UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
TuanChe Limited
(Name of Issuer)
Class A Ordinary Shares, par value of $0.0001 per share
(Title of Class of Securities)
89856T203**
(CUSIP Number)
December 31, 2022
(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 89856T203 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. 89856T203
| 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
14,130,672 Class A ordinary shares (See Item 4) | |||||
| 6. |
Shared Voting Power
0 | ||||||
| 7. |
Sole Dispositive Power
14,130,672 Class A ordinary shares (See Item 4) | ||||||
| 8. |
Shared Dispositive Power
0 | ||||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,130,672 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)
4.2% (See Item 4) | ||||||
| 14. |
Type of Reporting Person (See Instructions)
IN | ||||||
SCHEDULE 13G
CUSIP No. 89856T203
| 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
0 | |||||||||
| 7. |
Sole Dispositive Power
11,320,000 Class A ordinary shares (See Item 4) | |||||||||
| 8. |
Shared Dispositive Power
0 | |||||||||
| 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)
3.4% (See Item 4) | |||||||||
| 14. |
Type of Reporting Person (See Instructions)
CO | |||||||||
| 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.: |
89856T203
CUSIP number 89856T203 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, 2022:
| 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 | 14,130,672 | (2) | 4.2 | %(4) | 14,130,672 | (2) | 0 | 14,130,672 | (2) | 0 | ||||||||||||||
| Sunzhiyuan Limited | 11,320,000 | (3) | 3.4 | %(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 377,844,451 Class A Ordinary Shares outstanding as of December 31, 2022. |
| (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) 2,810,672 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 14,130,672 Class A Ordinary Shares held by the reporting person represent 3.6% of the Issuer's outstanding ordinary shares as a single class, being the sum of 337,844,451 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, 2022, 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 2.9% of the Issuer's outstanding ordinary shares as a single class, being the sum of 337,844,451 Class A Ordinary Shares and 55,260,580 Class B ordinary shares outstanding as of December 31, 2022, assuming conversion of all Class B Ordinary Shares into Class A Ordinary Shares. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
| 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 13, 2023
| Sunzhiyuan Limited | |||
| By: | /s/ Jianchen Sun | ||
| Name: | Jianchen Sun | ||
| Title: | Director | ||
| Jianchen Sun | |||
| By: | /s/ Jianchen Sun | ||
LIST OF EXHIBITS
Exhibit 99.1* – Joint Filing Agreement dated February 19, 2020, by and among the Reporting Persons
* Previously filed