Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document and Entity Information | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-38737 |
Entity Address, Address Line One | 9F, Ruihai Building, |
Entity Address, Address Line Two | No. 21 Yangfangdian Road |
Entity Address, Address Line Three | Haidian District |
Entity Incorporation, State or Country Code | E9 |
Entity Address, City or Town | Beijing |
Entity Address, Postal Zip Code | 100038 |
Entity Address, Country | CN |
Document Accounting Standard | U.S. GAAP |
Security Exchange Name | NASDAQ |
Document Period End Date | Dec. 31, 2022 |
Entity Registrant Name | TuanChe Ltd |
Entity Well-known Seasoned Issuer | No |
Entity Current Reporting Status | Yes |
Entity Filer Category | Non-accelerated Filer |
Entity Voluntary Filers | No |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Entity Shell Company | false |
Entity Central Index Key | 0001743340 |
Current Fiscal Year End Date | --12-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Interactive Data Current | Yes |
Amendment Flag | false |
Trading Symbol | TC |
Title of 12(b) Security | Class A ordinary shares, par value US$0.0001 per share |
ICFR Auditor Attestation Flag | false |
Auditor Name | Marcum Asia CPAs |
Auditor Firm ID | 5395 |
Auditor Location | New York, NY |
Business Contact [Member] | |
Document and Entity Information | |
Entity Address, Address Line One | 9F, Ruihai Building |
Entity Address, Address Line Two | No. 21 Yangfangdian Road |
Entity Address, Address Line Three | Haidian District |
Entity Address, City or Town | Beijing |
Entity Address, Postal Zip Code | 100038 |
Entity Address, Country | CN |
Contact Personnel Email Address | wenwei@tuanche.com |
Contact Personnel Name | Wei Wen |
City Area Code | 86-10 |
Local Phone Number | 6398-2942 |
Common Class A [Member] | |
Document and Entity Information | |
Entity Common Stock, Shares Outstanding | 337,844,451 |
Common Class B [Member] | |
Document and Entity Information | |
Entity Common Stock, Shares Outstanding | 55,260,580 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) |
Current assets: | |||
Cash and cash equivalents | ¥ 69,895 | $ 10,100 | ¥ 63,461 |
Restricted cash | 6,948 | 1,007 | 33,837 |
Accounts and notes receivable, net | 49,969 | 7,245 | 47,951 |
Prepayment and other current assets, net | 46,856 | 6,794 | 60,460 |
Total current assets | 173,668 | 25,180 | 205,709 |
Non-current assets: | |||
Property, equipment and software, net | 3,467 | ||
Intangible assets, net | 17,711 | ||
Operating lease right-of-use assets | 10,135 | 1,469 | 5,104 |
Long-term investments | 5,383 | 780 | 5,357 |
Goodwill | 45,561 | 6,606 | 115,414 |
Other non-current assets | 522 | 76 | 313 |
Total non-current assets | 61,601 | 8,931 | 147,366 |
Total assets | 235,269 | 34,111 | 353,075 |
Current liabilities: | |||
Accounts payable | 5,308 | 770 | 29,577 |
Advance from customers | 3,695 | 536 | 15,401 |
Salary and welfare benefits payable | 32,944 | 4,776 | 39,870 |
Short-term borrowings | 3,200 | 459 | 7,000 |
Other taxes payable | 24,727 | 3,585 | 21,822 |
Current portion of deferred revenue | 1,345 | 195 | 4,139 |
Current portion | 5,200 | 753 | 2,589 |
Guarantee liabilities | 4,073 | ||
Other current liabilities | 23,821 | 3,455 | 27,313 |
Total current liabilities | 100,209 | 14,529 | 151,784 |
Long-term borrowings (including Long-term borrowings of the consolidated variable interest entities "VIEs") without recourse to the primary beneficiary of nil and RMB 1,546 as of December 31, 2021 and 2022, respectively) | 1,500 | 224 | |
Non-current portion of deferred revenue (including non-current portion of deferred revenue of the consolidated variable interest entities ("VIEs") without recourse to the primary beneficiary of RMB 98 and RMB 18 as of December 31, 2021 and 2022, respectively) | 18 | 3 | 98 |
Deferred tax liability (including deferred tax liability of the consolidated VIEs without recourse to the primary beneficiary of nil and nil as of December 31, 2021 and 2022, respectively) | 5,451 | ||
Long-term operating lease liabilities (including long-term operating lease liabilities of the consolidated VIEs without recourse to the primary beneficiary of nil and RMB659 as of December 31, 2021 and 2022, respectively) | 7,494 | 1,087 | 1,475 |
Warrant liability (including Warrant liability of the consolidated VIEs without recourse to the primary beneficiary of nil and nil as of December 31, 2021 and 2022, respectively) | 24,376 | 3,534 | |
Other non-current liabilities (including other non-current liabilities of the consolidated VIEs without recourse to the primary beneficiary of nil and nil as of December 31, 2021 and 2022, respectively) | 492 | 71 | 957 |
Liabilities, Noncurrent | 33,926 | 4,919 | 7,981 |
Total liabilities | 134,135 | 19,448 | 159,765 |
Commitments and contingencies | |||
Shareholders' equity: | |||
Treasury stock (14,907,047 and 14,907,047 treasury stock as of December 31, 2021 and 2022, respectively) | (45,886) | (6,653) | (45,886) |
Additional paid-in capital | 1,296,951 | 188,040 | 1,231,135 |
Accumulated deficit | (1,141,800) | (165,543) | (983,645) |
Accumulated other comprehensive loss | (8,416) | (1,220) | (7,408) |
Total TuanChe Limited shareholders' equity | 101,134 | 14,663 | 194,413 |
Non-controlling interests | (1,103) | ||
Total shareholders' equity | 101,134 | 14,663 | 193,310 |
TOTAL LIABILITIES AND EQUITY | 235,269 | 34,111 | 353,075 |
Class A ordinary shares | |||
Shareholders' equity: | |||
Ordinary shares | 235 | 34 | 182 |
Class B ordinary shares | |||
Shareholders' equity: | |||
Ordinary shares | ¥ 35 | $ 5 | ¥ 35 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 CNY (¥) shares | Dec. 31, 2021 $ / shares |
Long-term borrowings (including Long-term borrowings of the consolidated variable interest entities "VIEs") without recourse to the primary beneficiary of nil and RMB 1,546 as of December 31, 2021 and 2022, respectively) | ¥ 1,500 | $ 224 | ||
Warrant liability | ¥ 24,376 | $ 3,534 | ||
Treasury stock, common, shares | 14,907,047 | 14,907,047 | 14,907,047 | |
Deferred Income Tax Liabilities, Net | ¥ | ¥ 5,451 | |||
Operating Lease, Liability, Noncurrent | ¥ 7,494 | $ 1,087 | 1,475 | |
Other Liabilities, Noncurrent | 492 | $ 71 | ¥ 957 | |
Consolidated VIEs primary beneficiary | ||||
Long-term borrowings (including Long-term borrowings of the consolidated variable interest entities "VIEs") without recourse to the primary beneficiary of nil and RMB 1,546 as of December 31, 2021 and 2022, respectively) | ¥ | 1,546 | |||
Operating Lease, Liability, Noncurrent | ¥ | ¥ 605 | |||
Class A ordinary shares | ||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | |
Common stock, shares issued | 339,475,403 | 339,475,403 | 268,202,667 | |
Common stock, shares outstanding | 327,422,449 | 327,422,449 | 252,501,213 | |
Class B ordinary shares | ||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 60,000,000 | 60,000,000 | 60,000,000 | |
Common stock, shares issued | 55,260,580 | 55,260,580 | 55,260,580 | |
Common stock, shares outstanding | 55,260,580 | 55,260,580 | 55,260,580 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CNY (¥) ¥ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 CNY (¥) ¥ / shares shares | Dec. 31, 2020 CNY (¥) ¥ / shares shares | |
Net revenues | ||||
Total net revenues | ¥ 183,188 | $ 26,560 | ¥ 357,552 | ¥ 330,228 |
Cost of revenues | (62,187) | (9,016) | (85,290) | (88,801) |
Gross profit | 121,001 | 17,544 | 272,262 | 241,427 |
Operating expenses: | ||||
Selling and marketing expenses | (127,696) | (18,514) | (274,670) | (279,665) |
General and administrative expenses | (64,708) | (9,382) | (72,788) | (98,820) |
Research and development expenses | (19,799) | (2,871) | (35,651) | (34,267) |
Impairment of long-lived assets | (19,743) | (2,863) | 0 | 0 |
Total operating expenses | (231,946) | (33,630) | (383,109) | (412,752) |
Loss from operations | (110,945) | (16,086) | (110,847) | (171,325) |
Other income/(expenses): | ||||
Interest income/(expenses), net | (174) | (25) | 625 | 2,409 |
Foreign exchange (loss)/gain | 444 | 64 | (149) | (25) |
Gain from equity method investments | 26 | 4 | 258 | 933 |
Impairment of long-term investment | 0 | 0 | (700) | 0 |
Impairment of goodwill | (69,900) | (10,128) | 0 | 0 |
Change in fair value of warrant liability | 11,219 | 1,627 | 0 | 0 |
Other income, net | 5,692 | 825 | 8,868 | 3,498 |
Loss before income taxes | (163,591) | (23,719) | (101,945) | (164,510) |
Income tax benefit | 5,451 | 790 | 0 | 1,032 |
Net loss | (158,140) | (22,929) | (101,945) | (163,478) |
Net loss attributable to the non-controlling interests | 0 | 0 | 0 | (444) |
Net loss attributable to TuanChe Limited's ordinary shareholders | (158,140) | (22,929) | (101,945) | (163,034) |
Net loss | (158,140) | (22,929) | (101,945) | (163,478) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (1,008) | (146) | (1,603) | (6,853) |
Total other comprehensive loss | (1,008) | (146) | (1,603) | (6,853) |
Total comprehensive loss | (159,148) | (23,075) | (103,548) | (170,331) |
Comprehensive loss attributable to: | ||||
TuanChe Limited's shareholders | (159,148) | (23,075) | (103,548) | (169,887) |
Non-controlling interests | ¥ 0 | $ 0 | ¥ 0 | ¥ (444) |
Net loss attributable to the TuanChe Limited's ordinary shareholders per share | ||||
Basic (in dollars per share) | (per share) | ¥ (0.49) | $ (0.07) | ¥ (0.33) | ¥ (0.54) |
Diluted (in dollars per share) | (per share) | ¥ (0.49) | $ (0.07) | ¥ (0.33) | ¥ (0.54) |
Weighted average number of ordinary shares | ||||
Basic (in shares) | 319,539,180 | 319,539,180 | 306,792,324 | 304,439,440 |
Diluted (in shares) | 319,539,180 | 319,539,180 | 306,792,324 | 304,439,440 |
Share-based compensation expenses included in: | ||||
Share based compensation | ¥ 10,282 | $ 1,491 | ¥ 9,797 | ¥ 17,448 |
Auto shows | ||||
Net revenues | ||||
Total net revenues | 53,962 | 7,824 | 242,860 | 250,481 |
Special promotion events | ||||
Net revenues | ||||
Total net revenues | 1,609 | 233 | 3,994 | 4,851 |
Referral service for commercial bank | ||||
Net revenues | ||||
Total net revenues | 44,202 | 6,409 | 67,010 | 18,694 |
Online marketing | ||||
Net revenues | ||||
Total net revenues | 50,757 | 7,359 | 14,489 | 31,009 |
Others | ||||
Net revenues | ||||
Total net revenues | 32,658 | 4,735 | 29,199 | 25,193 |
Selling and marketing expenses | ||||
Share-based compensation expenses included in: | ||||
Share based compensation | 1,556 | 226 | 2,123 | (952) |
General and administrative expenses | ||||
Share-based compensation expenses included in: | ||||
Share based compensation | 4,868 | 706 | 3,928 | 14,316 |
Research and development expenses | ||||
Share-based compensation expenses included in: | ||||
Share based compensation | ¥ 3,858 | $ 559 | ¥ 3,746 | ¥ 4,084 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ¥ in Thousands, $ in Thousands | Ordinary shares Class A ordinary shares CNY (¥) shares | Ordinary shares Class B ordinary shares CNY (¥) shares | Treasury stock CNY (¥) shares | Additional paid-in capital CNY (¥) | Accumulated deficit CNY (¥) | Accumulated other comprehensive gain/(loss) CNY (¥) | TuanChe limited shareholders' equity CNY (¥) | Non-controlling interests CNY (¥) | Class A ordinary shares shares | Class B ordinary shares shares | CNY (¥) | USD ($) |
Balance at Dec. 31, 2019 | ¥ 173 | ¥ 35 | ¥ (46,533) | ¥ 1,187,577 | ¥ (718,666) | ¥ 1,048 | ¥ 423,634 | ¥ (659) | ¥ 422,975 | |||
Balance (in shares) at Dec. 31, 2019 | shares | 256,314,272 | 55,260,580 | (17,282,326) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Forfeit of restricted shares | ¥ (2) | 2 | ||||||||||
Forfeit of restricted shares (in shares) | shares | (3,186,301) | 3,186,301 | ||||||||||
Shares issuance for vested restricted shares | 17,448 | 17,448 | 17,448 | |||||||||
Shares issuance for vested restricted shares (in Shares) | shares | 2,998,978 | |||||||||||
Shares issuance to nonemploye | ¥ 647 | (647) | ||||||||||
Shares issuance for the acquisition of a subsidiary | ¥ 7 | 16,962 | 16,969 | 16,969 | ||||||||
Shares issuance for the acquisition of a subsidiary (in shares) | shares | 8,366,444 | 80,000 | ||||||||||
Foreign currency translation adjustment | (6,853) | (6,853) | (6,853) | |||||||||
Net loss | (163,034) | (163,034) | (444) | (163,478) | ||||||||
Grant of restricted shares (in shares) | shares | 3,890,000 | (3,890,000) | ||||||||||
Grant of restricted shares | ¥ 3 | (3) | ||||||||||
Balance at Dec. 31, 2020 | ¥ 181 | ¥ 35 | ¥ (45,886) | 1,221,339 | (881,700) | (5,805) | 288,164 | (1,103) | 287,061 | |||
Balance (in shares) at Dec. 31, 2020 | shares | 265,384,415 | 55,260,580 | (14,907,047) | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Shares issuance for vested restricted shares | ¥ 1 | (1) | ||||||||||
Shares issuance for vested restricted shares (in Shares) | shares | 2,023,845 | |||||||||||
Share-based compensation | 9,797 | 9,797 | 9,797 | |||||||||
Foreign currency translation adjustment | (1,603) | (1,603) | (1,603) | |||||||||
Net loss | (101,945) | (101,945) | (101,945) | |||||||||
Balance at Dec. 31, 2021 | ¥ 182 | ¥ 35 | ¥ (45,886) | 1,231,135 | (983,645) | (7,408) | 194,413 | (1,103) | 193,310 | |||
Balance (in shares) at Dec. 31, 2021 | shares | 267,408,260 | 55,260,580 | (14,907,047) | 252,501,213 | 55,260,580 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Shares issuance for vested restricted shares | ¥ 2 | (2) | ||||||||||
Shares issuance for vested restricted shares (in Shares) | shares | 3,648,500 | |||||||||||
Share-based compensation | 10,282 | 10,282 | 10,282 | |||||||||
Acquisition of non-controlling interests | (1,103) | (1,103) | ¥ 1,103 | |||||||||
Issuance of common shares and Pre-funded warrants, net of issuance costs | ¥ 51 | 56,639 | 56,690 | 56,690 | ||||||||
Issuance of common shares and Pre-funded warrants, net of issuance costs (in shares) | shares | 71,272,736 | |||||||||||
Foreign currency translation adjustment | (1,008) | (1,008) | (1,008) | $ (146) | ||||||||
Net loss | (158,140) | (158,140) | (158,140) | (22,929) | ||||||||
Balance at Dec. 31, 2022 | ¥ 235 | ¥ 35 | ¥ (45,886) | ¥ 1,296,951 | ¥ (1,141,785) | ¥ (8,416) | ¥ 101,134 | ¥ 101,134 | $ 14,663 | |||
Balance (in shares) at Dec. 31, 2022 | shares | 342,329,496 | 55,260,580 | (14,907,047) | 327,422,449 | 55,260,580 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | |
Cash flows from operating activities : | ||||
Net loss | ¥ (158,140) | $ (22,929) | ¥ (101,945) | ¥ (163,478) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||||
Impairment on long-term investments | 700 | |||
Impairment of long-lived assets | 19,743 | 2,863 | 0 | 0 |
Impairment of goodwill | 69,900 | 10,128 | 0 | 0 |
Depreciation of property, equipment and software | 2,140 | 310 | 3,298 | 2,975 |
Amortization of intangible assets | 2,097 | 304 | 4,110 | 4,134 |
Share-based compensation | 10,282 | 1,491 | 9,797 | 17,448 |
Allowance for doubtful accounts | 8,143 | 1,181 | 17,796 | 30,227 |
Gain from long-term investments | (26) | (4) | (258) | (933) |
Loss on disposal of property and equipment, subsidiary | 218 | 32 | 429 | 51 |
Recognition of deferred income | (513) | (74) | (513) | (550) |
Foreign exchange (gain)/ loss | (444) | (64) | 149 | (25) |
Loss on changes in guarantee liabilities | 1,542 | 233 | ||
Deferred income taxes | (5,451) | (790) | (1,032) | |
Non-cash lease expense | 157 | |||
Change in fair value of warrant liability | (11,219) | (1,627) | 0 | 0 |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (1,127) | (163) | 6,504 | (7,390) |
Prepayment and other current assets | 5,151 | 747 | (4,177) | 13,638 |
Accounts payable | (24,269) | (3,519) | 7,782 | 15,970 |
Advance from customers | (11,706) | (1,697) | (6,065) | 15,296 |
Salary and welfare benefits payable | (6,926) | (1,004) | (12,977) | (16,041) |
Deferred revenue | (2,361) | (342) | 1,720 | |
Other taxes payable | 2,905 | 421 | (1,170) | 876 |
Other current liabilities | (8,029) | (1,165) | (17,257) | (2,130) |
Net Cash Provided by (Used in) Operating Activities | (109,700) | (15,901) | (92,255) | (88,854) |
Cash flows from investing activities: | ||||
Purchase of property, equipment and software, and other non-current assets | (212) | (31) | (968) | (2,048) |
Placement of time deposits | (141,016) | |||
Cash paid for short-term investments | (7,105) | |||
Cash paid for long-term investments | (2,250) | (700) | ||
Cash received from maturity of time deposits | 45,674 | 166,192 | ||
Cash received from disposal of long-term investments | 5,400 | 250 | ||
Cash received from acquisition of a subsidiary | 1,330 | |||
Cash received from disposal of short-term investments | 20,795 | |||
Net cash generated from/ (used in) investing activities | (212) | (31) | 47,856 | 37,698 |
Cash flows from financing activities: | ||||
Cash received from borrowings | 6,169 | 894 | 10,000 | 3,000 |
Cash repayments of short-term borrowings | (8,454) | (1,226) | (3,000) | (3,000) |
Proceeds of offering, net of listing fee | 93,526 | 13,560 | ||
Cash paid from other financing activities | (63) | |||
Net cash (used in)/generated from financing activities | 91,241 | 13,228 | 7,000 | (63) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,805) | (262) | (5,048) | (4,485) |
Net decrease in cash, cash equivalents and restricted cash | (20,455) | (2,966) | (42,447) | (55,704) |
Cash, cash equivalents and restricted cash at end of the year | 97,298 | 14,107 | 139,745 | 195,449 |
Including : | ||||
Cash, cash equivalents and restricted cash at beginning of the year | 63,461 | 9,201 | 109,916 | 193,920 |
Restricted cash at the beginning of the year | 33,837 | 4,906 | 29,829 | 1,529 |
Restricted cash at the beginning of the year | 76,843 | 11,141 | 97,298 | 139,745 |
Including : | ||||
Cash and cash equivalents at the end of the year | 69,895 | 10,100 | 63,461 | 109,916 |
Restricted cash at the end of the year | 6,948 | 1,007 | 33,837 | 29,829 |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest expense | (214) | (31) | (182) | (61) |
Cash paid for amounts included in the measurement of operating lease liabilities | 5,569 | ¥ 6,007 | ||
Supplemental schedule of non-cash investing and financing activities: | ||||
Right-of-use assets obtained in exchange for new operating lease liabilities | ¥ 13,152 | $ 1,907 | 10,801 | |
Bridge loan credited into cash portion of acquisition (Note 3) | 99,896 | |||
Equity consideration of the acquisition (Note 3) | ¥ 16,969 |
Organization and Reorganization
Organization and Reorganization | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Reorganization | |
Organization and Reorganization | 1. TuanChe Limited (the “Company”) was incorporated in the Cayman Islands on September 28, 2012. The Company is a holding company and conducts its business mainly through its subsidiaries, variable interest entities (“VIEs”) and subsidiaries of VIEs (collectively referred to as the “Group”). The Group commenced operations through TuanChe Internet, a PRC company established by several PRC citizens in May 2012. TuanChe Internet holds an Internet Content Provider (“ICP”) license to operate Tuanche.com that provides internet information services to automobile manufacturers, car dealers and consumers. The Group is primarily engaged in the operation of providing auto shows, special promotion events services, referral service for a commercial bank, online marketing services and other related businesses in the People’s Republic of China (the “PRC” or “China”). The Group commenced its auto shows business from the fourth quarter of 2016. In June 2018, the Group commenced its virtual dealership business, marketing information services and demand-side platform services. In January 2019, the Group commenced its special promotion events business. In October 2019, the Group commenced its referral services in collaboration with a commercial bank. In the first quarter of 2020, the Group acquired Longye International Limited (“Longye”) and commenced a subscription and support service, and it also commenced its live streaming promotion events services and customer referral services. As of December 31, 2022, the Company’s major subsidiaries, major VIEs and major subsidiaries of VIEs are as follows: Place and Percentage of year of direct or indirect Major Subsidiaries incorporation economic ownership Principal activities TuanChe Information Limited (“TuanChe Information”) Hong Kong, PRC 2012 100 Investment holding TuanYuan Internet Technology (Beijing) Co., Ltd. (“TuanYuan”) Beijing, PRC 2013 100 Technical support and consulting services, auto shows, special promotion events, online marketing services Longye International Limited (“Longye”) Cayman Islands 2018 100 Investment holding Long Ye Information Technology Limited Hong Kong, PRC 2018 100 Investment holding Beijing Sangu Maolu Information Technology Co., Ltd. (“Sangu Maolu”) Beijing, PRC 2019 100 Technical support and consulting services Chema Technology (Beijing) Co., Ltd. (“Chema”) Beijing, PRC 2018 100 Technical support and consulting services Place and Percentage of year of direct or indirect Major VIEs incorporation economic ownership Principal activities TuanChe Internet Information Service (Beijing) Co., Ltd. (“TuanChe Internet”) Beijing, PRC 2012 100 Auto shows, special promotion events, online marketing services Shenzhen Drive New Media Co., Ltd. (“Drive New Media”) Shenzhen, PRC 2013 100 Subscription and support services Beijing Internet Drive Technology Co., Ltd. (“Internet Drive Technology”) Beijing, PRC 2018 100 Technical support and consulting services Tansuojixian Technology (Beijing) Co., Ltd. (“Tansuojixian”) Beijing, PRC 2018 100 Technical support and consulting services 1. Place and Percentage of year of direct or indirect Major subsidiaries of VIEs incorporation economic ownership Principal activities TuanChe (Beijing) Automobile Sales Service Co., Ltd. (“TuanChe Automobile”) Beijing, PRC 2015 100 Remain dormant Aikesipo Exhibition Display (Tianjin) Co., Ltd. Tianjin, PRC 2017 100 Auto shows Contractual arrangements with VIEs PRC laws and regulations place certain restrictions on foreign investment in value-added telecommunication service businesses. The Group conduct operations in the PRC partially through TuanChe Internet, Drive New Media, Internet Drive Technology and Tansuojixian, which are variable interest entities, or VIEs, and their subsidiaries, collectively referred to as consolidated affiliated entities. The Group have entered into a series of contractual arrangements, through TuanYuan, Sangu Maolu and Chema, or its WFOEs, with each of its VIEs and their respective shareholders, respectively. The contractual arrangements, as described in more detail below, collectively allow the Group to: ● exercise effective control over each of consolidated affiliated entities; ● receive substantially all of the economic benefits of consolidated affiliated entities; and ● have an exclusive call option to purchase all or part of the equity interests in and/or assets of each of VIEs when and to the extent permitted by PRC laws. As a result of these contractual arrangements, the Company is the primary beneficiary of VIEs and subsidiaries of VIEs, and, therefore, has consolidated the financial results of VIEs and subsidiaries of VIEs in its consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Below is a summary of the currently effective contractual arrangements by and among our VIEs, WFOEs and their respective shareholders. Exclusive Business Cooperation Agreement Pursuant to the exclusive business cooperation agreement between each of its VIEs and the applicable WFOE, the respective WFOE has the exclusive right to provide or designate any third party to provide, among other things, comprehensive business support, technical support and consulting services to VIEs. In exchange, VIEs pay service fees to the respective WFOE in an amount determined at such WFOE’s discretion. Without the prior written consent of the applicable WFOE, VIEs cannot accept any consulting and/or services provided by or establish similar cooperation relationship with any third party. Such WFOE owns the exclusive intellectual property rights created as a result of the performance of this agreement. The agreement shall remain effective unless unilaterally terminated by such WFOE with a written notice or pursuant to other provisions of the agreement, whereas VIEs do not have any right to unilaterally terminate the exclusive business cooperation agreement. 