Token Cat Ltd — Major Shareholding Notification 2020

Feb 20, 2020

SC 13G 1 tm209268d1_sc13g.htm SC 13G

Field: Rule-Page

Field: /Rule-Page

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).

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

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 0
	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

Field: Page; Sequence: 2; Options: NewSection; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 2 Field: /Sequence

Field: /Page

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 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) 4.6% (See Item 4)
14.	Type of Reporting Person (See Instructions) CO

Field: Page; Sequence: 3; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 3 Field: /Sequence

Field: /Page

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

Field: Page; Sequence: 4; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 4 Field: /Sequence

Field: /Page

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

Field: Page; Sequence: 5; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 5 Field: /Sequence

Field: /Page

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

Field: Page; Sequence: 6; Value: 2

Field: Sequence; Type: Arabic; Name: PageNo 6 Field: /Sequence

Field: /Page

LIST OF EXHIBITS

Exhibit 99.1 – Joint Filing Agreement

Field: Page; Sequence: 7; Options: Last

Field: Sequence; Type: Arabic; Name: PageNo 7 Field: /Sequence

Field: /Page