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    SEC Form SC 13G/A filed by TuanChe Limited (Amendment)

    2/11/22 6:02:24 AM ET
    $TC
    Business Services
    Consumer Discretionary
    Get the next $TC alert in real time by email
    SC 13G/A 1 tm226163d1_sc13ga.htm SC 13G/A

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

     

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)*

     

     

     

    TuanChe Limited

    (Name of Issuer)

     

     

     

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

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

    (Title of Class of Securities)

     

    89856T104**

    (CUSIP Number)

     

     

     

    December 31, 2021

    (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 16 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.

     

    Wei Wen

    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

     

    55,260,580 Class B ordinary shares and 4,686,944 Class A ordinary shares (See Item 4) 

      6.  

    Shared Voting Power

     

    0 

      7.  

    Sole Dispositive Power

     

    55,260,580 Class B ordinary shares and 4,686,944 Class A ordinary shares (See Item 4) 

      8.  

    Shared Dispositive Power

     

    0 

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    55,260,580 Class B ordinary shares and 4,686,944 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)

     

    18.5% (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 

                   

     

     

     

     

    SCHEDULE 13G

     

    CUSIP No. 89856T104

     

                 
    1.  

    Names of Reporting Persons.

     

    WW Long 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

     

    55,260,580 Class B ordinary shares and 2,188,160 Class A ordinary shares (See Item 4) 

      6.  

    Shared Voting Power

     

    0 

      7.  

    Sole Dispositive Power

     

    55,260,580 Class B ordinary shares and 2,188,160 Class A ordinary shares (See Item 4) 

      8.  

    Shared Dispositive Power

     

    0 

    9.  

    Aggregate Amount Beneficially Owned by Each Reporting Person

     

    55,260,580 Class B ordinary shares and 2,188,160 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)

     

    17.8% (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 

                         

     

     

     

      

    Item 1(a). Name of Issuer:

     

    TuanChe Limited

     

    Item 1(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:

     

    Wei Wen

    WW Long Limited

     

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

     

    Wei Wen

    c/o TuanChe Limited

    9F, Ruihai Building, No. 21 Yangfangdian Road

    Haidian District, Beijing 100038

    People’s Republic of China

     

    WW Long Limited

    Start Chambers, Wickham’s Cay II

    P.O. Box 2221, Road Town

    Tortola, British Virgin Islands

     

    Item 2(c). Citizenship:

     

    Wei Wen - People’s Republic of China

    WW Long Limited - British Virgin Islands.

     

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

     

    Class A ordinary shares, par value US$0.0001 per share (“Class A Ordinary Shares”) and Class B ordinary shares, par value US$0.0001 per share (the “Class B 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 16 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

     

     

     

     

    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, 2021:

     

    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:

     
    Wei Wen   4,686,944  (2)   1.7%(3)   4,686,944 (2)   0    4,686,944  (2)   0 
    WW Long Limited   2,188,160 (4)   0.8%(5)   2,188,160 (4)   0    2,188,160 (4)   0 

     

     

      (1) The percentage of the class of securities beneficially owned by each reporting person is calculated based on 268,202,667 Class A Ordinary Shares issued as of December 31, 2021.

     

      (2) Including (1) 2,188,160 Class A Ordinary Shares held in the form of ADSs by WW Long Limited, and (2) 2,498,784 Class A Ordinary Shares held in the name of Mr. Wei Wen by Best Cars Limited, the nominee of the Issuer’s equity incentive trust, representing the number of restricted shares granted to Mr. Wei Wen that have vested as of December 31, 2021 under the Share Incentive Plan adopted in June 2018.

     

      (3) The 4,686,944 Class A Ordinary Shares held by the reporting person represent 1.4% of the Issuer's outstanding ordinary shares as a single class, being the sum of 268,202,667 Class A Ordinary Shares and 55,260,580 Class B ordinary shares outstanding as of December 31, 2021, 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.

     

      (4) 2,188,160 Class A Ordinary Shares held in the form of ADSs by WW Long Limited, and (2) 2,498,784 Class A Ordinary Shares held in the name of Mr. Wei Wen by Best Cars Limited, the nominee of the Issuer’s equity incentive trust, representing the number of restricted shares granted to Mr. Wei Wen that have vested as of December 31, 2021 under the Share Incentive Plan adopted in June 2018.

     

      (5) The 2,188,160 Class A Ordinary Shares held by the reporting person represent 0.7% of the Issuer's outstanding ordinary shares as a single class, being the sum of 268,202,667 Class A Ordinary Shares and 55,260,580 Class B ordinary shares outstanding as of December 31, 2021, 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.

     

    The following information with respect to the ownership of the Class B Ordinary Shares by each of the reporting persons is provided as of December 31, 2021:

     

    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:
     
    Wei Wen   55,260,580 (2)   100.0%(3)   55,260,580 (2)   0    55,260,580 (2)   0 
    WW Long Limited   55,260,580 (2)   100.0%(3)   55,260,580 (2)   0    55,260,580 (2)   0 

     

     

      (1) The percentage of the class of securities beneficially owned by each reporting person is calculated based on 55,260,580 Class B Ordinary Shares, outstanding as of December 31, 2021.

     

      (2) 55,260,580 Class B Ordinary Shares held by WW Long Limited. Mr. Wei Wen is the beneficial owner and sole director of WW Long Limited.

     

      (3) The 55,260,580 Class B Ordinary Shares held by the reporting persons represent 17.1% of the Issuer’s outstanding ordinary shares as a single class, being the sum of 268,202,667 Class A Ordinary Shares and 55,260,580 Class B ordinary shares outstanding as of December 31, 2021, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. Based on the same assumption, the 55,260,580 Class B Ordinary Shares and 2,188,160 Class A Ordinary Shares combined held by WW Long Limited represent 17.8% of the Issuer’s outstanding ordinary shares as a single class, and the 55,260,580 Class B Ordinary Shares and 4,686,944 Class A Ordinary Shares combined beneficially owned by Mr. Wei Wen represent 18.5% of the Issuer’s outstanding ordinary shares as a single class. 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

     

     

     

     

    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 11, 2022

     

      WW LONG LIMITED
           
      By: /s/ Wei Wen
        Name: Wei Wen
        Title: Director
           
      WEI WEN
           
      By: /s/ Wei Wen

     

     

     

     

    LIST OF EXHIBITS

     

    Exhibit 99.1* – Joint Filing Agreement dated February 13, 2020, by and among the Reporting Persons

     

    * Previously filed

     

     

     

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