1. Contractual arrangements with VIEs (Continued) Exclusive Call Option Agreement Under the exclusive call option agreement among the applicable WFOE, each of its VIEs and their respective shareholders, each of the shareholders of VIEs irrevocably granted such WFOE a right to purchase, or designate a third party to purchase, all or any part of their equity interests in VIEs at a purchase price equal to the lowest price permissible by the then-applicable PRC laws and regulations at such WFOE’s sole and absolute discretion to the extent permitted by PRC law. The shareholders of VIEs shall promptly give all considerations they received from the exercise of the options to WFOEs (as applicable). Without the applicable WFOE’s prior written consent, VIEs and their respective shareholders shall not enter into any major contract except for those entered in the daily business operations. Without the applicable WFOE’s prior written consent, VIEs and their respective shareholders shall not sell, transfer, license or otherwise dispose of any of VIEs’ assets or allow any encumbrance of any assets. VIEs shall not be dissolved or liquidated without the written consent by the applicable WFOE. This agreement shall remain in effect and VIEs do not have any right to unilaterally terminate the exclusive call option agreement. Equity Pledge Agreement Under the equity interest pledge agreement among the applicable WFOE, each of VIEs and their respective shareholders, VIEs’ shareholders pledged all of their equity of VIEs to WFOEs as security for performance of the obligations of VIEs and their respective shareholders under the exclusive call option agreement, the exclusive business cooperation agreement and the powers of attorney. If any of the specified events of default occurs, the respective WFOE may exercise the right to enforce the pledge immediately. Such WFOE may transfer all or any of its rights and obligations under the equity pledge agreement to its designee(s) at any time. The equity pledge agreement is binding on VIEs’ shareholders and their successors. The equity pledge agreement shall remain in effect and VIEs do not have any right to unilaterally terminate the equity interest pledge agreement. Powers of Attorney Pursuant to the powers of attorney executed by the shareholders of VIEs, each of them irrevocably authorized the applicable WFOE to act on their respective behalf as exclusive agent and attorney, with respect to all rights of shareholders concerning all the equity interest held by each of them in VIEs, including but not limited to the right to attend shareholder meetings on behalf of such shareholder, the right to exercise all shareholder rights and the voting rights (including the right to sell, transfer, pledge and dispose of all or a portion of the equity interests held by such shareholder), and the right to appoint legal representatives, directors, supervisors and chief executive officers and other senior management. Spousal Consent Letters Pursuant to the spousal consent letters, each of the spouses of the individual shareholders of VIEs unconditionally and irrevocably agrees that the equity interest in VIEs held by and registered in the name of his or her respective spouse will be disposed of pursuant to the relevant equity pledge agreement, the exclusive call option agreement and the powers of attorney. In addition, each of them agrees not to assert any rights over the equity interest in VIEs held by his or her respective spouse. In addition, in the event that any of them obtains any equity interest in VIEs held by his or her respective spouse for any reason, such spouse agrees to be bound by similar obligations and agreed to enter into similar contractual arrangements. 1. Risks in relation to the VIE structure A significant part of the Company’s business is conducted through the VIEs of the Group, of which the Company is the ultimate primary beneficiary. In the opinion of management, the contractual arrangements with the VIEs and the nominee shareholders are in compliance with PRC laws and regulations and are legally binding and enforceable. The nominee shareholders are also shareholders of the Group and have indicated they will not act contrary to the contractual arrangements. However, there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the contractual arrangements, which could limit the Group’s ability to enforce these contractual arrangements and if the nominee shareholders of the VIEs were to reduce their interests in the Group, their interest may diverge from that of the Group and that may potentially increase the risk that they would seek to act contrary to the contractual arrangements. The Company’s ability to control the VIEs also depends on the Power of Attorney the shareholders have to vote on all matters requiring shareholder approval in the VIEs. As noted above, the Company believes these Power of Attorney are legally enforceable but may not be as effective as direct equity ownership. In addition, if the Group’s corporate structure or the contractual arrangements with the VIEs were found to be in violation of any existing or future PRC laws and regulations, the PRC regulatory authorities could, within their respective jurisdictions: ● revoke the Group’s business and operating licenses ● require the Group to discontinue or restrict its operations; ● restrict the Group’s right to collect revenues; ● block the Group’s websites; ● require the Group to restructure the operations, re-apply for the necessary licenses or relocate the Group’s businesses, staff and assets; ● impose additional conditions or requirements with which the Group may not be able to comply; or ● take other regulatory or enforcement actions against the Group that could be harmful to the Group’s business. 1. Risks in relation to the VIE structure (Continued) The imposition of any of these restrictions or actions could result in a material adverse effect on the Group’s ability to conduct its business. In such case, the Group may not be able to operate or control the VIEs, which may result in deconsolidation of the VIEs in the Group’s consolidated financial statements. In the opinion of the Company’s management, the likelihood for the Group to lose such ability is remote based on current facts and circumstances. The Group believes that the contractual arrangements among each of the VIEs, their respective shareholders and relevant wholly foreign owned enterprise are in compliance with PRC law and are legally enforceable. The Group’s operations depend on the VIEs to honor their contractual arrangements with the Group. These contractual arrangements are governed by PRC law and disputes arising out of these agreements are expected to be decided by arbitration in the PRC. Management believes that each of the contractual arrangements constitutes valid and legally binding obligations of each party to such contractual arrangements under PRC laws. However, the interpretation and implementation of the laws and regulations in the PRC and their application on the legality, binding effect and enforceability of contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the contractual arrangements. Meanwhile, since the PRC legal system continues to evolve, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involve uncertainties, which may limit legal protections available to the Group to enforce the contractual arrangements should the VIEs or the nominee shareholders of the VIEs fail to perform their obligations under those arrangements. On February 17, 2023, the Chinese Securities Regulatory Commission (“CSRC”) promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and five relevant guidelines, which will become effective on March 31, 2023. At the press conference held for the Overseas Listing Trial Measures on the same day, officials from the CSRC clarified that, as for companies seeking overseas listing with contractual arrangements, the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of such companies if they duly meet the compliance requirements, and support the development and growth of these companies by enabling them to utilize two markets and two kinds of resources. If the Group’s PRC subsidiaries and the VIEs fail to complete the filing with the CSRC in a timely manner, or at all, for any future offering or any other capital raising activities, which are subject to the filings under the Overseas Listing Trial Measures, due to the Group’s contractual arrangements, the Group’s ability to raise or utilize funds could be materially and adversely affected, and the Group may even need to unwind the contractual arrangements or restructure the business operations to rectify the failure to complete the filings. However, given that the Overseas Listing Trial Measures were recently promulgated, there remains substantial uncertainties as to their interpretation, application, and enforcement and how they will affect the Group’s operations and future financing. 1. Risks in relation to the VIE structure (Continued) The following combined financial information of the Group’s VIEs as of December 31, 2021 and 2022 and for the years ended December 31, 2020, 2021 and 2022 were included in the accompanying consolidated financial statements of the Group as follows: As of December 31, 2021 2022 RMB RMB ASSETS Current assets: Cash and cash equivalents 4,974 6,172 Amount due from the subsidiaries of the Group 91,767 117,489 Other current assets 29,100 51,126 Total current assets 125,841 174,787 Non-current assets: Property, equipment and software, net 379 — Long-term investments 5,357 5,383 Other non-current assets 1,025 1,045 Total non-current assets 6,761 6,428 TOTAL ASSETS 132,602 181,215 Current liabilities: Short term borrowings 4,000 1,169 Accounts payable 395 818 Advance from customers 4,321 2,986 Salary and welfare benefits payable 24,047 21,803 Other taxes payable 12,323 15,119 Short-term operating lease liabilities 1,025 652 Current portion of deferred revenue 4,139 1,345 Other current liabilities 3,816 2,508 Account due to subsidiaries of the Group 253,003 266,679 Total current liabilities 307,069 313,079 Long-term borrowings — 1,546 Long-term operating lease liabilities — 605 Non-current portion of deferred revenue 98 18 Total non-current liabilities 98 2,169 TOTAL LIABILITIES 307,167 315,248 For the year ended December 31, December 31, December 31, 2020 2021 2022 RMB RMB RMB Net revenues 104,819 93,975 95,382 Net (loss)/ income (3,462) (30,565) 19,775 For the year ended December 31, December 31, December 31, 2020 2021 2022 RMB RMB RMB Net cash (used in)/generated from operating activities (4,945) (22,124) 2,483 Net cash generated from investing activities 12,050 2,920 — Net cash (used in)/generated from financing activities (63) 4,000 (1,285) Net increase/(decrease) in cash, cash equivalent and restricted cash 7,042 (15,204) 1,198 1. Risks in relation to the VIE structure (Continued) In accordance with various contractual agreements, the Company has the power to direct the activities of the VIEs and subsidiaries of VIEs and can have assets transferred out of the VIEs. Therefore, the Company considers that there are no assets in the respective VIEs that can be used only to settle obligations of the respective VIEs, except for the registered capital of the VIEs amounting to approximately RMB40.1 million and RMB40.1 million as of December 31, 2021 and 2022, respectively. As the respective VIEs are incorporated as limited liability companies under the PRC Company Law, creditors do not have recourse to the general credit of the Company for the liabilities of the respective VIEs. There is currently no contractual arrangement that would require the Company to provide additional financial support to the VIEs. As the Group is conducting certain businesses in the PRC through the VIEs, the Group may provide additional financial support on a discretionary basis in the future, which could expose the Group to a loss. There is no VIE in the Group where the Company or any subsidiary has a variable interest but is not the primary beneficiary. |
Going Concern and impact of COV
Going Concern and impact of COVID-19 pandemic | 12 Months Ended |
Dec. 31, 2022 | |
Going Concern and impact of COVID-19 pandemic | |
Going Concern and impact of COVID-19 pandemic | 2. Going Concern and impact of COVID-19 pandemic The Group has incurred recurring operating losses since its inception, including net losses of RMB163.5 million, RMB101.9 million and RMB158.1 million for the years ended December 31, 2020, 2021 and 2022, respectively. Net cash used in operating activities were RMB88.9 million, RMB92.3 million and RMB109.7 million for the years ended December 31, 2020, 2021 and 2022, respectively. Accumulated deficit was RMB1,141.8 million as of December 31, 2022, respectively. As of December 31, 2022, the Company had cash and cash equivalents of RMB69.9 million (US$10.1 million). The COVID-19 pandemic, especially the high cancelation rate of planned offline auto shows due to COVID-19 negatively impacted the Group’s business operations for the years ended December 31, 2021 and 2022. Currently, although the restrict regulation on the COVID-19 has been removed in mainland China, the Company has already been significant adversely impacted by the COVID-19 in the past three years. The Company has to recovery its business gradually by implementing the management plans. These conditions raise substantial doubt about the Group’s ability to continue as a going concern. Historically, the Group has relied principally on both operational sources of cash and non-operational sources of financing from investors to fund its operations and business development. The Group’s ability to continue as a going concern is dependent on management’s ability to successfully execute its business plan which includes increasing the utilization rate of existed staffs and potential financing from public market or private placement. If the Group fails to achieve the goals, the Group may need additional financing to execute its business plan. If additional financing is required, the Group cannot predict whether this additional financing will be in the form of equity, debt, or another form, and the Group may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that financing sources are not available, or that the Group is unsuccessful in increasing its gross profit margin and reducing operating losses, the Group may be unable to implement its current plans for expansion, repay debt obligations or respond to competitive pressures, any of which would have a material adverse effect on the Group’s business, financial condition and results of operations and would materially adversely affect its ability to continue as a going concern. The Group’s consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments that might result from the outcome of such uncertainties. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | 3. a) The consolidated financial statements of the Group have been prepared in accordance with U.S. GAAP. Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below. 3. b) The Company changed the presentation of revenue within its consolidated statements of operations retrospectively. Disaggregation of revenue has been changed due to the business development. Amounts for the comparative prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported net income or financial position and do not represent a restatement of any previously reported financial results. c) The consolidated financial statements include the financial statements of the Company, its subsidiaries, VIEs and subsidiaries of VIEs for which the Company is the primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of the board of directors, or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. A consolidated VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, has the power to direct the activities that most significantly impact the entity’s economic performance, bears the risks of and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. All transactions and balances among the Company, its subsidiaries, VIEs and subsidiaries of VIEs have been eliminated upon consolidation. d) The preparation of the Group’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the balance sheet date and reported revenues and expenses during the reported periods in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but are not limited to determining the provision for accounts receivable, provision for prepayment and other current assets, assessment for valuation allowance of deferred tax assets, valuation and recognition of share-based compensation expenses, impairment assessment on goodwill and long-lived assets, long-term investments, valuation of warrant liabilities and initial measurement of guarantee liabilities at fair value. e) The Group uses Renminbi (“RMB”) as its reporting currency. The functional currency of the Company and its overseas subsidiaries which incorporated in the Cayman Islands and Hong Kong is United States dollars (“US$”). The functional currency of the Group’s PRC entities is RMB. In the consolidated financial statements, the financial information of the Company and other entities located outside of the PRC have been translated into RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, and expenses, gains and loss are translated using the average rate for the year. Translation adjustments are reported as foreign currency translation adjustments, and are shown as a component of other comprehensive income/(loss) in the consolidated statements of operations and comprehensive loss. 3. e) Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the applicable exchange rates at the balance sheet dates. Net gains and loss resulting from foreign exchange transactions are included in foreign exchange loss in the consolidated statements of operations and comprehensive loss. f) Translations of balances in the consolidated balance sheets, consolidated statements of operations and comprehensive loss and consolidated statements of cash flows from RMB into US$ as of and for the year ended December 31, 2022 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.8972 representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 30, 2022. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2022, or at any other rate. g) Fair value measurements Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. ● Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Group’s financial instruments include cash and cash equivalents, restricted cash, accounts and notes receivable, prepayment and other current assets, long-term investments, short-term borrowings, accounts payable, other payables, guarantee liabilities and other liabilities of which the carrying values approximate their fair value due to their short term in nature and other liabilities. The fair value of warrant liability was determined using the Black Scholes Model, with level 3 inputs (Note 22). 3. h) Cash and cash equivalents mainly represent cash on hand, demand deposits placed with large reputable banks in the United States of America or China, and highly liquid investments that are readily convertible to known amounts of cash and with original maturities from the date of purchase with terms of three months or less. As of December 31, 2021 and 2022, there were cash at bank and demand deposits with terms of less than three months denominated in US dollars amounting to approximately US$8.4 million and US$8.8 million, respectively (equivalent to approximately RMB53.4 million and RMB61.1 million, respectively). As of December 31, 2021 and 2022, the Group had approximately RMB21.6 million and RMB12.7 million cash and cash equivalents held by its PRC subsidiaries, VIEs and subsidiaries of VIEs, representing 34.1% and 18.2% of total cash and cash equivalents of the Group, respectively. As of December 31, 2021 and 2022, the Company had a restricted cash balance approximately RMB33.8 million and RMB6.9 million, respectively, which are security deposits for the referral services in collaboration with a commercial bank and ancillary services. i) The carrying value of accounts receivable is reduced by an allowance that reflects the Group’s best estimate of the amounts that will not be collected. An allowance for doubtful accounts is recorded in the period when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt rates, accounts aging, financial conditions of the customer and industry trends. Starting from January 1, 2021, the Group adopted ASU No. 