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, 2019

(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.

 

Jianchen Sun

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

 

14,130,692 Class A ordinary shares (See Item 4) 

  6.  

Shared Voting Power

 

  7.  

Sole Dispositive Power

 

14,130,692 Class A ordinary shares (See Item 4) 

  8.  

Shared Dispositive Power

 

0

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

14,130,692 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)

 

5.8% (See Item 4) 

14.  

Type of Reporting Person (See Instructions)

 

IN 

               

 

2 

 

 

SCHEDULE 13G

 

CUSIP No. 89856T104        

 

             
1.  

Names of Reporting Persons.

 

Sunzhiyuan Limited

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

 

11,320,000 Class A ordinary shares (See Item 4) 

  6.  

Shared Voting Power

 

  7.  

Sole Dispositive Power

 

11,320,000 Class A ordinary shares (See Item 4) 

  8.  

Shared Dispositive Power

 

9.

  

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

11,320,000 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)

 

4.6% (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:

 

Jianchen Sun

Sunzhiyuan Limited

 

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

 

Jianchen Sun

c/o TuanChe Limited

9F, Ruihai Building, No. 21 Yangfangdian Road

Haidian District, Beijing 100038

People’s Republic of China

 

Sunzhiyuan Limited

Start Chambers, Wickham’s Cay II

P.O. Box 2221, Road Town

Tortola, British Virgin Islands

 

Item 2(c).Citizenship:

 

Jianchen Sun - People’s Republic of China

Sunzhiyuan Limited - 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, 2019:

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:

Jianchen Sun 14,130,692(2) 5.8%(4) 14,130,692(2) 0 14,130,692(2) 0
Sunzhiyuan Limited 11,320,000(3) 4.6%(5) 11,320,000(3) 0 11,320,000(3) 0

 

(1)The percentage of the class of securities beneficially owned by each reporting person is calculated based on 245,390,446 Class A Ordinary Shares outstanding as of December 31, 2019.

 

(2)Represent (i) 11,320,000 Class A Ordinary Shares held by Sunzhiyuan Limited. Mr. Jianchen Sun is the beneficial owner and sole director of Sunzhiyuan Limited; (ii) 2,810,692 Class A Ordinary Shares held in the name of Mr. Jianchen Sun by Best Cars Limited, the nominee of the Issuer’s equity incentive trust, representing the number of restricted shares granted to Mr. Jianchen Sun that have vested under the Share Incentive Plan adopted in June 2018.

 

(3)Represent 11,320,000 Class A Ordinary Shares held by Sunzhiyuan Limited. Mr. Jianchen Sun is the beneficial owner and sole director of Sunzhiyuan Limited.

 

(4)The 14,130,692 Class A Ordinary Shares held by the reporting person represent represent 4.7% of the Issuer's outstanding ordinary shares as a single class, being the sum of 245,390,446 Class A Ordinary Shares and 55,260,580 Class B ordinary shares, par value US$0.0001 per share (the "Class B Ordinary Shares"), outstanding as of December 31, 2019, 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.

 

(5)The 11,320,000 Class A Ordinary Shares held by the reporting person represent represent 3.8% of the Issuer's outstanding ordinary shares as a single class, being the sum of 245,390,446 Class A Ordinary Shares and 55,260,580 Class B Ordinary Shares outstanding as of December 31, 2019, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares.

 

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: February 19, 2020

 

  Sunzhiyuan Limited
       
       
  By: /s/ Jianchen Sun
    Name: Jianchen Sun
    Title: Director
       
       
  Jianchen Sun
     
       
  By: /s/ Jianchen Sun

 

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: February 19, 2020

  

  Sunzhiyuan Limited
       
       
  By: /s/ Jianchen Sun
    Name: Jianchen Sun
    Title: Director
       
       
  Jianchen Sun
     
       
  By: /s/ Jianchen Sun