UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Form 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of October, 2019

 

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 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 7, 2019   By: /s/ Zhihai Mao
        Name: Zhihai Mao
        Title: Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number   Description
99.1   Press Release
99.2   Notice of Annual General Meeting
99.3   Form of Proxy for Annual General Meeting

 

 

 

 

 

Exhibit 99.1

 

TuanChe to Hold 2019 Annual General Meeting on November 15, 2019

 

BEIJING, October 7, 2019 — TuanChe Limited (“TuanChe” or the “Company”) (NASDAQ: TC), a leading omni-channel automotive marketplace in China, today announced that it would hold its 2019 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 15, 2019, at 10:00 a.m. China Standard Time.

 

The proposals to be submitted for shareholders’ approval at the annual general meeting include (1) the removal and appointment of certain directors for the board of directors of the Company (the “Board”), (2) the removal and appointment of the committee members of the audit committee of the Board, the compensation committee of the Board and the nominating and corporate governance committee of the Board, (3) the ratification of the appointment of PricewaterhouseCoopers Zhong Tian LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019, and (4) amendment of Article 90(c) of the Seventh Amended and Restated Articles of Association of TuanChe Limited. The Board has fixed October 11, 2019 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.

 

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. TuanChe also provides virtual dealership services by connecting automakers and franchised dealerships with secondary dealers, which ultimately helps automakers penetrate and expand into lower-tier cities. 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

Cynthia Tan

Tel: +86-10-6398-6232

Email: ir@tuanche.com

 

ICR, Inc.

Jack Wang

Tel: +1-646-405-6148

Email: tuanche@icrinc.com

 

 

 

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 15, 2019
(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 15, 2019 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 remove Mr. Hongchuan Thor from the Board of Directors (the “Board”)and from the audit committee of the Board; to remove Ms. Yu Long from the Board and from the nominating and corporate governance committee of the Board; to remove Mr. Yang Zhao from the Board and from the compensation committee of the Board; to remove Mr. Yaping Yao from the Board and from the audit committee and the compensation committee of the Board; and to remove Ms. Wendy Hayes from the nominating and corporate governance committee of the Board.
2.To appoint Mr. Zijing Zhou as an independent director of the Board, and as a member of the nominating and corporate governance committee, the audit committee, and the compensation committee of the Board. The biography of Mr. Zhou is included in the Exhibit A attached hereto;
3.To appoint Mr. Zhishuo Liu as a member of the audit committee of the Board;
4.To appoint Mr. Wei Wen as a member and the chair of the nominating and corporate governance committee and the compensation committee of the Board;
5.To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and

 

To consider and, if thought fit, pass the following special resolution:

 

1.To amend Article 90(c) of the Seventh Amended and Restated Articles of Association of the Company (the “Articles”) to read “No person shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting.”

 

The Board has provided the following resolutions for approval by the Company’s shareholders:

 

IT IS RESOLVED THAT the Board hereby approves the removal of Mr. Hongchuan Thor from the Board and from the audit committee of the Board; the removal of Ms. Yu Long from the Board and from the nominating and corporate governance committee of the Board; the removal of Mr. Yang Zhao from the Board and from the compensation committee of the Board; the removal of Mr. Yaping Yao from the Board and from the audit committee and the compensation committee of the Board; and the removal of Ms. Wendy Hayes from the nominating and corporate governance committee of the Board.

 

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IT IS FURTHER RESOLVED THAT the Board hereby approves the appointment of Mr. Zijing Zhou as an independent Director of the Board, and as a member of the nominating and corporate governance committee, the audit committee, and the compensation committee of the Board;

 

IT IS FURTHER RESOLVED THAT the Board hereby approves the appointment of Mr. Zhishuo Liu as a member of the audit committee of the Board;

 

IT IS FURTHER RESOLVED THAT the Board hereby approves the appointment of Mr. Wei Wen as a member and chair of the compensation committee and the nominating and corporate governance committee of the Board;

 

IT IS FURTHER RESOLVED THAT the Board hereby approves the ratification of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019;

 

IT IS FURTHER RESOLVED THAT the Board hereby approves the amendment of Article 90(c) of the Articles to read “No person shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting.”

 

The Board has fixed the close of business on October 11, 2019 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 four 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.

 

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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, through its nominee or nominees, 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 material 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 before5:00 p.m. (Eastern Daylight Time), November 8, 2019. Only the registered holders of record at the close of business on October 11, 2019 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 ir@tuanche.com. For a hard copy, shareholders may contact the Company via email, telephone number (86-10) 6399-8902, or write to ir@tuanche.com.

 

  By Order of the Board of Directors,
   
  /s/ Wei Wen
  Wei Wen
  Chairman

 

Beijing, October 7, 2019

 

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Exhibit A

 

Biography of Mr. Zijing Zhou (“Mr. Zhou”)

 

·Mr. Zhou received a bachelor’s degree in physics and computer science from Zhejiang University in 2003 and a master’s degree in computer science from Tsinghua University in 2006;
·From September 2006 to February 2009, Mr. Zhou worked for Anhui Jinyu Internet Technology Co., Ltd., an internet technology development company, as an internet technology developer;
·From February 2009 to February 2011, Mr. Zhou worked for Alibaba Group Holding Limited as a senior product manager;
·From February 2011 to February 2014, Mr. Zhou worked for China Renaissance Holding Limited as a senior financial adviser;
·In 2014, Mr. Zhou founded Aplus Investment Consulting (Beijing) Co., Ltd. (“Alpus”) and has been serving as CEO since inception. Alpus is an investment consulting company providing financing advisory services.

 

A-1

 

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 15, 2019

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 15, 2019 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 18, 2019.

 

Only the holders of record of the Ordinary Shares at the close of business on October 11, 2019 (the “Record Date”) are entitled to notice of and to vote at the AGM. 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 four 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 234,030,828 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 returned to the Company’s principal executive offices (to the attention of: Zhihai Mao) 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 less than 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 15, 2019
(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 removal of Mr. Hongchuan Thor from the Board and from the audit committee of the Board; the removal of Ms. Yu Long from the Board and from the nominating and corporate governance committee of the Board; the removal of Mr. Yang Zhao from the Board and from the compensation committee of the Board; the removal of Mr. Yaping Yao from the Board and from the audit committee and the compensation committee of the Board; and the removal of Ms. Wendy Hayes from the nominating and corporate governance committee of the Board.
         
o FOR   o AGAINST   o ABSTAIN
         
RESOLUTION:   The ordinary resolution as set out in the Notice of Annual General Meeting regarding the appointment of Mr. Zijing Zhou as an independent Director of the Board, and as a member of the nominating and corporate governance committee, the audit committee, and the compensation committee of the Board.
         
o FOR   o AGAINST   o ABSTAIN

 

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RESOLUTION:   The ordinary resolution as set out in the Notice of Annual General Meeting regarding the appointment of Mr. Zhishuo Liu as a member of the audit committee of the Board.
         
o FOR   o AGAINST   o ABSTAIN
         
RESOLUTION:   The ordinary resolution as set out in the Notice of Annual General Meeting regarding the appointment of Mr. Wei Wen as a member and chair of the compensation committee and the nominating and corporate governance committee of the Board.
         
o FOR   o AGAINST   o ABSTAIN
         
RESOLUTION:   The ordinary resolution as set out in the Notice of Annual General Meeting regarding the ratification of PricewaterhouseCoopers Zhong Tian LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
         
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 90(c) of the Seventh Amended and Restated Articles of Association of the Company to read “No person shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting.”.
         
o FOR   o AGAINST   o ABSTAIN

 

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Dated ______________________, 2019   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.

 

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