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments j) Property, equipment and software are stated at cost less accumulated depreciation and impairment, if any. Depreciation is computed using the straight-line method over the Category Estimated useful life Furniture and electronic equipment 3 years Vehicles 10 years Software 5 years Leasehold improvements Shorter of expected lives of leasehold improvements and lease term Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property, equipment and software is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of operations and comprehensive loss. 3. k) Intangible assets are carried at cost less accumulated amortization and any recorded impairment. Intangible assets acquired in a business combination were recognized initially at fair value at the date of acquisition. Intangible assets with finite useful lives are amortized using a straight-line method of amortization that reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed. The estimated useful life for the intangible assets is as follows: Category Estimated useful life Customer relationships 3 years Trade names 10 years Developed technology 7 years l) For equity investments which the Company does not have significant influence, and whose fair value is not readily determinable, the cost less impairment accounting is applied (“measurement alternative”). Gain or loss are realized when such investment is sold or when dividends are declared or payments are received. Investments in entities in which the Company can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting in accordance with ASC Topic 323 Investments-Equity Method and Joint Ventures The Company evaluates its equity investments for impairment at each reporting date, or more frequently if events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when determining whether an investment has been other-than-temporarily-impaired, include, but are not limited to, the length of the time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to retain the investment until the recovery of its cost. m) Goodwill represents the excess of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an acquired business. The Group’s goodwill at December 31, 2021 and 2022 was related to its acquisition of Longye in January 2020 (Note 4). In accordance with ASC 350, Goodwill and Other Intangible Assets, recorded goodwill amounts are not amortized, but rather are tested for impairment annually or more frequently if there are indicators of impairment present. Goodwill is tested for impairment at the reporting unit level on an annual basis (December 31 for the Group) and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstances include a significant change in stock prices, business environment, legal factors, financial performances, competition, or events affecting the reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fair value of reporting unit using a discounted cash flow methodology also requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Group’s business, estimation of the useful life over which cash flows will occur, and determination of the Group’s weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for the reporting unit. 3. m) Management has determined that the Group has one reporting unit within the entity at which goodwill is monitored for internal management purposes. Starting from January 1, 2020, the Group adopted ASU 2017-04, which simplifies the accounting for goodwill impairment by eliminating Step 2 from the goodwill impairment test. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining an implied fair value in Step 2 to measure the impairment loss. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using the quantitative impairment test approach at the reporting unit level. Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount as of December 31, 2021 and 2022. Therefore, management performed quantitative assessment, nil, nil and RMB69.9 million impairment loss was recognized for the years ended December 31, 2020, 2021 and 2022, respectively, as the carrying value of the reporting unit is in excess of its fair value for the year ended December 31, 2022. If the Group reorganizes its reporting structure in a manner that changes the composition of its reporting units, goodwill is reassigned based on the relative fair value of each of the affected reporting units. n) Long-lived assets or asset group, including intangible assets with finite lives, are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. The Group recognized nil, nil and RMB19.7 million impairment charge related to long-lived assets for the years ended December 31, 2020, 2021 and 2022, respectively. o) The Group recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services using the five steps defined under ASC Topic 606. The Group determines revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, the Group satisfies a performance obligation Revenue is recognized upon transfer of control of promised goods or services to a customer. Revenue is recorded net of Value Added Tax (“VAT”) and related surcharges collected from customers, which are subsequently remitted to government authorities. 3. o) Offline marketing services revenue Auto shows revenue The Group’s online website and offline infrastructure allow them to organize auto shows, which aim at facilitating transactions between consumers and industry customers that includes auto dealers, automakers and automotive service providers. The Group charges a fixed admission fee per auto show event from its industry customers for arranging, decorating and providing booth space at auto shows. The Group has identified one performance obligation for the transaction - providing a decorated venue for auto dealers, automakers and automotive service providers, as the individual service promised in auto show contracts are not distinct individually. As the Group has control of the auto show services and discretion in establishing the price of auto show admission fee to auto dealers, automakers and other automotive service providers, it is considered to be a principal in accordance with ASC 606. The auto shows revenue is recognized on a straight-line basis over the period of the contract, which is usually from two days to four days, when the services are provided. Special promotion events revenue The Group provides integrated services to support auto dealers’ own special promotion events during a specific period. The services include event planning and execution, marketing, training and onsite coaching, etc. The Group charges a fixed service fee per special promotion event. The Group has identified one performance obligation as the individual service promised in service contracts are not distinct individually. As the Group has control of the service and discretion in establishing the price of the fee to auto dealers, it is considered to be a principal in accordance with ASC 606. The special promotion events revenue is recognized on a straight-line basis over the promotion period of the contract, which is usually one week, when the services are provided. Referral service for commercial bank revenue In October 2019, the Group commenced its auto loan referral services in collaboration with a commercial bank. The referral services provided to the bank include (i) referral services and (ii) periodic guarantee for the following time periods: (a) from the date of loan issuance by the commercial bank to the consumer to the date when the consumer’s vehicle mortgage registration is completed (the mortgage registration procedures should be completed within 120 days after the loan issuance) and (b) no overdue of more than 30 days for any of the first 3 monthly repayment. The referral service and periodic guarantee are two separate performance obligations that meet the criteria to be considered distinct, of which, referral services revenue is recognized at a point in time upon the delivery of the services and a guarantee liability is recorded at fair value at inception of the loans. Revenue from the periodic guarantee is recognized by a systematic and rational amortization method over the term of guarantee period. The Company has ceased the cooperation since April 2022. One component of the transaction price is based on the loan performance of the following 12 months since the auto loans were released and the transaction price will be entitled to be received upon the loan performance meet specific criteria. The Group identified that one component as a variable consideration and the Group recognized the revenue when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. 3. Significant Accounting Policies (Continued) o) Revenue recognition (Continued) Online marketing services revenue The Group’s online marketing services revenue primarily include (i) live streaming promotion events services, (ii) customer referral services, (iii) marketing information services and (iv) demand-side platform services. The Group commenced its live streaming promotion events services from the first quarter of 2020, holding promotional events on the live streaming platform of Zhejiang Tmall Technology Co., Ltd. (“Tmall”), which aims at facilitating transactions between consumers and industry customers that includes auto dealers, automakers and automotive service providers. The Group identified only one performance obligation that is to provide the industry customers with arranging, decorating and providing the platform for live show. The Group charges a fixed admission fee per live streaming promotion event from its industry customers. As the Group has control of the services and discretion in establishing the price of live streaming promotion admission fee to auto dealers, automakers and other automotive service providers, it is considered to be a principal in accordance with ASC 606. The live streaming promotion events services revenue is recognized on a straight-line basis over the promotion period of the contract, which is usually one week, when the services are provided. 3. o) Other revenue The Group also commenced its customer referral services from the first quarter of 2020 by referring its industry customers to Beijing Baidu Netcom Science Technology Co., Ltd. (“Baidu”) to use the membership services of a Baidu’s auto content distribution platform. The Group identified only one performance obligation that is to provide referral service to Baidu. The Group charges Baidu a fixed rate commission fee based on the membership fee amount for the services rendered. Revenue is recognized at point-in-time when the industry customers successfully register as a membership of Baidu’s auto content distribution platform. For the marketing information services, the Group generates consumers’ demand information through its online channels and provides to the industry customers upon consumers’ consent. The Group identified only one performance obligation that is to provide consumer’s demand information to the industry customers. The marketing information service fee is charged based on the quantity of consumers’ demand information delivered. Revenue is recognized at a point in time upon the delivery of such consumers’ demand information. On January 13, 2020, the Company completed the acquisition of Longye (Note 4), a Software-as-a-Service (“SaaS”) company who mainly provides subscription and support services to industry customers, including auto dealers, automakers and automotive service providers, with access to cloud services, software licenses and related support and updates during the term of the arrangement. Cloud services allow industry customers to use the Group’s multi-tenant software without taking possession of the software. The Group identified the only one performance obligation that is to provide integrated cloud services to industry customers. The Group initially records the subscription and support services fee as deferred revenue upon receipt and then recognizes the revenue on a straight-line basis over the service period, which is usually from one year to five years. The subscription and support services revenue is recognized on a straight-line basis over the period of the contract when the services are provided. Starting from August 2021, the Group provides aftermarket promotion service to support auto dealers’ aftermarket promotion events during a period. The Group identified one performance obligation that is to provide promotion support services to industry customers. The promotion support service revenue is recognized over the period of the contract when the services are provided. Contract balances Contract liabilities primarily result from the timing difference between the Group’s satisfaction of performance obligation and the customers’ payment. Substantial all auto show revenue and referral service for commercial bank revenue and SaaS revenue are recognized over time during the years ended December 31, 2020, 2021 and 2022. Contract liabilities included in advance from customers and deferred revenue in the Group’s consolidated balance sheets. The Group’s total unearned revenues were RMB19.1 million and RMB5.1 million as of December 31, 2021 and 2022, respectively. During the years ended December 31, 2022, 2021 and 2020, the Group recognized RMB14.9 million, RMB23.7 million and RMB3.5 million as revenue that was included in the balance of advance from customers at January 1, 2022, 2021 and 2020, respectively. Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent amounts invoiced and revenues recognized prior to invoicing when the Group has satisfied the Group’s performance obligation and has the unconditional rights to payment. The Group applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Group has no material incremental costs of obtaining contracts with customers that the Group expects the benefit of those costs to be longer than one year which need to be recognized as assets. 3. p) Costs of revenues, consist primarily of rental costs for auto show venues, venue set-up costs, security costs and other direct costs. The cost of revenue also consists of sales lead information acquisition cost for online marketing services. q) Research and development expenses mainly consist of payroll-related expenses incurred for the employees who develop and enhance the Group’s websites and platform of applications. The Group recognizes these expenses when incurred, unless they qualify for capitalization as software development costs. r) Selling and marketing expenses consist primarily of advertising and promotional expenses, salaries and other compensation-related expenses for the Group’s sales and marketing personnel. Advertising and promotional expenses consist primarily of costs for the promotion of corporate image, online and offline events. The Group expenses all advertising and promotional expenses as incurred and classifies them under selling and marketing expenses. For the years ended December 31, 2020, 2021 and 2022, the advertising and promotional expenses were RMB156.6 million, RMB140.1 million and RMB57.6 million, respectively. s) In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). Further, as a clarification of the new guidance, the FASB issued several amendments and updates. The Group adopted the new lease guidance in 2020 by applying the modified retrospective method to those contracts that are not completed as of December 31, 2020, with the comparative information not being adjusted and continues to be reported under historic accounting standards. There is no impact to retained earnings at adoption. The Group has elected to utilize the package of practical expedients at the time of adoption, which allows the Group to (1) not reassess whether any expired or existing contracts are or contain leases, (2) not reassess the lease classification of any expired or existing leases, and (3) not reassess initial direct costs for any existing leases. The Company also has elected to utilize the short-term lease recognition exemption and, for those leases with a lease term of 12 months or less, the Group did not recognize operating lease right-of-use (“ROU”) assets or operating lease liabilities. The Group determines if an arrangement is a lease and determines the classification of the lease, as either operating or finance, at commencement. The Group has operating leases for office spaces and venues for auto shows and has no finance leases as of December 31, 2021 and 2022. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the lease payments over the lease term at commencement date. As the Group’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at the commencement date, to determine the present value of lease payments. The incremental borrowing rate approximates the rate the Group would pay to borrow in the currency of the lease payments for the weighted-average life of the lease. The operating lease ROU assets also include any lease payments made prior to lease commencement and exclude lease incentives and initial direct costs incurred if any. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. If there are lease agreements that contain both lease and non-lease components, they are accounted for separately based on their relative standalone price. 3. t) Share-based compensation expenses arise from share-based awards, including share options for the purchase of ordinary shares and restricted shares. The Company accounts for share-based awards granted to employees and nonemployee in accordance with ASC 718 Compensation-Stock Compensation If a share-based award is modified after the grant date, the Group evaluates for such modifications in accordance with ASC 718 Compensation—Stock Compensation, u) The Company’s subsidiaries, VIEs and subsidiaries of VIEs incorporated in China participate in a government-mandated multi-employer defined contribution plan under which certain retirement, medical, housing and other welfare benefits are provided to employees. Chinese labor regulations require the Company’s Chinese subsidiaries, VIEs and subsidiaries of VIEs to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; hence, the Group has no further commitments beyond its monthly contribution. 3. v) Income taxes Current income taxes are provided on the basis of income/(loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any tax loss and tax credit carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of operations and comprehensive loss in the period the change in tax rates or tax laws is enacted. A valuation allowance is provided to reduce the amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income tax assets will not be realized. Uncertain tax positions In order to assess uncertain tax positions, the Group applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the large |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2022 | |
Acquisition | |
Acquisition | 4. On January 13, 2020 (the “Closing Date”), the Company completed the acquisition of Longye. The Company acquired the entire equity interest in Longye for a consideration of RMB117 million. Pursuant to the Share Purchase Agreement (the “Agreement”), the Company (1) credited a previous bridge loan to Mr. Li Mingyou (Longye’s founder) of RMB100 million to the cash portion of the purchase price, and (2) issued 8,366,444 Class A ordinary shares (2,092,000 ADSs, calculated by dividing a U.S.-dollar equivalent of RMB100 million by the average closing price of the Company’s shares during the 30-day period ended on May 10, 2019) of the Company to the sellers of Longye. As of the Closing Date, 20% of the consideration shares were released to the sellers, while the remaining consideration shares are subject to contractual restrictions on transfer from sellers to others. On January 1, 2021, and January 1, 2022, the transfer restrictions related to 30% and 50% of the total consideration shares were lifted and released to the sellers, respectively. The acquisition was accounted for as a business combination. The financial position and results of operation of Longye and its subsidiaries have been included in the Group’s consolidated financial statements from the Closing Date. Total purchase price for the acquisition comprised of: Amount RMB Total Cash consideration 99,896 Plus: Fair value of equity consideration as of acquisition date 16,969 Purchase consideration 116,865 The Group made estimates and judgments in determining the fair value of the assets acquired and liabilities assumed with the assistance from an independent valuation firm. The purchase price allocation as the date of the acquisition is as follows: Amount Amortization RMB Period Intangible assets Customer relationships 3,300 3 years Trade names 4,822 10 years Developed technology 17,833 7 years Goodwill 115,414 Net liabilities assumed (18,021) Deferred tax liabilities (6,483) 116,865 The excess of purchase price over net tangible liabilities, identifiable intangible assets acquired and liabilities assumed was recorded as goodwill. Goodwill primarily represents the expected synergies from combining the Longye’s resources and experiences in the SaaS industry with the Group’s current business. The goodwill is not expected to be deductible for tax purposes. The following table presents the Group’s goodwill as of the respective balance sheet dates: December 31, 2021 December 31, 2022 RMB RMB Goodwill 115,414 115,414 Less: impairment — (69,853) Goodwill, net 115,414 45,561 Neither the results of operations since the acquisition dates nor the pro forma results of operations of the acquirees were presented because the effects of the business combinations were not significant to the Company’s consolidated results of operations. |
Accounts and notes receivables,
Accounts and notes receivables, net | 12 Months Ended |
Dec. 31, 2022 | |
Accounts and notes receivables, net | |
