the same number of Class A ordinary shares) (See Item 4) 

14.  

Type of Reporting Person (See Instructions)

 

CO 

                     

 

3 

 

  

Item 1(a).Name of Issuer:

 

TuanChe Limited

 

Item1 (b).Address of Issuer’s Principal Executive Offices:

 

9F, Ruihai Building, No. 21 Yangfangdian Road

Haidian District, Beijing 100038

People’s Republic of China

 

Item 2(a).Name of Person Filing:

 

Zhiwen Lan

First Aqua Inc.

 

Item 2(b).Address of Principal Business Office, or, if none, Residence:

 

Zhiwen Lan

c/o TuanChe Limited

9F, Ruihai Building, No. 21 Yangfangdian Road

Haidian District, Beijing 100038

People’s Republic of China

 

First Aqua Inc.

Start Chambers, Wickham’s Cay II

P.O. Box 2221, Road Town

Tortola, British Virgin Islands

 

Item 2(c).Citizenship:

 

Zhiwen Lan - People’s Republic of China

First Aqua Inc. - British Virgin Islands

 

Item 2(d).Title of Class of Securities:

 

Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”)

 

Item 2(e).CUSIP No.:

 

89856T104

 

CUSIP number 89856T104 has been assigned to the ADSs of the issuer, which are quoted on the Nasdaq Capital Market under the symbol “TC.” Each ADS represents four Class A ordinary shares of the issuer. No CUSIP number has been assigned to ordinary shares of the issuer.

 

Item 3.If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a:

 

Not applicable

 

4 

 

 

Item 4.Ownership

 

The following information with respect to the ownership of the Class A Ordinary Shares by each of the reporting persons is provided as of December 31, 2018:

 

Reporting Person  Amount
beneficially
owned:
  Percent of
class(1):
  Sole power to vote
or direct the vote:
  Shared
power to
vote or to
direct the
vote:
  Sole power to
dispose or to
direct the
disposition of:
  Shared power
to dispose or
to direct the
disposition of:
Zhiwen Lan  16,458,038(2)  6.3%(3)  16,458,038(2)  0  16,458,038(2)  0
First Aqua Inc.  16,458,038(2)  6.3%(3)  16,458,038(2)  0  16,458,038(2)  0

_____________________

(1)The percentage of the class of securities beneficially owned by each reporting person is calculated based on 259,836,223 Class A Ordinary Shares, outstanding as of December 31, 2018.

 

(2)16,458,038 Class A Ordinary Shares held by First Aqua Inc. Mr. Zhiwen Lan is the beneficial owner and sole director of First Aqua Inc.

 

(3)The 16,458,038 Class A Ordinary Shares held by the reporting persons represent 5.2% of the Issuer’s outstanding ordinary shares as a single class, being the sum of 259,836,223 Class A ordinary shares, par value US$0.0001 per share and 55,260,580 Class B ordinary shares of the issuer, par value US$0.0001 per share (the “Class B Ordinary Shares”), outstanding as of December 31, 2018, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to fifteen votes and is convertible into one Class A Ordinary Share.

 

Item 5.Ownership of Five Percent or Less of a Class

 

Not applicable

 

Item 6.Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable

 

Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

 

Not applicable

 

Item 8.Identification and Classification of Members of the Group

 

Not applicable

 

Item 9.Notice of Dissolution of Group

 

Not applicable

 

Item 10.Certifications

 

Not applicable

 

5 

 


SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: January 24, 2019

 

  FIRST AQUA INC.
       
       
  By: /s/ Zhiwen Lan
    Name: Zhiwen Lan
    Title: Director
       
       
  ZHIWEN LAN
     
       
  By: /s/ Zhiwen Lan

 

6 

 

 

LIST OF EXHIBITS

 

Exhibit 99.1 – Joint Filing Agreement

 

7 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree (i) to the joint filing, on behalf of each of them, of a statement on Schedule 13G (including amendments thereto) with respect to Class A ordinary shares par value of $0.0001 per share of TuanChe Limited, a Cayman Islands company; and (ii) that this agreement be included as Exhibit 99.1 to such joint filing. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

 

[Execution page follows.]

 

 

 

 

IN WITNESS WHEREOF, the undersigned have executed this agreement.

 

Date: January 24, 2019

  

  FIRST AQUA INC.
       
       
  By: Zhiwen Lan
    Name: Zhiwen Lan
    Title: Director
       
       
  ZHIWEN LAN
       
  By: Zhiwen Lan