Accounts and notes receivables, net | 5. Accounts and notes receivables are consisted of the following: December 31, 2021 December 31, 2022 RMB RMB Notes receivable 4,588 505 Accounts receivable 78,332 80,845 Less: allowance for doubtful accounts (34,969) (31,381) Accounts receivable, net 47,951 49,969 The following table sets out movements of the allowance for doubtful accounts for the years ended December 31, 2020, 2021 and 2022: December 31, 2020 December 31, 2021 December 31, 2022 RMB RMB RMB Balance at the beginning of the year 14,175 23,298 34,969 Additions/(reversal) 13,654 11,671 (892) Write-off (4,531) — (2,696) Balance at the end of the year 23,298 34,969 31,381 |
Prepayment and other current as
Prepayment and other current assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Prepayment and other current assets, net | |
Prepayment and other current assets, net | 6. The following is a summary of prepayments and other current assets: December 31, 2021 December 31, 2022 RMB RMB Deductible VAT 1,211 1,625 Deposits 7,640 7,984 Receivables due from third-party online payment platforms 6,533 1,197 Staff advances 1,306 1,336 Prepaid promotion expenses 49,614 40,295 Receivable from borrowers for the guarantee payment to commercial bank 10,208 14,857 Others 6,646 11,295 Less: provisions for prepayment and other current assets (22,698) (31,733) Total prepayment and other current assets, net 60,460 46,856 The Group recognized provisions for prepayment and other current assets of RMB16,573, RMB6,125 and RMB9,035 in 2020, 2021 and 2022, respectively. |
Property, equipment and softwar
Property, equipment and software, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, equipment and software, net | |
Property, equipment and software, net | 7. The following is a summary of property, equipment and software, net: December 31, 2021 December 31, 2022 RMB RMB Furniture and electronic equipment 5,307 5,617 Vehicles 243 222 Software 1,559 1,466 Leasehold improvement 5,080 4,669 Total property, equipment and software 12,189 11,974 Less: accumulated depreciation and amortization (8,722) (10,862) impairment — (1,112) Property, equipment and software, net 3,467 — Depreciation expenses of property, equipment and software were RMB3,049, RMB3,317 and RMB2,140 for the years ended December 31, 2020, 2021 and 2022, respectively. Impairment of property, equipment and software were nil, nil and RMB1,112 for the years ended December 31, 2020, 2021 and 2022. |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets, net | |
Intangible assets, net | 8. The following table presents the Group’s intangible assets with definite lives as of the respective balance sheet dates: December 31, 2021 December 31, 2022 RMB RMB Customer relationships 3,300 3,300 Trade names 4,822 4,822 Developed technology 17,833 17,833 Total Intangible assets 25,955 25,955 Less: accumulated amortization (8,244) (10,341) impairment — (15,614) Intangible assets, net 17,711 — The Company acquired Longye on January 13, 2020 and identified the intangible assets of customer relationships, trade names and developed technology (Note 4). The intangible assets are amortized using straight-line method, which is the Group’s best estimate of how these assets will be economically consumed over their respective estimated useful lives ranging from approximately 3 to 10 years. Amortization expense was RMB4,128, RMB4,128 and RMB2,097 for the years ended December 31, 2020, 2021 and 2022, respectively. Impairment of intangible assets were nil, nil and RMB 15,614 for |
Long- term investments
Long- term investments | 12 Months Ended |
Dec. 31, 2022 | |
Long- term investments | |
Long- term investments | 9 . As of December 31, 2021 and 2022, long-term investments include equity investments in privately held companies. The following table presents the Group’s long-term investments as of the respective balance sheet dates: December 31, 2021 December 31, 2022 RMB RMB Equity method investments : Shanghai Three Drivers Culture Media Co., Limited (“STDC”) (1) 5,357 5,383 Total 5,357 5,383 Notes: (1) On September 3, 2018, TuanChe Internet invested RMB4,000 in cash for a 40% equity interest in STDC that operates a car media business. On June 30, 2021, the Group made additional investment of RMB2,250 and the ownership in STDC increased to 49%. The Group applies the equity method of accounting to the investment in STDC, over which it has significant influence but does not own a majority equity interest or otherwise control. As of December 31, 2021 and 2022, the carrying value of equity investment for using equity method were RMB5,357 and RMB5,383, respectively. For the years ended December 31, 2020, 2021 and 2022, the change in profit and loss of equity investment for using equity method were profit of RMB933, RMB258 and RMB26, respectively. |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2022 | |
Taxation | |
Taxation | 10. a) Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends by the Company in the Cayman Islands to their shareholders, no Cayman Islands withholding tax will be imposed. Hong Kong Commencing from the year of assessment 2018/2019, the first HK$2.0 million of profits earned by the Group’s subsidiaries incorporated in Hong Kong will be taxed at half the current tax rate (i.e., 8.25%) while the remaining profits will continue to be taxed at the existing 16.5% tax rate. Payments of dividends by the subsidiary to the Company are not subject to withholding tax in Hong Kong. China Effective from January 1, 2008, the PRC’s statutory income tax rate is 25%. The Company’s PRC subsidiaries are subject to income tax at the statutory rate of 25% except for TuanChe Internet, Tuan Yuan and Drive New Media, TuanChe Internet and Tuan Yuan have been reconfirmed as a “High and New Technology Enterprise” (“HNTE”) in 2018 for a period of 3 years and renewed in 2021, are subject to a preferential income tax rate of 15% from 2018 to 2023. Drive New Media, has been confirmed as a “High and New Technology Enterprise” (“HNTE”) in 2019 for a period of 3 years and renewed in 2022, is subject to a preferential income tax rate of 15% from 2019 to 2024. 10. a) Income tax (benefit) expense consists of the following: For the year ended December 31, 2020 2021 2022 Current income tax expenses — — — Deferred income tax benefit (1,032) — (5,451) Total (1,032) — (5,451) The following table presents a reconciliation of the differences between the statutory income tax rate and the Company’s effective income tax rate for the years ended December 31, 2020, 2021 and 2022: For the year ended December 31, 2020 2021 2022 % % % Statutory income tax rate of the PRC 25.0 25.0 25.0 Permanent differences* — 2.6 (12.6) Change in valuation allowance (25.0) (18.0) (9.9) Effect of preferential tax rate — (8.2) (1.1) Effect of different tax rates in other jurisdictions (offshore entities) — (1.4) (1.4) Change in impairment of intangible assets — — (3.3) Others (0.6) — — Effective income tax rate (0.6) — (3.3) *Permanent differences are mainly due to non-deductible impairment charges. b) The following table presents the tax impact of significant temporary differences that give rise to the deferred tax assets as of December 31, 2021 and 2022. December 31, 2021 December 31, 2022 RMB RMB Deferred tax assets: Advertising expense in excess of deduction limit 58,230 58,723 Accrued expense and other payables 3,349 2,849 Allowance for doubtful accounts 9,163 9,541 Net operating tax loss carry forwards 63,792 73,423 Total deferred tax assets 134,534 144,536 Less: valuation allowance (134,534) (144,536) Net deferred tax assets — — 10. b) Deferred tax assets and liabilities (Continued) The Group does not believe that sufficient positive evidence exists to conclude that the recoverability of the above deferred tax assets of certain entities of the Group is more likely than not to be realized. Consequently, the Group has provided full valuation allowances on the related deferred tax assets. The movements of the valuation allowance are as follows: December 31, 2020 December 31, 2021 December 31, 2022 RMB RMB RMB Deferred tax assets valuation allowance movement: Balance at the beginning of the year 89,713 120,703 134,534 Allowance made during the year 30,990 18,271 15,658 Reduction due to unrealized NOLs and adjustments — — (5,656) Decrease due to disposal of subsidiaries — (4,440) — Balance at end of year 120,703 134,534 144,536 As of December 31, 2021 and 2022, the certain entities of the Company had PRC net operating tax loss carry forwards of RMB287,782 and RMB333,677 respectively. As of December 31, 2021, and 2022, the Company had Hong Kong losses of RMB321 and RMB327 respectively. As of December 31, 2022, net operating tax loss carry forwards in PRC is expected to expire is as follows: RMB Loss expiring in 2022 4,404 Loss expiring in 2023 29,847 Loss expiring in 2024 33,277 Loss expiring in 2025 46,188 Loss expiring in 2026 73,089 Loss expiring after 2027 146,872 333,677 The cumulative net operating tax loss in PRC of RMB333,677 can be carried forward for five 10. c) Withholding income tax The enterprise income tax (“EIT”) Law also imposes a withholding income tax of 10% on dividends distributed by a foreign-invested entity (“FIE”) to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company’s jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. The Cayman Islands, where the Company incorporated, does not have such tax treaty with China. According to the arrangement between Mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by a FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate that may be lowered to 5% (if the foreign investor owns directly at least 25% of the shares of the FIE). The State Administration of Taxation (“SAT”) further promulgated Circular 601 on October 27, 2009, which provides that tax treaty benefits will be denied to “conduit” or shell companies without business substance and that a beneficial ownership analysis will be used based on a “substance-over-form” principle to determine whether or not to grant the tax treaty benefits. Further, the SAT promulgated the Notice on Issues Related to the “Beneficial Owner” in Tax Treaties in February 2018, which requires the “beneficial owner” to have ownership and the right to dispose of the income or the rights and properties giving rise to the income and generally engage in substantive business activities and sets forth certain detailed factors in determining the “beneficial owner” status. As of December 31, 2021 and 2022, the Company did not record any such withholding tax of its subsidiaries, VIEs and subsidiaries of VIEs in the PRC as they are still in accumulated deficit position. The Company’s operating subsidiaries in PRC are subject to examination by the relevant tax authorities. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000 ($15,488). In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. |
Other taxes payable
Other taxes payable | 12 Months Ended |
Dec. 31, 2022 | |
Other taxes payable | |
Other taxes payable | 11. The following is a summary of other taxes payable as of December 31, 2021 and 2022: December 31, 2021 December 31, 2022 RMB RMB Withholding individual income taxes for employees 8,532 8,593 VAT payables 12,636 15,512 Others 654 622 Total 21,822 24,727 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | 12. The Group has operating leases for office spaces and venues for auto shows the Group utilizes under lease arrangements. As of December 31, 2022, the Group recognized the following items related to operating leases in its consolidated balance sheet. December 31, December 31, 2022 2022 RMB US$ ASSETS Operating lease right-of-use assets 13,152 1,907 Less: impairment (3,017) (438) Operating lease right-of-use assets, net 10,135 1,469 LIABILITIES Short-term operating lease liabilities 5,200 753 Long-term operating lease liabilities 7,494 1,087 The lease expenses for the years ended December 31, 2020, 2021 and 2022 were RMB42,600, RMB41,377 and RMB16,677, respectively, which were included in the cost of revenues for auto venue rental with lease term less than 12 months and operating expenses. Cash paid for long-term operating lease were RMB6,007 and RMB5,569 in the years ended December 31, 2021 and 2022. Impairment loss of operating lease right-of-use assets were nil, nil and RMB3,017 for the years ended December 31, 2020, 2021 and 2022. A summary of maturity of operating lease liabilities under the Group’s non-cancellable operating leases for office spaces and venues for auto shows as of December 31, 2022 is as follows: December 31, December 31, 2022 2022 RMB US$ 2023 5,647 819 2024 3,760 545 2025 2,057 298 2026 2,057 298 2027 — — Total lease payments 13,521 1,960 Less: imputed interest (827) (120) Total 12,694 1,840 Current portion 5,200 753 Non-current portion 7,494 1,087 As of December 31, 2022, the Group’s weighted-average remaining lease term was 3.16 years, and weighted-average discount rate was 4.75%. As of December 31, 2022, the Group does not have any significant operating or finance leases that have not yet commenced. The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. |
Short-term borrowings
Short-term borrowings | 12 Months Ended |
Dec. 31, 2022 | |
Short-term borrowings | |
Short-term borrowings | 13. As of December 31, 2021, the Group had RMB7.0 million of short-term borrowings. The interest was payable on a monthly or quarterly basis and the principal was due upon maturity. The borrowings as of December 31, 2021 were fully repaid in 2022. As of December 31, 2022, the Group had RMB3.2 million of short-term borrowings which were obtained in 2022. The interest was payable on a monthly or quarterly basis and the principal was due upon maturity, as follows: Term loan Maturity date Principal amount Interest rate per annum Name of bank Loan 1 2023-03-18 2,000 3.50 % Bank of China Limited (“BOC”) Loan 2 2023-03-25 10 3.25 % Industrial &Commercial Bank of China (“ICBC”) Loan 3 2023-05-22 1,159 4.25 % Industrial &Commercial Bank of China (“ICBC”) Total 3,169 As of December 31, 2022, the loan 1 is guarantee by a third party. The Group has repaid the principal of RMB2.0 million subsequently. |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other current liabilities | |
Other current liabilities | 14. The following is a summary of other current liabilities as of December 31, 2021 and 2022: December 31, 2021 December 31, 2022 RMB RMB Professional service fee 5,643 9,391 Advertising expense payables 13,728 5,893 Promotional expense payables 4,571 1,099 Others 3,371 7,438 Total 27,313 23,821 |
Long-term borrowings
Long-term borrowings | 12 Months Ended |
Dec. 31, 2022 | |
Long-term borrowings | |
Long-term borrowings | 15. Long-term borrowings As of December 31, 2022, the Group had RMB1.5 million of long-term borrowings. The interest was payable on a monthly or quarterly basis and the principal was due upon maturity, as follows: Term loan Maturity date Principal amount Interest rate per annum Name of bank Loan 1 2024-06-21 887 5.40 % Shenzhen Qianhai Weizhong Bank corporation Loan 2 2024-06-21 659 5.40 % Shenzhen Qianhai Weizhong Bank corporation Total 1,546 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefits | |
Employee Benefits | 16. The following table presents the Group’s employee welfare benefits expenses for the years ended December 31, 2020, 2021 and 2022: For the year ended December 31, 2020 2021 2022 RMB RMB RMB Medical and welfare defined contribution plan 13,091 21,075 16,172 Other employee benefits 310 915 87 Total 13,401 21,990 16,259 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation. | |
Share-based Compensation | 17. Share-based Compensation Description of stock option plan and Share option replacement In July 2012, the Group permits the grant of options of the Company to relevant directors, officers, other employees and consultants of the Company. Option awards are granted with an exercise price determined by the Board of Directors. Those option awards generally vest over a period of four years. The Group recognizes share-based compensation expenses in the consolidated statements of operations and comprehensive loss based on awards ultimately expected to vest, after considering actual forfeitures. The Company has replaced these share options with restricted shares for all employees and nonemployees on June 15, 2018. In June 2018, the directors of the Company (the “Directors”) approved the TuanChe Limited Share Incentive Plan (the “Share Incentive Plan”). Under the Share Incentive Plan, 38,723,321 ordinary shares were issued to Best Cars for the restricted share awards at consideration of nil. Meanwhile, the incentive share options granted to employees and nonemployees of the Company were replaced by the restricted shares. As a result of the Share Incentive Plan, on June 15, 2018, a total of 15,473,653 share options of the Company were replaced by 13,740,480 restricted shares. The restricted shares awards are subject to the original vesting schedule of the replaced share options. The Company has recognized the incremental expenses immediately for those vested share options, the unvested portion will be recognized as expenses over the remaining vesting periods. For years ended December 31, 2020, 2021 and 2022, the Company has granted 3,890,000, 1,390,000 and 1,500,000 restricted shares to its employees. The total fair value of RMB10.5 million, RMB1.4 million and RMB2.2 million for those granted restricted shares will be recognized as expenses over the vesting periods of nil to 4 years. A summary of the restricted shares activities is presented below: Number of restricted Weighted-Average shares Grant-Date Fair Value US$ Outstanding as of December 31, 2020 6,917,595 0.692 Granted 1,390,000 0.154 Forfeit (249,500) 1.303 Vested (2,023,845) 0.738 Outstanding as of December 31, 2021 6,034,250 0.527 Granted 1,500,000 0.209 Forfeit (312,000) 0.431 Vested (3,648,500) 0.474 Outstanding as of December 31, 2022 3,573,750 0.457 For the years ended December 31, 2020, 2021 and 2022, total share-based compensation expenses recognized by the Group for the restricted shares granted were RMB17.4 million, RMB9.8 million and RMB10.3 million, respectively. As of December 31, 2022, there was RMB6.4 million of unrecognized share-based compensation expenses related to the restricted shares granted. That expenses are expected to be recognized over a weighted-average period of 1.33 years. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity | |
Equity | 18. Equity Ordinary shares and Pre-funded Warrant On November 23, 2022, the Company issued 58,472,736 ordinary shares for a registered direct offering of approximately $15.0 million. The aggregate proceeds the Company received from this offering, net of commissions and other offering expenses, were $13.7 million. The offering consisted of (1) 3,654,546 ADSs and 1,800,000 pre-funded warrants to purchase ADSs (“Pre-Funded Warrant”) and (2) 5,454,546 ADSs warrants to purchase ADSs(“Warrant”). Each Warrant is exercisable to purchase one ADS for $2.75 and each Pre-Funded Warrant is exercisable to purchase one ADS for $0.001. Each ADS represents sixteen (16) Class A ordinary shares of the Company. The Pre-Funded Warrant became immediately exercisable upon issuance and may be exercised at any time until all of the Pre-Funded Warrant are exercised in full. The Warrant has a term of five years from the issuance date. On November 25, 2022, 800,000 pre-funded warrants had been exercised, 12,800,000 ordinary shares were issued upon such exercise. The Company determined that the Pre-Funded Warrant meet the requirements for equity classification. The Pre-Funded warrants were recorded at their fair value on the date of issuance as a component of total equity. In addition, since these Pre-Funded warrants are exercisable for a nominal amount, they have been shown as exercised when issued and as outstanding common stock in the consolidated financial statements and earnings per share calculations. 1,000,000 pre-funded warrants have not been exercised as of December 31, 2022. Warrant On November 23, 2022, the Warrant are classified as a liability and the fair value allocated to the Warrant was RMB36.8 million. The Warrant liability will be re-measured at each reporting period until the warrant are exercised or expire and any changes will be recognized in the statement of operations and comprehensive loss. The fair value of Warrant was RMB24.4 million and no warrants were exercised as of December 31, 2022. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share | |
Net Loss Per Share | 19. Net Loss Per Share As the Group incurred losses for the years ended December 31, 2020, 2021 and 2022, the potential and restricted shares granted were anti-dilutive and excluded from the calculation of diluted net loss per share of the Company. The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2020, 2021 and 2022: For the year ended December 31 2020 2021 2022 Numerator : Net loss attributable to TuanChe Limited’s shareholders (163,034) (101,945) (158,140) Denominator: Weighted average number of ordinary shares outstanding, basic and diluted 304,439,440 306,792,324 319,539,180 Basic and diluted net loss per share attributable to TuanChe Limited’s shareholders (0.54) (0.33) (0.49) |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and contingencies | |
Commitments and contingencies | 20. Commitments and contingencies Litigation From time to time, the Group is involved in claims and legal proceedings that arise in the ordinary course of business. Based on currently available information, management does not believe that the ultimate outcome of any unresolved matters, individually and in the aggregate, is reasonably possible to have a material adverse effect on the Group’s financial position, results of operations or cash flows. However, litigation is subject to inherent uncertainties and the Group’s view of these matters may change in the future. The Group records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Group reviews the need for any such liability on a regular basis. The Group has not recorded any material liabilities in this regard as of December 31, 2021 and 2022. |
Related party transactions and
Related party transactions and balance | 12 Months Ended |
Dec. 31, 2022 | |
Related party transactions and balance | |
Related party transactions and balance | 21. Related party transactions and balance On December 2, 2020, the Group disposed the long-term investment of Beijing Hengpengzhixin Automobile Sales Co., Ltd. to Kuka Technology (Tianjin) Co., Ltd. (“Kuka”) with the carrying value of RMB0.3 million at a consideration of RMB0.3 million. The ultimate beneficial owner of Kuka is Mr. Wei Wen, Chairman of the Board of Directors and CEO of the Group. In 2020, 2021 and 2022, the Company entered into outsourcing service agreements with STDC. The outsourcing service expenses provided by STDC for the Company is RMB1,598, RMB2,721 and RMB1,526 for the years ended December 31, 2020, 2021 and 2022, respectively. In 2022, the Company entered into promotion service agreements with STDC, under which the promotion service expenses provided by the Company for STDC is RMB1,415 for the years ended December 31, 2022. The prepayment balance is RMB348 and RMB248 as for December 31, 2021 and 2022. In 2022, the Company provided RMB13,569 to CEO, Mr. Wen, who assisted business development with third parties on behalf of the Group and RMB13,699 has been repaid by CEO within 2022. The other payable balance due to CEO is nil and RMB130 as of December 31, 2021 and 2022, respectively, which is included in other current liabilities in the consolidated balance sheets. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurement | |
Fair Value Measurement | 22. Fair Value Measurement Assets measured at fair value on a nonrecurring basis The Company measured its property, equipment and software, equity investments, intangible assets and goodwill at fair value on a nonrecurring basis whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable. Assets and liabilities measured at fair value on a recurring basis The Company measured its warrant at fair value on a recurring basis. As the Company’s warrant is not traded in an active market with readily observable prices, the Company uses significant unobservable inputs to measure the fair value of warrant. This instrument are categorized in the Level 3 valuation hierarchy based on the significance of unobservable factors in the overall fair value measurement. The Company did not transfer any assets or liabilities in or out of level 3 during the years ended December 31, 2022. The following table presents the fair value hierarchy for the Group’s liabilities that are measured and recorded at fair value as of December 31, 2022 (December 31, 2021: nil): For the year ended December 31, 2022 Level 1 Inputs Level 2 Inputs Level 3 Inputs Balance at fair value RMB RMB RMB US$ Warrant liability — 24,376 3,534 The Company adopted Black Scholes model to assess the warrant’s fair value. Management is responsible for determining the fair value and assessing a number of factors. The valuation involves complex and subjective judgements as well as the Company’s best estimates on the valuation date. Key inputs related to the Black Scholes model for the valuation of the fair value of warrants are as follows: As of November 23, 2022 As of December 31, 2022 Expiration of warrant (years) 5 4.9 Fair market value per share (US$) 1.17 0.84 Exercise price (US$) 2.75 2.75 Risk-free rate 3.96 % 4.05 % Dividend yield — — Standard derivation in the value of stock 132.3 % 131.2 % The following table summarizes the activities related to fair value of the warrants (Not applicable in 2021): For the Year Ended December 31, 2022 RMB Fair value of warrants at beginning of the year (Level 3) — Issuances 36,838 Change in fair value (11,219) Effect of exchange rate changes (1,243) Fair value of warrants at end of the year (Level 3) 24,376 |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Net Assets | |
Restricted Net Assets | 23. Restricted Net Assets Relevant PRC laws and regulations permit PRC companies to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, the Company’s PRC subsidiaries, VIEs and subsidiaries of VIEs can only distribute dividends upon approval of the shareholders after they have met the PRC requirements for appropriation to the general reserve fund and the statutory surplus fund respectively. The general reserve fund and the statutory surplus fund require that annual appropriations of 10% of net after-tax income should be set aside prior to payment of any dividends. As a result of these and other restrictions under PRC laws and regulations, the PRC subsidiaries, VIEs and subsidiaries of VIEs are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances, which restricted portion amounted to approximately RMB164,081 and RMB4,231 as of December 31, 2021 and 2022 respectively including the paid-in capital, additional paid-in capital and the statutory reserves of the Company’s PRC subsidiaries, VIEs and subsidiaries of VIEs. Even though the Company currently does not require any such dividends, loans or advances from the PRC subsidiaries, VIEs and subsidiaries of VIEs for working capital and other funding purposes, the Company may in the future require additional cash resources from its PRC subsidiaries, VIEs and subsidiaries of VIEs due to changes in business conditions, to fund future acquisitions and developments, or merely declare and pay dividends to or distributions to the Company’s shareholders. |
Subsequent event
Subsequent event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent event | |
Subsequent event | 24. Subsequent event The Group evaluated subsequent events through March 29, 2023, the date on which the consolidated financial statements were issued, the Group did not identify any subsequent events that require recognition and disclosure in the consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Basis of presentation | a) The consolidated financial statements of the Group have been prepared in accordance with U.S. GAAP. Significant accounting policies followed by the Group in the preparation of the accompanying consolidated financial statements are summarized below. |
Reclassifications | b) The Company changed the presentation of revenue within its consolidated statements of operations retrospectively. Disaggregation of revenue has been changed due to the business development. Amounts for the comparative prior periods have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported net income or financial position and do not represent a restatement of any previously reported financial results. |
Principles of consolidation | c) The consolidated financial statements include the financial statements of the Company, its subsidiaries, VIEs and subsidiaries of VIEs for which the Company is the primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power, has the power to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of the board of directors, or has the power to govern the financial and operating policies of the investee under a statute or agreement among the shareholders or equity holders. A consolidated VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, has the power to direct the activities that most significantly impact the entity’s economic performance, bears the risks of and enjoys the rewards normally associated with ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity. All transactions and balances among the Company, its subsidiaries, VIEs and subsidiaries of VIEs have been eliminated upon consolidation. |
Use of estimates | d) The preparation of the Group’s consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the balance sheet date and reported revenues and expenses during the reported periods in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but are not limited to determining the provision for accounts receivable, provision for prepayment and other current assets, assessment for valuation allowance of deferred tax assets, valuation and recognition of share-based compensation expenses, impairment assessment on goodwill and long-lived assets, long-term investments, valuation of warrant liabilities and initial measurement of guarantee liabilities at fair value. |
Functional currency and foreign currency translation | e) The Group uses Renminbi (“RMB”) as its reporting currency. The functional currency of the Company and its overseas subsidiaries which incorporated in the Cayman Islands and Hong Kong is United States dollars (“US$”). The functional currency of the Group’s PRC entities is RMB. In the consolidated financial statements, the financial information of the Company and other entities located outside of the PRC have been translated into RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, and expenses, gains and loss are translated using the average rate for the year. Translation adjustments are reported as foreign currency translation adjustments, and are shown as a component of other comprehensive income/(loss) in the consolidated statements of operations and comprehensive loss. e) Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the applicable exchange rates at the balance sheet dates. Net gains and loss resulting from foreign exchange transactions are included in foreign exchange loss in the consolidated statements of operations and comprehensive loss. |
Convenience Translation | f) Translations of balances in the consolidated balance sheets, consolidated statements of operations and comprehensive loss and consolidated statements of cash flows from RMB into US$ as of and for the year ended December 31, 2022 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.8972 representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 30, 2022. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2022, or at any other rate. |
Fair value measurements | g) Fair value measurements Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value: ● Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. ● Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. ● Level 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. The Group’s financial instruments include cash and cash equivalents, restricted cash, accounts and notes receivable, prepayment and other current assets, long-term investments, short-term borrowings, accounts payable, other payables, guarantee liabilities and other liabilities of which the carrying values approximate their fair value due to their short term in nature and other liabilities. The fair value of warrant liability was determined using the Black Scholes Model, with level 3 inputs (Note 22). |
Cash, cash equivalents and restricted cash | h) Cash and cash equivalents mainly represent cash on hand, demand deposits placed with large reputable banks in the United States of America or China, and highly liquid investments that are readily convertible to known amounts of cash and with original maturities from the date of purchase with terms of three months or less. As of December 31, 2021 and 2022, there were cash at bank and demand deposits with terms of less than three months denominated in US dollars amounting to approximately US$8.4 million and US$8.8 million, respectively (equivalent to approximately RMB53.4 million and RMB61.1 million, respectively). As of December 31, 2021 and 2022, the Group had approximately RMB21.6 million and RMB12.7 million cash and cash equivalents held by its PRC subsidiaries, VIEs and subsidiaries of VIEs, representing 34.1% and 18.2% of total cash and cash equivalents of the Group, respectively. As of December 31, 2021 and 2022, the Company had a restricted cash balance approximately RMB33.8 million and RMB6.9 million, respectively, which are security deposits for the referral services in collaboration with a commercial bank and ancillary services. |
Accounts and notes receivables, net | i) The carrying value of accounts receivable is reduced by an allowance that reflects the Group’s best estimate of the amounts that will not be collected. An allowance for doubtful accounts is recorded in the period when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt rates, accounts aging, financial conditions of the customer and industry trends. Starting from January 1, 2021, the Group adopted ASU No. 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Property, equipment and software, net | j) Property, equipment and software are stated at cost less accumulated depreciation and impairment, if any. Depreciation is computed using the straight-line method over the Category Estimated useful life Furniture and electronic equipment 3 years Vehicles 10 years Software 5 years Leasehold improvements Shorter of expected lives of leasehold improvements and lease term Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property, equipment and software is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the consolidated statements of operations and comprehensive loss. |
Intangible assets, net | k) Intangible assets are carried at cost less accumulated amortization and any recorded impairment. Intangible assets acquired in a business combination were recognized initially at fair value at the date of acquisition. Intangible assets with finite useful lives are amortized using a straight-line method of amortization that reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed. The estimated useful life for the intangible assets is as follows: Category Estimated useful life Customer relationships 3 years Trade names 10 years Developed technology 7 years |
Long-term investments | l) For equity investments which the Company does not have significant influence, and whose fair value is not readily determinable, the cost less impairment accounting is applied (“measurement alternative”). Gain or loss are realized when such investment is sold or when dividends are declared or payments are received. Investments in entities in which the Company can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting in accordance with ASC Topic 323 Investments-Equity Method and Joint Ventures The Company evaluates its equity investments for impairment at each reporting date, or more frequently if events or changes in circumstances indicate that the carrying amount of the investment might not be recoverable. Factors considered by the Company when determining whether an investment has been other-than-temporarily-impaired, include, but are not limited to, the length of the time and the extent to which the market value has been less than cost, the financial condition and near-term prospects of the investee, and the Company’s intent and ability to retain the investment until the recovery of its cost. |
Goodwill | m) Goodwill represents the excess of the purchase price over the amounts assigned to the fair value of the assets acquired and the liabilities assumed of an acquired business. The Group’s goodwill at December 31, 2021 and 2022 was related to its acquisition of Longye in January 2020 (Note 4). In accordance with ASC 350, Goodwill and Other Intangible Assets, recorded goodwill amounts are not amortized, but rather are tested for impairment annually or more frequently if there are indicators of impairment present. Goodwill is tested for impairment at the reporting unit level on an annual basis (December 31 for the Group) and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying value. These events or circumstances include a significant change in stock prices, business environment, legal factors, financial performances, competition, or events affecting the reporting unit. Application of the goodwill impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and determination of the fair value of each reporting unit. The estimation of fair value of reporting unit using a discounted cash flow methodology also requires significant judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the Group’s business, estimation of the useful life over which cash flows will occur, and determination of the Group’s weighted average cost of capital. The estimates used to calculate the fair value of a reporting unit change from year to year based on operating results and market conditions. Changes in these estimates and assumptions could materially affect the determination of fair value and goodwill impairment for the reporting unit. m) Management has determined that the Group has one reporting unit within the entity at which goodwill is monitored for internal management purposes. Starting from January 1, 2020, the Group adopted ASU 2017-04, which simplifies the accounting for goodwill impairment by eliminating Step 2 from the goodwill impairment test. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess, versus determining an implied fair value in Step 2 to measure the impairment loss. Management evaluated the recoverability of goodwill by performing a qualitative assessment before using the quantitative impairment test approach at the reporting unit level. Based on an assessment of the qualitative factors, management determined that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount as of December 31, 2021 and 2022. Therefore, management performed quantitative assessment, nil, nil and RMB69.9 million impairment loss was recognized for the years ended December 31, 2020, 2021 and 2022, respectively, as the carrying value of the reporting unit is in excess of its fair value for the year ended December 31, 2022. If the Group reorganizes its reporting structure in a manner that changes the composition of its reporting units, goodwill is reassigned based on the relative fair value of each of the affected reporting units. |
Impairment of long-lived assets | n) Long-lived assets or asset group, including intangible assets with finite lives, are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. The Group recognized nil, nil and RMB19.7 million impairment charge related to long-lived assets for the years ended December 31, 2020, 2021 and 2022, respectively. |
Revenue recognition | o) The Group recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive in exchange for those goods or services using the five steps defined under ASC Topic 606. The Group determines revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, the Group satisfies a performance obligation Revenue is recognized upon transfer of control of promised goods or services to a customer. Revenue is recorded net of Value Added Tax (“VAT”) and related surcharges collected from customers, which are subsequently remitted to government authorities. o) Offline marketing services revenue Auto shows revenue The Group’s online website and offline infrastructure allow them to organize auto shows, which aim at facilitating transactions between consumers and industry customers that includes auto dealers, automakers and automotive service providers. The Group charges a fixed admission fee per auto show event from its industry customers for arranging, decorating and providing booth space at auto shows. The Group has identified one performance obligation for the transaction - providing a decorated venue for auto dealers, automakers and automotive service providers, as the individual service promised in auto show contracts are not distinct individually. As the Group has control of the auto show services and discretion in establishing the price of auto show admission fee to auto dealers, automakers and other automotive service providers, it is considered to be a principal in accordance with ASC 606. The auto shows revenue is recognized on a straight-line basis over the period of the contract, which is usually from two days to four days, when the services are provided. Special promotion events revenue The Group provides integrated services to support auto dealers’ own special promotion events during a specific period. The services include event planning and execution, marketing, training and onsite coaching, etc. The Group charges a fixed service fee per special promotion event. The Group has identified one performance obligation as the individual service promised in service contracts are not distinct individually. As the Group has control of the service and discretion in establishing the price of the fee to auto dealers, it is considered to be a principal in accordance with ASC 606. The special promotion events revenue is recognized on a straight-line basis over the promotion period of the contract, which is usually one week, when the services are provided. Referral service for commercial bank revenue In October 2019, the Group commenced its auto loan referral services in collaboration with a commercial bank. The referral services provided to the bank include (i) referral services and (ii) periodic guarantee for the following time periods: (a) from the date of loan issuance by the commercial bank to the consumer to the date when the consumer’s vehicle mortgage registration is completed (the mortgage registration procedures should be completed within 120 days after the loan issuance) and (b) no overdue of more than 30 days for any of the first 3 monthly repayment. The referral service and periodic guarantee are two separate performance obligations that meet the criteria to be considered distinct, of which, referral services revenue is recognized at a point in time upon the delivery of the services and a guarantee liability is recorded at fair value at inception of the loans. Revenue from the periodic guarantee is recognized by a systematic and rational amortization method over the term of guarantee period. The Company has ceased the cooperation since April 2022. One component of the transaction price is based on the loan performance of the following 12 months since the auto loans were released and the transaction price will be entitled to be received upon the loan performance meet specific criteria. The Group identified that one component as a variable consideration and the Group recognized the revenue when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. o) Revenue recognition (Continued) Online marketing services revenue The Group’s online marketing services revenue primarily include (i) live streaming promotion events services, (ii) customer referral services, (iii) marketing information services and (iv) demand-side platform services. The Group commenced its live streaming promotion events services from the first quarter of 2020, holding promotional events on the live streaming platform of Zhejiang Tmall Technology Co., Ltd. (“Tmall”), which aims at facilitating transactions between consumers and industry customers that includes auto dealers, automakers and automotive service providers. The Group identified only one performance obligation that is to provide the industry customers with arranging, decorating and providing the platform for live show. The Group charges a fixed admission fee per live streaming promotion event from its industry customers. As the Group has control of the services and discretion in establishing the price of live streaming promotion admission fee to auto dealers, automakers and other automotive service providers, it is considered to be a principal in accordance with ASC 606. The live streaming promotion events services revenue is recognized on a straight-line basis over the promotion period of the contract, which is usually one week, when the services are provided. o) Other revenue The Group also commenced its customer referral services from the first quarter of 2020 by referring its industry customers to Beijing Baidu Netcom Science Technology Co., Ltd. (“Baidu”) to use the membership services of a Baidu’s auto content distribution platform. The Group identified only one performance obligation that is to provide referral service to Baidu. The Group charges Baidu a fixed rate commission fee based on the membership fee amount for the services rendered. Revenue is recognized at point-in-time when the industry customers successfully register as a membership of Baidu’s auto content distribution platform. For the marketing information services, the Group generates consumers’ demand information through its online channels and provides to the industry customers upon consumers’ consent. The Group identified only one performance obligation that is to provide consumer’s demand information to the industry customers. The marketing information service fee is charged based on the quantity of consumers’ demand information delivered. Revenue is recognized at a point in time upon the delivery of such consumers’ demand information. On January 13, 2020, the Company completed the acquisition of Longye (Note 4), a Software-as-a-Service (“SaaS”) company who mainly provides subscription and support services to industry customers, including auto dealers, automakers and automotive service providers, with access to cloud services, software licenses and related support and updates during the term of the arrangement. Cloud services allow industry customers to use the Group’s multi-tenant software without taking possession of the software. The Group identified the only one performance obligation that is to provide integrated cloud services to industry customers. The Group initially records the subscription and support services fee as deferred revenue upon receipt and then recognizes the revenue on a straight-line basis over the service period, which is usually from one year to five years. The subscription and support services revenue is recognized on a straight-line basis over the period of the contract when the services are provided. Starting from August 2021, the Group provides aftermarket promotion service to support auto dealers’ aftermarket promotion events during a period. The Group identified one performance obligation that is to provide promotion support services to industry customers. The promotion support service revenue is recognized over the period of the contract when the services are provided. Contract balances Contract liabilities primarily result from the timing difference between the Group’s satisfaction of performance obligation and the customers’ payment. Substantial all auto show revenue and referral service for commercial bank revenue and SaaS revenue are recognized over time during the years ended December 31, 2020, 2021 and 2022. Contract liabilities included in advance from customers and deferred revenue in the Group’s consolidated balance sheets. The Group’s total unearned revenues were RMB19.1 million and RMB5.1 million as of December 31, 2021 and 2022, respectively. During the years ended December 31, 2022, 2021 and 2020, the Group recognized RMB14.9 million, RMB23.7 million and RMB3.5 million as revenue that was included in the balance of advance from customers at January 1, 2022, 2021 and 2020, respectively. Timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable represent amounts invoiced and revenues recognized prior to invoicing when the Group has satisfied the Group’s performance obligation and has the unconditional rights to payment. The Group applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Group has no material incremental costs of obtaining contracts with customers that the Group expects the benefit of those costs to be longer than one year which need to be recognized as assets. |
Cost of revenues | p) Costs of revenues, consist primarily of rental costs for auto show venues, venue set-up costs, security costs and other direct costs. The cost of revenue also consists of sales lead information acquisition cost for online marketing services. |
Research and development expenses | q) Research and development expenses mainly consist of payroll-related expenses incurred for the employees who develop and enhance the Group’s websites and platform of applications. The Group recognizes these expenses when incurred, unless they qualify for capitalization as software development costs. |
Selling and marketing expenses | r) Selling and marketing expenses consist primarily of advertising and promotional expenses, salaries and other compensation-related expenses for the Group’s sales and marketing personnel. Advertising and promotional expenses consist primarily of costs for the promotion of corporate image, online and offline events. The Group expenses all advertising and promotional expenses as incurred and classifies them under selling and marketing expenses. For the years ended December 31, 2020, 2021 and 2022, the advertising and promotional expenses were RMB156.6 million, RMB140.1 million and RMB57.6 million, respectively. |
Leases | s) In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases (“ASU 2016-02”). Further, as a clarification of the new guidance, the FASB issued several amendments and updates. The Group adopted the new lease guidance in 2020 by applying the modified retrospective method to those contracts that are not completed as of December 31, 2020, with the comparative information not being adjusted and continues to be reported under historic accounting standards. There is no impact to retained earnings at adoption. The Group has elected to utilize the package of practical expedients at the time of adoption, which allows the Group to (1) not reassess whether any expired or existing contracts are or contain leases, (2) not reassess the lease classification of any expired or existing leases, and (3) not reassess initial direct costs for any existing leases. The Company also has elected to utilize the short-term lease recognition exemption and, for those leases with a lease term of 12 months or less, the Group did not recognize operating lease right-of-use (“ROU”) assets or operating lease liabilities. The Group determines if an arrangement is a lease and determines the classification of the lease, as either operating or finance, at commencement. The Group has operating leases for office spaces and venues for auto shows and has no finance leases as of December 31, 2021 and 2022. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the lease payments over the lease term at commencement date. As the Group’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at the commencement date, to determine the present value of lease payments. The incremental borrowing rate approximates the rate the Group would pay to borrow in the currency of the lease payments for the weighted-average life of the lease. The operating lease ROU assets also include any lease payments made prior to lease commencement and exclude lease incentives and initial direct costs incurred if any. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Group will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. If there are lease agreements that contain both lease and non-lease components, they are accounted for separately based on their relative standalone price. |
Share-based compensation | t) Share-based compensation expenses arise from share-based awards, including share options for the purchase of ordinary shares and restricted shares. The Company accounts for share-based awards granted to employees and nonemployee in accordance with ASC 718 Compensation-Stock Compensation If a share-based award is modified after the grant date, the Group evaluates for such modifications in accordance with ASC 718 Compensation—Stock Compensation, |
Employer defined contribution | u) The Company’s subsidiaries, VIEs and subsidiaries of VIEs incorporated in China participate in a government-mandated multi-employer defined contribution plan under which certain retirement, medical, housing and other welfare benefits are provided to employees. Chinese labor regulations require the Company’s Chinese subsidiaries, VIEs and subsidiaries of VIEs to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly basic compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; hence, the Group has no further commitments beyond its monthly contribution. |
Taxation | v) Income taxes Current income taxes are provided on the basis of income/(loss) for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any tax loss and tax credit carry forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated statements of operations and comprehensive loss in the period the change in tax rates or tax laws is enacted. A valuation allowance is provided to reduce the amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income tax assets will not be realized. Uncertain tax positions In order to assess uncertain tax positions, the Group applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Group recognizes interest and penalties, if any, under accrued expenses and other current liabilities on its consolidated balance sheet and under other expenses in its consolidated statements of operations and comprehensive loss. The Group did not have any significant unrecognized uncertain tax positions as of December 31, 2021 and 2022. |
Net loss per share | w) Basic and diluted net loss per share is computed by dividing losses attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the period. During the years ended December 31, 2020, 2021 and 2022, the Group has 6,917,595, 6,034,250 and 3,573,750 ordinary shares issuable upon the vest of restricted shares as potentially dilutive ordinary shares and are excluded from the calculation for the three years, as their effects would be anti-dilutive. |
Comprehensive loss | x) Comprehensive loss is defined to include all changes in equity of the Group during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Other comprehensive (loss)/income, as presented on the consolidated balance sheets, consists only of accumulated foreign currency translation adjustments. |
Non-controlling interests | y) Non-controlling interests are recognized to reflect the portion of the equity of majority-owned subsidiary which is not attributable, directly or indirectly, to the controlling shareholder. Non-controlling interests are classified as a separate line item in the equity section of the Group’s consolidated balance sheets and have been separately disclosed in the Group’s consolidated statements of operations and comprehensive loss to distinguish the interests from that of the Company. On March 1, 2022, the Group acquired all the remaining 45% equity interests from the non-controlling shareholders of a subsidiary. The acquisition of all the non-controlling interests is accounted for as an equity transaction. |
Treasury stock | z) The Company accounts for treasury shares using the cost method. Under this method, the cost incurred to purchase the shares is recorded in the treasury shares account on the consolidated balance sheets. At retirement of the treasury shares, the ordinary shares account is charged only for the aggregate par value of the shares. The excess of the acquisition cost of treasury shares over the aggregate par value is allocated between additional paid-in capital (up to the amount credited to the additional paid-in capital upon original issuance of the shares) and retained earnings. |
Segment reporting | aa) The Group uses the management approach in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker identified as the Chief Executive Officer for making operating decisions, allocating resources and assessing performance as the source for determining the Group’s reportable segments. The Group’s CODM reviews consolidated results including revenue and operating income at a consolidated level. This resulted in only one operating and reportable |
Warrant liability | bb) Warrant liability In connection with the issuances of ordinary shares, the Group issued warrants to purchase ordinary shares. The Group evaluates the warrants under Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. Warrants recorded as liabilities are recorded at their fair value and remeasured on each reporting date with change in estimated fair value of warrant liability in the consolidated statement of operations and comprehensive loss. |
Concentrations and Risks | cc) Advertising and promotional service provider The Group relied on advertising and promotional service providers and their affiliates for advertising and promotional service to support its operations during the years ended December 31, 2020, 2021 and 2022. Total number of advertising and promotional service providers accounting for more than 10% is three, three and two providers for the years ended December 31, 2020, 2021 and 2022, respectively. Credit risk Financial instruments that potentially subject the Group to the concentration of credit risk consist of cash and cash equivalents, restricted cash, accounts receivable and prepayment and other current assets. As of December 31, 2021 and 2022, all of the Group’s cash and cash equivalents, restricted cash were held in large reputable financial institutions located in the United States of America or China, which management consider being of high credit quality. Accounts receivable is typically unsecured and is derived from revenue earned from the Company’s businesses. Major customers There were one and three customer whose receivable balances exceeded 10% of the total accounts receivable balances of the Group as December 31, 2021 and 2022, respectively. There was nil customer whose revenue exceeded 10% of the total revenue of the Group for the year ended December 31, 2020. There was one customer whose revenue accounted for 18.7% of the total revenue of the Group for the year ended December 31, 2021. There were two customers whose revenue accounted for 24.1% and 17.9% of the total revenue of the Group for the year ended December 31, 2022. |
Recently issued accounting pronouncements | dd) The Group qualifies as an “emerging growth company”, or “EGC”, pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act. As an EGC, the Group does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. Recently adopted accounting pronouncements In December 2019, the FASB issued ASU 2019-12, “Income taxes (Topic 740)—Simplifying the accounting for income taxes”, which simplified the accounting for income taxes by removing certain exceptions to the general principles in Topic 740, Income Taxes. The amendments also improve consistent application or and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The Group adopted this guidance on January 1, 2022 with no material impact on its condensed consolidated financial statements and related disclosures as a result of adopting the standard. In January 2020, the FASB issued ASU 2020-01, “Investments—Equity securities (Topic 321), Investments—Equity method and joint ventures (Topic 323), and Derivatives and hedging (Topic 815)—Clarifying the interactions between Topic 321, Topic 323, and Topic 815”, which clarify the interaction of the accounting for equity securities under Topic 321 and investments under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. The Group adopted this guidance on January 1, 2022 with no material impact on its condensed consolidated financial statements and related disclosures as a result of adopting the standard. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which focuses on amending the legacy guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification. Further, ASU 2020-06 enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance, i.e., aligning the diluted EPS calculation for convertible instruments by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in the diluted EPS calculation when an instrument may be settled in cash or shares, adding information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed. The Group adopted this guidance on January 1, 2022 with no material impact on its condensed consolidated financial statements and related disclosures as a result of adopting the standard. |
Organization and Reorganizati_2
Organization and Reorganization (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Reorganization | |
Schedule of principal subsidiaries, major VIEs and major subsidiaries of VIEs | As of December 31, 2022, the Company’s major subsidiaries, major VIEs and major subsidiaries of VIEs are as follows: Place and Percentage of year of direct or indirect Major Subsidiaries incorporation economic ownership Principal activities TuanChe Information Limited (“TuanChe Information”) Hong Kong, PRC 2012 100 Investment holding TuanYuan Internet Technology (Beijing) Co., Ltd. (“TuanYuan”) Beijing, PRC 2013 100 Technical support and consulting services, auto shows, special promotion events, online marketing services Longye International Limited (“Longye”) Cayman Islands 2018 100 Investment holding Long Ye Information Technology Limited Hong Kong, PRC 2018 100 Investment holding Beijing Sangu Maolu Information Technology Co., Ltd. (“Sangu Maolu”) Beijing, PRC 2019 100 Technical support and consulting services Chema Technology (Beijing) Co., Ltd. (“Chema”) Beijing, PRC 2018 100 Technical support and consulting services Place and Percentage of year of direct or indirect Major VIEs incorporation economic ownership Principal activities TuanChe Internet Information Service (Beijing) Co., Ltd. (“TuanChe Internet”) Beijing, PRC 2012 100 Auto shows, special promotion events, online marketing services Shenzhen Drive New Media Co., Ltd. (“Drive New Media”) Shenzhen, PRC 2013 100 Subscription and support services Beijing Internet Drive Technology Co., Ltd. (“Internet Drive Technology”) Beijing, PRC 2018 100 Technical support and consulting services Tansuojixian Technology (Beijing) Co., Ltd. (“Tansuojixian”) Beijing, PRC 2018 100 Technical support and consulting services Place and Percentage of year of direct or indirect Major subsidiaries of VIEs incorporation economic ownership Principal activities TuanChe (Beijing) Automobile Sales Service Co., Ltd. (“TuanChe Automobile”) Beijing, PRC 2015 100 Remain dormant Aikesipo Exhibition Display (Tianjin) Co., Ltd. Tianjin, PRC 2017 100 Auto shows |
Schedule of condensed consolidated financial statements | As of December 31, 2021 2022 RMB RMB ASSETS Current assets: Cash and cash equivalents 4,974 6,172 Amount due from the subsidiaries of the Group 91,767 117,489 Other current assets 29,100 51,126 Total current assets 125,841 174,787 Non-current assets: Property, equipment and software, net 379 — Long-term investments 5,357 5,383 Other non-current assets 1,025 1,045 Total non-current assets 6,761 6,428 TOTAL ASSETS 132,602 181,215 Current liabilities: Short term borrowings 4,000 1,169 Accounts payable 395 818 Advance from customers 4,321 2,986 Salary and welfare benefits payable 24,047 21,803 Other taxes payable 12,323 15,119 Short-term operating lease liabilities 1,025 652 Current portion of deferred revenue 4,139 1,345 Other current liabilities 3,816 2,508 Account due to subsidiaries of the Group 253,003 266,679 Total current liabilities 307,069 313,079 Long-term borrowings — 1,546 Long-term operating lease liabilities — 605 Non-current portion of deferred revenue 98 18 Total non-current liabilities 98 2,169 TOTAL LIABILITIES 307,167 315,248 For the year ended December 31, December 31, December 31, 2020 2021 2022 RMB RMB RMB Net revenues 104,819 93,975 95,382 Net (loss)/ income (3,462) (30,565) 19,775 For the year ended December 31, December 31, December 31, 2020 2021 2022 RMB RMB RMB Net cash (used in)/generated from operating activities (4,945) (22,124) 2,483 Net cash generated from investing activities 12,050 2,920 — Net cash (used in)/generated from financing activities (63) 4,000 (1,285) Net increase/(decrease) in cash, cash equivalent and restricted cash 7,042 (15,204) 1,198 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Schedule of estimated useful lives of property, equipment and software | Category Estimated useful life Furniture and electronic equipment 3 years Vehicles 10 years Software 5 years Leasehold improvements Shorter of expected lives of leasehold improvements and lease term |
Schedule of estimated useful lives of the intangible assets | Category Estimated useful life Customer relationships 3 years Trade names 10 years Developed technology 7 years |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Acquisition | |
Schedule of purchase price for the acquisition | Amount RMB Total Cash consideration 99,896 Plus: Fair value of equity consideration as of acquisition date 16,969 Purchase consideration 116,865 |
Schedule of fair value of the assets acquired and liabilities assumed | Amount Amortization RMB Period Intangible assets Customer relationships 3,300 3 years Trade names 4,822 10 years Developed technology 17,833 7 years Goodwill 115,414 Net liabilities assumed (18,021) Deferred tax liabilities (6,483) 116,865 |
Schedule of goodwill | December 31, 2021 December 31, 2022 RMB RMB Goodwill 115,414 115,414 Less: impairment — (69,853) Goodwill, net 115,414 45,561 |
Accounts and notes receivable_2
Accounts and notes receivables, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts and notes receivables, net | |
Schedule of accounts receivable | December 31, 2021 December 31, 2022 RMB RMB Notes receivable 4,588 505 Accounts receivable 78,332 80,845 Less: allowance for doubtful accounts (34,969) (31,381) Accounts receivable, net 47,951 49,969 |
Schedule of allowance for doubtful accounts | December 31, 2020 December 31, 2021 December 31, 2022 RMB RMB RMB Balance at the beginning of the year 14,175 23,298 34,969 Additions/(reversal) 13,654 11,671 (892) Write-off (4,531) — (2,696) Balance at the end of the year 23,298 34,969 31,381 |
Prepayment and other current _2
Prepayment and other current assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepayment and other current assets, net | |
Schedule of prepayments and other current assets | December 31, 2021 December 31, 2022 RMB RMB Deductible VAT 1,211 1,625 Deposits 7,640 7,984 Receivables due from third-party online payment platforms 6,533 1,197 Staff advances 1,306 1,336 Prepaid promotion expenses 49,614 40,295 Receivable from borrowers for the guarantee payment to commercial bank 10,208 14,857 Others 6,646 11,295 Less: provisions for prepayment and other current assets (22,698) (31,733) Total prepayment and other current assets, net 60,460 46,856 |
Property, equipment and softw_2
Property, equipment and software, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, equipment and software, net | |
Schedule of property, equipment and software, net | December 31, 2021 December 31, 2022 RMB RMB Furniture and electronic equipment 5,307 5,617 Vehicles 243 222 Software 1,559 1,466 Leasehold improvement 5,080 4,669 Total property, equipment and software 12,189 11,974 Less: accumulated depreciation and amortization (8,722) (10,862) impairment — (1,112) Property, equipment and software, net 3,467 — |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible assets, net | |
Schedule of intangible assets, net | December 31, 2021 December 31, 2022 RMB RMB Customer relationships 3,300 3,300 Trade names 4,822 4,822 Developed technology 17,833 17,833 Total Intangible assets 25,955 25,955 Less: accumulated amortization (8,244) (10,341) impairment — (15,614) Intangible assets, net 17,711 — |
Long- term investments (Tables)
Long- term investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long- term investments | |
Schedule of equity investments without readily determinable fair values | December 31, 2021 December 31, 2022 RMB RMB Equity method investments : Shanghai Three Drivers Culture Media Co., Limited (“STDC”) (1) 5,357 5,383 Total 5,357 5,383 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Taxation | |
Schedule of income tax (benefit) expense | For the year ended December 31, 2020 2021 2022 Current income tax expenses — — — Deferred income tax benefit (1,032) — (5,451) Total (1,032) — (5,451) |
Schedule of reconciliation of the differences between the statutory income tax rate | For the year ended December 31, 2020 2021 2022 % % % Statutory income tax rate of the PRC 25.0 25.0 25.0 Permanent differences* — 2.6 (12.6) Change in valuation allowance (25.0) (18.0) (9.9) Effect of preferential tax rate — (8.2) (1.1) Effect of different tax rates in other jurisdictions (offshore entities) — (1.4) (1.4) Change in impairment of intangible assets — — (3.3) Others (0.6) — — Effective income tax rate (0.6) — (3.3) *Permanent differences are mainly due to non-deductible impairment charges. |
Schedule of temporary differences to the deferred tax assets and liabilities | December 31, 2021 December 31, 2022 RMB RMB Deferred tax assets: Advertising expense in excess of deduction limit 58,230 58,723 Accrued expense and other payables 3,349 2,849 Allowance for doubtful accounts 9,163 9,541 Net operating tax loss carry forwards 63,792 73,423 Total deferred tax assets 134,534 144,536 Less: valuation allowance (134,534) (144,536) Net deferred tax assets — — |
Schedule of movements of the valuation allowance | December 31, 2020 December 31, 2021 December 31, 2022 RMB RMB RMB Deferred tax assets valuation allowance movement: Balance at the beginning of the year 89,713 120,703 134,534 Allowance made during the year 30,990 18,271 15,658 Reduction due to unrealized NOLs and adjustments — — (5,656) Decrease due to disposal of subsidiaries — (4,440) — Balance at end of year 120,703 134,534 144,536 |
Schedule of net operating tax loss carry forwards | As of December 31, 2022, net operating tax loss carry forwards in PRC is expected to expire is as follows: RMB Loss expiring in 2022 4,404 Loss expiring in 2023 29,847 Loss expiring in 2024 33,277 Loss expiring in 2025 46,188 Loss expiring in 2026 73,089 Loss expiring after 2027 146,872 333,677 |
Other taxes payable (Tables)
Other taxes payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other taxes payable | |
Schedule of summary of other taxes payable | December 31, 2021 December 31, 2022 RMB RMB Withholding individual income taxes for employees 8,532 8,593 VAT payables 12,636 15,512 Others 654 622 Total 21,822 24,727 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of operating leases in consolidated balance sheet | December 31, December 31, 2022 2022 RMB US$ ASSETS Operating lease right-of-use assets 13,152 1,907 Less: impairment (3,017) (438) Operating lease right-of-use assets, net 10,135 1,469 LIABILITIES Short-term operating lease liabilities 5,200 753 Long-term operating lease liabilities 7,494 1,087 |
Schedule of maturities of operating lease liabilities | December 31, December 31, 2022 2022 RMB US$ 2023 5,647 819 2024 3,760 545 2025 2,057 298 2026 2,057 298 2027 — — Total lease payments 13,521 1,960 Less: imputed interest (827) (120) Total 12,694 1,840 Current portion 5,200 753 Non-current portion 7,494 1,087 |
Short-term borrowings (Tables)
Short-term borrowings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Short-term borrowings | |
Schedule of short-term debt borrowings | Term loan Maturity date Principal amount Interest rate per annum Name of bank Loan 1 2023-03-18 2,000 3.50 % Bank of China Limited (“BOC”) Loan 2 2023-03-25 10 3.25 % Industrial &Commercial Bank of China (“ICBC”) Loan 3 2023-05-22 1,159 4.25 % Industrial &Commercial Bank of China (“ICBC”) Total 3,169 |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other current liabilities | |
Schedule of summary of other current liabilities | December 31, 2021 December 31, 2022 RMB RMB Professional service fee 5,643 9,391 Advertising expense payables 13,728 5,893 Promotional expense payables 4,571 1,099 Others 3,371 7,438 Total 27,313 23,821 |
Long-term borrowings (Tables)
Long-term borrowings (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-term borrowings | |
Schedule of long term borrowings | Term loan Maturity date Principal amount Interest rate per annum Name of bank Loan 1 2024-06-21 887 5.40 % Shenzhen Qianhai Weizhong Bank corporation Loan 2 2024-06-21 659 5.40 % Shenzhen Qianhai Weizhong Bank corporation Total 1,546 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefits | |
Schedule of employee welfare benefits expenses | For the year ended December 31, 2020 2021 2022 RMB RMB RMB Medical and welfare defined contribution plan 13,091 21,075 16,172 Other employee benefits 310 915 87 Total 13,401 21,990 16,259 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation. | |
Schedule of restricted shares | Number of restricted Weighted-Average shares Grant-Date Fair Value US$ Outstanding as of December 31, 2020 6,917,595 0.692 Granted 1,390,000 0.154 Forfeit (249,500) 1.303 Vested (2,023,845) 0.738 Outstanding as of December 31, 2021 6,034,250 0.527 Granted 1,500,000 0.209 Forfeit (312,000) 0.431 Vested (3,648,500) 0.474 Outstanding as of December 31, 2022 3,573,750 0.457 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Net Loss Per Share | |
Schedule of computation of basic and diluted net loss per share | For the year ended December 31 2020 2021 2022 Numerator : Net loss attributable to TuanChe Limited’s shareholders (163,034) (101,945) (158,140) Denominator: Weighted average number of ordinary shares outstanding, basic and diluted 304,439,440 306,792,324 319,539,180 Basic and diluted net loss per share attributable to TuanChe Limited’s shareholders (0.54) (0.33) (0.49) |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurement | |
Schedule of financial liabilities measured and recorded at fair value on recurring basis | For the year ended December 31, 2022 Level 1 Inputs Level 2 Inputs Level 3 Inputs Balance at fair value RMB RMB RMB US$ Warrant liability — 24,376 3,534 |
Schedule of fair value of warrants | For the Year Ended December 31, 2022 RMB Fair value of warrants at beginning of the year (Level 3) — Issuances 36,838 Change in fair value (11,219) Effect of exchange rate changes (1,243) Fair value of warrants at end of the year (Level 3) 24,376 |
Schedule of inputs related to the Black Scholes model for the valuation of the fair value of warrants | As of November 23, 2022 As of December 31, 2022 Expiration of warrant (years) 5 4.9 Fair market value per share (US$) 1.17 0.84 Exercise price (US$) 2.75 2.75 Risk-free rate 3.96 % 4.05 % Dividend yield — — Standard derivation in the value of stock 132.3 % 131.2 % |
Organization and Reorganizati_3
Organization and Reorganization - Major subsidiaries of vie's (Details) | 12 Months Ended |
Dec. 31, 2022 | |
TuanChe Internet Information Service (Beijing) Co., Ltd. ("TuanChe Internet") | |
Organization and Reorganization | |
Year of incorporation | 2012 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Auto shows, special promotion events, online marketing services |
Shenzhen Drive New Media Co., Ltd. ("Drive New Media") | |
Organization and Reorganization | |
Year of incorporation | 2013 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Subscription and support services |
Beijing Internet Drive Technology Co., Ltd. ("Internet Drive Technology") | |
Organization and Reorganization | |
Year of incorporation | 2018 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Technical support and consulting services |
Tansuojixian Technology (Beijing) Co., Ltd("Tansuojixian") | |
Organization and Reorganization | |
Year of incorporation | 2018 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Technical support and consulting services |
TuanChe (Beijing) Automobile Sales Service Co., Ltd. ("TuanChe Automobile") | |
Organization and Reorganization | |
Year of incorporation | 2015 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Remain dormant |
Aikesipo Exhibition Display (Tianjin) Co., Ltd | |
Organization and Reorganization | |
Year of incorporation | 2017 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Auto shows |
TuanChe Information Limited ("TuanChe Information") | |
Organization and Reorganization | |
Year of incorporation | 2012 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Investment holding |
TuanYuan Internet Technology (Beijing) Co., Ltd. ("TuanYuan") | |
Organization and Reorganization | |
Year of incorporation | 2013 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Technical support and consulting services, auto shows, special promotion events, online marketing services |
Longye International Limited ("Longye") | |
Organization and Reorganization | |
Year of incorporation | 2018 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Investment holding |
Long Ye Information Technology Limited | |
Organization and Reorganization | |
Year of incorporation | 2018 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Investment holding |
Beijing Sangu Maolu Information Technology Co., Ltd. ("Sangu Maolu") | |
Organization and Reorganization | |
Year of incorporation | 2019 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Technical support and consulting services |
Chema Technology (Beijing) Co., Ltd. ("Chema") | |
Organization and Reorganization | |
Year of incorporation | 2018 |
Percentage of direct or indirect economic ownership | 100% |
Principal activities | Technical support and consulting services |
Organization and Reorganizati_4
Organization and Reorganization - Balance sheet of the Group's VIEs (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 CNY (¥) | Dec. 31, 2019 CNY (¥) |
Current assets: | ||||||
Cash and cash equivalents | ¥ 69,895 | $ 10,100 | ¥ 63,461 | $ 9,201 | ¥ 109,916 | ¥ 193,920 |
Other current assets | 11,295 | 6,646 | ||||
Total current assets | 173,668 | 25,180 | 205,709 | |||
Non-current assets: | ||||||
Property, equipment and software, net | 3,467 | |||||
Long-term investments | 5,383 | 780 | 5,357 | |||
Other non-current assets | 522 | 76 | 313 | |||
Total non-current assets | 61,601 | 8,931 | 147,366 | |||
TOTAL ASSETS | 235,269 | 34,111 | 353,075 | |||
Current liabilities: | ||||||
Short term borrowings | 3,200 | 459 | 7,000 | |||
Accounts payable | 5,308 | 770 | 29,577 | |||
Advance from customers | 3,695 | 536 | 15,401 | |||
Salary and welfare benefits payable | 32,944 | 4,776 | 39,870 | |||
Other taxes payable | 24,727 | 3,585 | 21,822 | |||
Short-term operating lease liabilities | 5,200 | 753 | 2,589 | |||
Current portion of deferred revenue | 1,345 | 195 | 4,139 | |||
Other current liabilities | 23,821 | 3,455 | 27,313 | |||
Total current liabilities | 100,209 | 14,529 | 151,784 | |||
Non-current liabilities: | ||||||
Long-term borrowings (including Long-term borrowings of the consolidated variable interest entities "VIEs") without recourse to the primary beneficiary of nil and RMB 1,546 as of December 31, 2021 and 2022, respectively) | 1,500 | 224 | ||||
Non-current portion | 7,494 | 1,087 | 1,475 | |||
Non-current portion of deferred revenue | 18 | 3 | 98 | |||
Total non-current liabilities | 33,926 | 4,919 | 7,981 | |||
TOTAL LIABILITIES | 134,135 | $ 19,448 | 159,765 | |||
Consolidated VIEs primary beneficiary | ||||||
Current assets: | ||||||
Cash and cash equivalents | 6,172 | 4,974 | ||||
Amount due from the subsidiaries of the Group | 117,489 | 91,767 | ||||
Other current assets | 51,126 | 29,100 | ||||
Total current assets | 174,787 | 125,841 | ||||
Non-current assets: | ||||||
Property, equipment and software, net | 0 | 379 | ||||
Long-term investments | 5,383 | 5,357 | ||||
Other non-current assets | 1,045 | 1,025 | ||||
Total non-current assets | 6,428 | 6,761 | ||||
TOTAL ASSETS | 181,215 | 132,602 | ||||
Current liabilities: | ||||||
Short term borrowings | 1,169 | 4,000 | ||||
Accounts payable | 818 | 395 | ||||
Advance from customers | 2,986 | 4,321 | ||||
Salary and welfare benefits payable | 21,803 | 24,047 | ||||
Other taxes payable | 15,119 | 12,323 | ||||
Short-term operating lease liabilities | 652 | 1,025 | ||||
Current portion of deferred revenue | 1,345 | 4,139 | ||||
Other current liabilities | 2,508 | 3,816 | ||||
Account due to subsidiaries of the Group | 266,679 | 253,003 | ||||
Total current liabilities | 313,079 | 307,069 | ||||
Non-current liabilities: | ||||||
Long-term borrowings (including Long-term borrowings of the consolidated variable interest entities "VIEs") without recourse to the primary beneficiary of nil and RMB 1,546 as of December 31, 2021 and 2022, respectively) | 1,546 | |||||
Non-current portion | 605 | |||||
Non-current portion of deferred revenue | 18 | 98 | ||||
Total non-current liabilities | 2,169 | 98 | ||||
TOTAL LIABILITIES | ¥ 315,248 | ¥ 307,167 |
Organization and Reorganizati_5
Organization and Reorganization - Comprehensive loss of the Group's VIEs (Details) - Consolidated VIEs primary beneficiary - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization and Reorganization | |||
Net revenues | ¥ 95,382 | ¥ 93,975 | ¥ 104,819 |
Net (loss)/ income | ¥ 19,775 | ¥ (30,565) | ¥ (3,462) |
Organization and Reorganizati_6
Organization and Reorganization - Cash flow of the Group's VIEs (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | |
Organization and Reorganization | ||||
Net cash (used in)/generated from operating activities | ¥ (109,700) | $ (15,901) | ¥ (92,255) | ¥ (88,854) |
Net cash generated from investing activities | (212) | (31) | 47,856 | 37,698 |
Net cash (used in)/generated from financing activities | 91,241 | 13,228 | 7,000 | (63) |
Net (decrease)/increase in cash, cash equivalent and restricted cash | (20,455) | $ (2,966) | (42,447) | (55,704) |
Consolidated VIEs primary beneficiary | ||||
Organization and Reorganization | ||||
Net cash (used in)/generated from operating activities | 2,483 | (22,124) | (4,945) | |
Net cash generated from investing activities | 2,920 | 12,050 | ||
Net cash (used in)/generated from financing activities | (1,285) | 4,000 | (63) | |
Net (decrease)/increase in cash, cash equivalent and restricted cash | ¥ 1,198 | ¥ (15,204) | ¥ 7,042 |
Organization and Reorganizati_7
Organization and Reorganization - Additional information (Details) - CNY (¥) ¥ in Millions | Nov. 23, 2022 | Dec. 31, 2022 | Nov. 25, 2022 | Dec. 31, 2021 |
Organization and Reorganization | ||||
Variable interest entity registered capital | ¥ 40.1 | ¥ 40.1 | ||
Prefunded Warrants [Member] | ||||
Organization and Reorganization | ||||
Number of warrants issued to purchase shares | 800,000 | |||
Registered Direct Offering | ADS | ||||
Organization and Reorganization | ||||
Number of shares issued | 3,654,546 | |||
Registered Direct Offering | ADS | Warrants [Member] | ||||
Organization and Reorganization | ||||
Number of warrants issued to purchase shares | 5,454,546 | |||
Registered Direct Offering | ADS | Prefunded Warrants [Member] | ||||
Organization and Reorganization | ||||
Number of warrants issued to purchase shares | 1,800,000 |
Going Concern and impact of C_2
Going Concern and impact of COVID-19 pandemic (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2019 CNY (¥) | |
Going Concern and impact of COVID-19 pandemic | |||||||
Incurred recurring operating losses including net losses | ¥ 158,100 | ¥ 101,900 | ¥ 163,500 | ||||
Net cash used in operating activities | (109,700) | $ (15,901) | (92,255) | (88,854) | |||
Accumulated deficit | 1,141,800 | 983,645 | $ 165,543 | ||||
Cash and cash equivalents | ¥ 69,895 | ¥ 63,461 | ¥ 109,916 | $ 10,100 | $ 9,201 | ¥ 193,920 |
Significant Accounting Polici_4
Significant Accounting Policies - Property, equipment and software, net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Furniture and electronic equipment | |
Property, Plant and Equipment | |
Estimated useful lives | 3 years |
Vehicles | |
Property, Plant and Equipment | |
Estimated useful lives | 10 years |
Software | |
Property, Plant and Equipment | |
Estimated useful lives | 5 years |
Leasehold improvements | |
Property, Plant and Equipment | |
Estimated useful lives | Shorter of expected lives of leasehold improvements and lease term |
Significant Accounting Polici_5
Significant Accounting Policies - Intangible assets, net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Customer relationships | |
Intangible Assets | |
Estimated useful life | 3 years |
Trade names | |
Intangible Assets | |
Estimated useful life | 10 years |
Developed technology | |
Intangible Assets | |
Estimated useful life | 7 years |
Significant Accounting Polici_6
Significant Accounting Policies - Concentrations and Risks (Details) | 12 Months Ended | ||
Dec. 31, 2022 customer item | Dec. 31, 2021 item customer | Dec. 31, 2020 customer item | |
Number of advertising and promotional service providers that accounted for more than 10% of the Group's advertising and promotional service | item | 2 | 3 | 3 |
Number of customer | 3 | 1 | 0 |
Customer One | |||
Number of customer | 1 | ||
Customer Two | |||
Number of customer | 2 | ||
Customer Concentration Risk Member | Revenue From Contract With Customer Member | Customer One | |||
Concentration risk (as a percent) | 24.10% | 18.70% | |
Customer Concentration Risk Member | Revenue From Contract With Customer Member | Customer Two | |||
Concentration risk (as a percent) | 17.90% |
Significant Accounting Polici_7
Significant Accounting Policies - Additional information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2022 CNY (¥) segment $ / ¥ shares | Dec. 31, 2022 USD ($) segment shares | Dec. 31, 2021 CNY (¥) shares | Dec. 31, 2020 CNY (¥) shares | Dec. 31, 2022 USD ($) $ / ¥ | Mar. 01, 2022 | Dec. 31, 2021 USD ($) | Dec. 31, 2019 CNY (¥) | |
Significant Accounting Policies | ||||||||
Exchange rate (US$1.00) | $ / ¥ | 6.8972 | 6.8972 | ||||||
Cash at bank and demand deposits | ¥ 61,100 | ¥ 53,400 | $ 8,800 | $ 8,400 | ||||
Restricted cash | ¥ 6,948 | 33,837 | 1,007 | |||||
Depreciation methods | straight-line method | straight-line method | ||||||
Impairment loss | ¥ 69,900 | $ 10,128 | 0 | ¥ 0 | ||||
Impairment charges | 19,743 | $ 2,863 | 0 | 0 | ||||
Total unearned revenues | 5,100 | 19,100 | ||||||
Revenue recognized from customers | 14,900 | 23,700 | 3,500 | |||||
Percentage of equity interests acquired from non-controlling shareholders | 45% | |||||||
Advertising and promotional expenses | 57,600 | 140,100 | 156,600 | |||||
Cash and cash equivalents | ¥ 69,895 | ¥ 63,461 | ¥ 109,916 | $ 10,100 | $ 9,201 | ¥ 193,920 | ||
Number of operating segments | segment | 1 | 1 | ||||||
Number of reportable segments | segment | 1 | 1 | ||||||
Restricted shares | ||||||||
Significant Accounting Policies | ||||||||
Number of shares excluded from calculation of diluted net loss per share | shares | 3,573,750 | 3,573,750 | 6,034,250 | 6,917,595 | ||||
Other non-current assets | ||||||||
Significant Accounting Policies | ||||||||
Impairment charges | ¥ 19,700 | ¥ 0 | ¥ 0 | |||||
PRC subsidiaries, VIEs | ||||||||
Significant Accounting Policies | ||||||||
Percentage of cash and cash equivalents held y subsidiaries | 18.20% | 18.20% | 34.10% | |||||
Cash and cash equivalents | ¥ 12,700 | ¥ 21,600 |
Acquisition (Details)
Acquisition (Details) - Longye International Limited ("Longye") ¥ in Thousands | Jan. 13, 2020 CNY (¥) |
Acquisition | |
Total Cash consideration | ¥ 99,896 |
Plus: Fair value of equity consideration as of acquisition date | 16,969 |
Purchase consideration | ¥ 116,865 |
Acquisition - Purchase price al
Acquisition - Purchase price allocation (Details) ¥ in Thousands, $ in Thousands | Jan. 13, 2020 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) |
Purchase price allocation | ||||
Goodwill | ¥ 45,561 | $ 6,606 | ¥ 115,414 | |
Longye International Limited [Member] | ||||
Purchase price allocation | ||||
Goodwill | ¥ 115,414 | ¥ 45,561 | ¥ 115,414 | |
Net liabilities assumed | (18,021) | |||
Deferred tax liabilities | (6,483) | |||
Purchase price allocation | ¥ 116,865 | |||
Customer Relationships [Member] | ||||
Purchase price allocation | ||||
Amortization period | 3 years | |||
Customer Relationships [Member] | Longye International Limited [Member] | ||||
Purchase price allocation | ||||
Intangible assets | ¥ 3,300 | |||
Trade Names [Member] | ||||
Purchase price allocation | ||||
Amortization period | 10 years | |||
Trade Names [Member] | Longye International Limited [Member] | ||||
Purchase price allocation | ||||
Intangible assets | ¥ 4,822 | |||
Technology-Based Intangible Assets [Member] | ||||
Purchase price allocation | ||||
Amortization period | 7 years | |||
Technology-Based Intangible Assets [Member] | Longye International Limited [Member] | ||||
Purchase price allocation | ||||
Intangible assets | ¥ 17,833 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - Longye International Limited ("Longye") ¥ in Millions | Jan. 01, 2022 | Jan. 01, 2021 | Jan. 13, 2020 CNY (¥) shares |
Acquisition | |||
Consideration for acquisition | ¥ | ¥ 117 | ||
Bridge loan | ¥ | ¥ 100 | ||
Period considered for average closing price | 30 days | ||
Percentage of consideration shares were released | 20% | ||
Percentage of consideration shares subject to restrictions on transfer lifted | 50 | 30 | |
Class A ordinary shares | |||
Acquisition | |||
Shares issued for acquisition | shares | 8,366,444 | ||
ADS | |||
Acquisition | |||
Shares issued for acquisition | shares | 2,092,000 |
Acquisition - Goodwill (Details
Acquisition - Goodwill (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Jan. 13, 2020 CNY (¥) |
Acquisition | ||||
Goodwill, net | ¥ 45,561 | $ 6,606 | ¥ 115,414 | |
Longye | ||||
Acquisition | ||||
Goodwill | 115,414 | 115,414 | ||
Less: impairment | (69,853) | |||
Goodwill, net | ¥ 45,561 | ¥ 115,414 | ¥ 115,414 |
Accounts and notes receivable_3
Accounts and notes receivables, net - Accounts receivable, net (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) |
Accounts and notes receivables, net | |||
Notes receivable | ¥ 505 | ¥ 4,588 | |
Accounts receivable | 80,845 | 78,332 | |
Less: allowance for doubtful accounts | (31,381) | (34,969) | |
Accounts receivable, net | ¥ 49,969 | $ 7,245 | ¥ 47,951 |
Accounts and notes receivable_4
Accounts and notes receivables, net - Movements of the allowance for doubtful accounts (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts and notes receivables, net | |||
Balance at the beginning of the year | ¥ 34,969 | ¥ 23,298 | ¥ 14,175 |
Additions/(reversal) | (892) | 11,671 | 13,654 |
Write-off | (2,696) | (4,531) | |
Balance at the end of the year | ¥ 31,381 | ¥ 34,969 | ¥ 23,298 |
Prepayment and other current _3
Prepayment and other current assets, net (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | Dec. 31, 2022 USD ($) | |
Prepayment and other current assets, net | ||||
Deductible VAT | ¥ 1,625 | ¥ 1,211 | ||
Deposits | 7,984 | 7,640 | ||
Receivables due from third-party online payment platforms | 1,197 | 6,533 | ||
Staff advances | 1,336 | 1,306 | ||
Prepaid promotion expenses | 40,295 | 49,614 | ||
Receivable from borrowers for the guarantee payment to commercial bank | 14,857 | 10,208 | ||
Others | 11,295 | 6,646 | ||
Less: provisions for prepayment and other current assets | (31,733) | (22,698) | ||
Total prepayment and other current assets, net | 46,856 | 60,460 | $ 6,794 | |
Provisions for prepayment and other current assets | ¥ 9,035 | ¥ 6,125 | ¥ 16,573 |
Property, equipment and softw_3
Property, equipment and software, net - Summary of property, equipment and software, net (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment | ||
Total property, equipment and software | ¥ 11,974 | ¥ 12,189 |
Less: accumulated depreciation and amortization | (10,862) | (8,722) |
impairment | (1,112) | |
Property, equipment and software, net | 3,467 | |
Furniture and electronic equipment | ||
Property, Plant and Equipment | ||
Total property, equipment and software | 5,617 | 5,307 |
Vehicles | ||
Property, Plant and Equipment | ||
Total property, equipment and software | 222 | 243 |
Software | ||
Property, Plant and Equipment | ||
Total property, equipment and software | 1,466 | 1,559 |
Leasehold improvements | ||
Property, Plant and Equipment | ||
Total property, equipment and software | ¥ 4,669 | ¥ 5,080 |
Property, equipment and softw_4
Property, equipment and software, net - Additional information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | |
Property, Plant and Equipment | ||||
Impairment charges | ¥ 19,743 | $ 2,863 | ¥ 0 | ¥ 0 |
Property, Equipment and Software | ||||
Property, Plant and Equipment | ||||
Depreciation expenses of property, equipment and software | 2,140 | 3,317 | 3,049 | |
Impairment charges | ¥ 1,112 | ¥ 0 | ¥ 0 |
Intangible assets, net (Details
Intangible assets, net (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets | ||
Total Intangible assets | ¥ 25,955 | ¥ 25,955 |
Impairment | ¥ (15,614) | |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill, Impairment Loss | |
Intangible assets, net | 17,711 | |
Customer relationships | ||
Intangible Assets | ||
Total Intangible assets | ¥ 3,300 | 3,300 |
Less: accumulated amortization | ¥ (10,341) | (8,244) |
Useful life of intangible assets | 3 years | |
Trade names | ||
Intangible Assets | ||
Total Intangible assets | ¥ 4,822 | 4,822 |
Useful life of intangible assets | 10 years | |
Developed technology | ||
Intangible Assets | ||
Total Intangible assets | ¥ 17,833 | ¥ 17,833 |
Useful life of intangible assets | 7 years | |
Minimum [Member] | Long Ye Information Technology Limited | ||
Intangible Assets | ||
Useful life of intangible assets | 3 years | |
Maximum [Member] | Long Ye Information Technology Limited | ||
Intangible Assets | ||
Useful life of intangible assets | 10 years |
Intangible assets, net - Amorti
Intangible assets, net - Amortization expenses (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | |
Intangible Assets | ||||
Amortization expense | ¥ 2,097 | $ 304 | ¥ 4,110 | ¥ 4,134 |
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Impairment of Long-Lived Assets Held-for-use | Impairment of Long-Lived Assets Held-for-use | ||
Long Ye Information Technology Limited | ||||
Intangible Assets | ||||
Amortization expense | ¥ 2,097 | 4,128 | 4,128 | |
Impairment of Intangible Assets, Finite-lived | ¥ 15,614 | ¥ 0 | ¥ 0 |
Long- term investments (Details
Long- term investments (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Jun. 30, 2021 CNY (¥) | Dec. 31, 2019 | Sep. 03, 2018 CNY (¥) |
Long Term Investment | ||||||
Long-term Investments, Total | ¥ 5,383 | $ 780 | ¥ 5,357 | |||
Shanghai Three Drivers Culture Media Co Limited | ||||||
Long Term Investment | ||||||
Investment in cash | ¥ 2,250 | ¥ 4,000 | ||||
Percentage of equity interest | 49% | 40% | ||||
Carrying value of equity investment | ¥ 5,383 | ¥ 5,357 |
Long- term investments - Equity
Long- term investments - Equity investments accounted for using the equity method (Details) - Equity Method Investments - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity Method Investments | |||
Carrying value of equity investment | ¥ 5,383 | ¥ 5,357 | |
Change in profit and loss of equity investment | ¥ 26 | ¥ 258 | ¥ 933 |
Taxation - Income tax (benefit)
Taxation - Income tax (benefit) expense (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | |
Taxation | ||||
Deferred income tax (benefit) | ¥ (5,451) | ¥ (1,032) | ||
Total | ¥ (5,451) | $ (790) | ¥ 0 | ¥ (1,032) |
Taxation - Reconciliation of di
Taxation - Reconciliation of differences between statutory income tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Taxation | |||
Statutory income tax rate of the PRC | 25% | 25% | 25% |
Permanent differences | (12.60%) | 2.60% | |
Change in valuation allowance | (9.90%) | (18.00%) | (25.00%) |
Effect of preferential tax rate | (1.10%) | (8.20%) | |
Effect of different tax rates in other jurisdictions (offshore entities) | (1.40%) | (1.40%) | |
Change in impairment of intangible assets | (3.30%) | ||
Others | 0% | (0.60%) | |
Effective income tax rate | (3.30%) | (0.60%) |
Taxation - Deferred tax assets
Taxation - Deferred tax assets and liabilities (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||||
Advertising expense in excess of deduction limit | ¥ 58,723 | ¥ 58,230 | ||
Accrued expense and other payables | 2,849 | 3,349 | ||
Allowance for doubtful accounts | 9,541 | 9,163 | ||
Net operating tax loss carry forwards | 73,423 | 63,792 | ||
Total deferred tax assets | 144,536 | 134,534 | ||
Less: valuation allowance | (144,536) | (134,534) | ¥ (120,703) | ¥ (89,713) |
Net deferred tax assets | ¥ 0 | ¥ 0 |
Taxation - Additional informati
Taxation - Additional information (Details) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 HKD ($) | Dec. 31, 2020 | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | |
Income Tax Expense | ||||
Effective income tax rate | (3.30%) | (0.60%) | ||
Percentage withholding income tax dividends distributed by foreign-invested entity ("FIE") | 10% | |||
Withholding tax rate lowered if foreign investor owns shares of FIE | 5% | |||
Percentage share of FIE own directly by foreign investor | 25% | |||
Underpayment of taxes | ¥ 100,000 | $ 15,488 | ||
Income tax examination statute of limitations extended | 5 years | |||
Income tax examination, statute of limitations | 3 years | |||
Minimum | ||||
Income Tax Expense | ||||
Operating loss carryforward expiration period | 5 years | |||
Maximum | ||||
Income Tax Expense | ||||
Operating loss carryforward expiration period | 10 years | |||
China | State Administration of Taxation, China [Member] | ||||
Income Tax Expense | ||||
Effective income tax rate | 25% | |||
Number of years reconfirmed as high and new technology enterprise | 3 years | |||
Effective income tax rate for high and new technology enterprise | 15% | |||
Hong Kong | Inland Revenue, Hong Kong | ||||
Income Tax Expense | ||||
Assessable profits | $ 2 | |||
First HK$2 million of profits, tax rate | 8.25% | |||
Effective income tax rate | 16.50% |
Taxation - Movements of valuati
Taxation - Movements of valuation allowance (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance | |||
Balance at the beginning of the year | ¥ 134,534 | ¥ 120,703 | ¥ 89,713 |
Allowance made during the year | 15,658 | 18,271 | 30,990 |
Reduction due to unrealized NOLs and adjustments | ¥ (5,656) | ||
Decrease due to disposal of subsidiaries | ¥ (4,440) | ||
Balance at end of year | ¥ 144,536 | ¥ 134,534 | ¥ 120,703 |
Taxation - Net operating tax lo
Taxation - Net operating tax loss carry forwards (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Loss Carryforwards | ||
Net operating tax loss carry forwards | ¥ 333,677 | |
PRC | ||
Operating Loss Carryforwards | ||
Net operating tax loss carry forwards | 333,677 | ¥ 287,782 |
Hong Kong | ||
Operating Loss Carryforwards | ||
Net operating tax loss carry forwards | 327 | ¥ 321 |
Loss expiring in 2022 | ||
Operating Loss Carryforwards | ||
Net operating tax loss carry forwards | 4,404 | |
Loss expiring In 2023 | ||
Operating Loss Carryforwards | ||
Net operating tax loss carry forwards | 29,847 | |
Loss expiring In 2024 | ||
Operating Loss Carryforwards | ||
Net operating tax loss carry forwards | 33,277 | |
Loss expiring in 2025 | ||
Operating Loss Carryforwards | ||
Net operating tax loss carry forwards | 46,188 | |
Loss expiring in 2026 | ||
Operating Loss Carryforwards | ||
Net operating tax loss carry forwards | 73,089 | |
Loss expiring after 2027 | ||
Operating Loss Carryforwards | ||
Net operating tax loss carry forwards | ¥ 146,872 |
Other taxes payable (Details)
Other taxes payable (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) |
Other taxes payable | |||
Withholding individual income taxes for employees | ¥ 8,593 | ¥ 8,532 | |
VAT payables | 15,512 | 12,636 | |
Others | 622 | 654 | |
Total | ¥ 24,727 | $ 3,585 | ¥ 21,822 |
Leases - Consolidated balance s
Leases - Consolidated balance sheet (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | Dec. 31, 2022 USD ($) | |
ASSETS | |||||
Operating lease right-of-use assets | ¥ 13,152 | $ 1,907 | |||
Less: impairment | (3,017) | $ (438) | ¥ 0 | ¥ 0 | |
Operating lease right-of-use assets, net | 10,135 | 5,104 | 1,469 | ||
LIABILITIES | |||||
Short-term operating lease liabilities | 5,200 | 2,589 | 753 | ||
Non-current portion | ¥ 7,494 | ¥ 1,475 | $ 1,087 |
Leases - Maturities of operatin
Leases - Maturities of operating lease liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) |
Leases | |||
2023 | ¥ 5,647 | $ 819 | |
2024 | 3,760 | 545 | |
2025 | 2,057 | 298 | |
2026 | 2,057 | 298 | |
Total lease payments | 13,521 | 1,960 | |
Less: imputed interest | (827) | (120) | |
Current portion | 5,200 | 753 | ¥ 2,589 |
Non-current portion | ¥ 7,494 | $ 1,087 | ¥ 1,475 |
Leases - Weighted average remai
Leases - Weighted average remaining (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | |
Leases | ||||
Lease expenses | ¥ 16,677 | ¥ 41,377 | ¥ 42,600 | |
Cash paid for operating lease | ¥ 5,569 | 6,007 | ||
Weighted average remaining lease term | 3 years 1 month 28 days | 3 years 1 month 28 days | ||
Weighted-average discount rate | 4.75% | 4.75% | ||
Impairment loss of operating lease right-of-use assets | $ 438 | ¥ 3,017 | ¥ 0 | ¥ 0 |
Short-term borrowings (Details)
Short-term borrowings (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) |
Short-term borrowings | |||
Short term borrowings | ¥ 3,200 | $ 459 | ¥ 7,000 |
Short-term borrowings - Term Lo
Short-term borrowings - Term Loan (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Mar. 31, 2022 | |
Short-term Debt [Line Items] | ||
Repayment of remaining principal amount | ¥ 2,000 | |
Short term debt | ||
Short-term Debt [Line Items] | ||
Principal Amount | ¥ 3,169 | |
Loan 1 | Bank of China Limited | Short term debt | ||
Short-term Debt [Line Items] | ||
Maturity date | Mar. 18, 2023 | |
Principal Amount | ¥ 2,000 | |
Interest rate per annum | 3.50% | |
Loan 2 | Industrial &Commercial Bank of China | Short term debt | ||
Short-term Debt [Line Items] | ||
Maturity date | Mar. 25, 2023 | |
Principal Amount | ¥ 10 | |
Interest rate per annum | 3.25% | |
Loan 3 | Industrial &Commercial Bank of China | Short term debt | ||
Short-term Debt [Line Items] | ||
Maturity date | May 22, 2023 | |
Principal Amount | ¥ 1,159 | |
Interest rate per annum | 4.25% |
Other current liabilities (Deta
Other current liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) |
Other current liabilities | |||
Professional service fee | ¥ 9,391 | ¥ 5,643 | |
Advertising expense payables | 5,893 | 13,728 | |
Promotional expense payables | 1,099 | 4,571 | |
Others | 7,438 | 3,371 | |
Total | ¥ 23,821 | $ 3,455 | ¥ 27,313 |
Long-term borrowings (Details)
Long-term borrowings (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) |
Debt Instrument [Line Items] | ||
Long-term borrowings | ¥ 1,500 | $ 224 |
Long term debt | ||
Debt Instrument [Line Items] | ||
Principal Amount | 1,546 | |
Loan 1 | Shenzhen Qianhai Weizhong Bank corporation | Long term debt | ||
Debt Instrument [Line Items] | ||
Principal Amount | ¥ 887 | |
Interest rate per annum | 5.40% | 5.40% |
Loan 2 | Shenzhen Qianhai Weizhong Bank corporation | Long term debt | ||
Debt Instrument [Line Items] | ||
Principal Amount | ¥ 659 | |
Interest rate per annum | 5.40% | 5.40% |
Employee Benefits (Details)
Employee Benefits (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefits | |||
Medical and welfare defined contribution plan | ¥ 16,172 | ¥ 21,075 | ¥ 13,091 |
Other employee benefits | 87 | 915 | 310 |
Total | ¥ 16,259 | ¥ 21,990 | ¥ 13,401 |
Share-based Compensation - Summ
Share-based Compensation - Summary of the restricted shares activities (Details) - Restricted shares [Member] - TuanChe Limited Share Incentive Plan (the "Plan") - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of restricted shares | ||
Outstanding Balance | 6,034,250 | 6,917,595 |
Granted | 1,500,000 | 1,390,000 |
Forfeit | (312,000) | (249,500) |
Vested | (3,648,500) | (2,023,845) |
Outstanding Balance | 3,573,750 | 6,034,250 |
Weighted-Average Grant-Date Fair Value | ||
Outstanding Balance | $ 0.527 | $ 0.692 |
Granted | 0.209 | 0.154 |
Forfeit | 0.431 | 1.303 |
Vested | 0.474 | 0.738 |
Outstanding Balance | $ 0.457 | $ 0.527 |
Share-based Compensation - Shar
Share-based Compensation - Share option replacement (Details) $ in Millions | 1 Months Ended | 12 Months Ended | ||||
Nov. 23, 2022 USD ($) shares | Jun. 30, 2018 CNY (¥) shares | Jun. 15, 2018 shares | Dec. 31, 2022 CNY (¥) shares | Dec. 31, 2021 CNY (¥) shares | Dec. 31, 2020 CNY (¥) shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Number of shares issued | 58,472,736 | |||||
Share issued value | $ | $ 15 | |||||
Unrecognized compensation expenses related to unvested awards granted | ¥ | ¥ 6,400,000 | |||||
TuanChe Limited Share Incentive Plan (the "Plan") | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of restricted shares shall replaced with options | 15,473,653 | |||||
Number of share options replaced with restricted shares | 13,740,480 | |||||
TuanChe Limited Share Incentive Plan (the "Plan") | Employees | Minimum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 0 years | 0 years | 0 years | |||
TuanChe Limited Share Incentive Plan (the "Plan") | Employees | Maximum [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | 4 years | 4 years | |||
TuanChe Limited Share Incentive Plan (the "Plan") | Best Cars Limited ("Best Cars") | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares issued | 38,723,321 | |||||
Share issued value | ¥ | ¥ 0 | |||||
Restricted shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total share based compensation expense | ¥ | ¥ 10,300,000 | ¥ 9,800,000 | ¥ 17,400,000 | |||
Weighted average period | 1 year 3 months 29 days | |||||
Restricted shares [Member] | TuanChe Limited Share Incentive Plan (the "Plan") | Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of restricted shares granted | 1,500,000 | 1,390,000 | 3,890,000 | |||
Total fair value of restricted shares granted | ¥ | ¥ 2,200,000 | ¥ 1,400,000 | ¥ 10,500,000 |
Equity (Details)
Equity (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Nov. 25, 2022 shares | Nov. 23, 2022 CNY (¥) shares | Nov. 23, 2022 USD ($) $ / shares shares | Dec. 31, 2022 CNY (¥) shares | Dec. 31, 2022 CNY (¥) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | |
Equity | ||||||||
Share issued (in shares) | 58,472,736 | 58,472,736 | ||||||
Share issued value | $ | $ 15,000 | |||||||
Offering expenses | $ | $ 13,700 | |||||||
Fair value of warrant liability | ¥ (11,219) | $ (1,627) | ¥ 0 | ¥ 0 | ||||
ADS | ||||||||
Equity | ||||||||
Warrants exercise price | $ / shares | $ 2.75 | |||||||
Warrant exercised | 1 | |||||||
Number of ordinary shares | 16 | 16 | ||||||
ADS | Ordinary shares | ||||||||
Equity | ||||||||
Warrants exercise price | $ / shares | $ 0.001 | |||||||
ADS | Registered Direct Offering | ||||||||
Equity | ||||||||
Number of shares issued | 3,654,546 | 3,654,546 | ||||||
Pre-Funded Warrants | ||||||||
Equity | ||||||||
Warrants to purchase common stock shares | 800,000 | |||||||
Warrant exercised | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Warrant term | 5 years | 5 years | ||||||
Number of shares issued for conversion of convertible loan | 12,800,000 | |||||||
Pre-Funded Warrants | ADS | Registered Direct Offering | ||||||||
Equity | ||||||||
Warrants to purchase common stock shares | 1,800,000 | |||||||
Warrants | ||||||||
Equity | ||||||||
Fair value of warrant liability | ¥ | ¥ 36,800 | ¥ 24,400 | ||||||
Warrants | ADS | Registered Direct Offering | ||||||||
Equity | ||||||||
Warrants to purchase common stock shares | 5,454,546 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of basic and diluted net loss per share (Details) ¥ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CNY (¥) ¥ / shares shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 CNY (¥) ¥ / shares shares | Dec. 31, 2020 CNY (¥) ¥ / shares shares | |
Numerator : | ||||
Net loss attributable to TuanChe Limited's shareholders | ¥ (158,140) | $ (22,929) | ¥ (101,945) | ¥ (163,034) |
Denominator: | ||||
Weighted average number of ordinary shares outstanding, basic | shares | 319,539,180 | 319,539,180 | 306,792,324 | 304,439,440 |
Weighted average number of ordinary shares outstanding, diluted | shares | 319,539,180 | 319,539,180 | 306,792,324 | 304,439,440 |
Basic net loss per share attributable to TuanChe Limited's shareholders | ¥ / shares | ¥ (0.49) | ¥ (0.33) | ¥ (0.54) | |
Diluted net loss per share attributable to TuanChe Limited's shareholders | ¥ / shares | ¥ (0.49) | ¥ (0.33) | ¥ (0.54) |
Related party transactions an_2
Related party transactions and balance (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | |||
Dec. 02, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Beijing Hengpengzhixin Automobile Sales Co Ltd [Member] | ||||
Related Party Transaction [Line Items] | ||||
Disposed investment carrying value | ¥ 300 | |||
Consideration for disposal of equity investments without readily determinable fair values | ¥ 300 | |||
Shanghai Three Drivers Culture Media Co Limited | Outsourcing service agreements | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | ¥ 1,526 | ¥ 2,721 | ¥ 1,598 | |
Prepayment balance | 248 | 348 | ||
Shanghai Three Drivers Culture Media Co Limited | Promotion Service Agreements | ||||
Related Party Transaction [Line Items] | ||||
Related party expenses | 1,415 | |||
Mr. Wei Wen | ||||
Related Party Transaction [Line Items] | ||||
Amount given to related party | 13,569 | |||
Proceeds from related party debt | 13,699 | |||
Other payable due to related parties | ¥ 130 | ¥ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair value hierarchy measured and recorded liabilities (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value Measurements | ||
Warrant liability | ¥ 0 | |
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Warrant Liability Including VIEs | |
Fair value on recurring basis | ||
Fair Value Measurements | ||
Warrant liability | ¥ 3,534 | |
Level 3 | ||
Fair Value Measurements | ||
Warrant liability | 24,376 | |
Level 3 | Fair value on recurring basis | ||
Fair Value Measurements | ||
Warrant liability | ¥ 24,376 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Fair Value Of Warrants (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 CNY (¥) | Dec. 31, 2020 CNY (¥) | |
Fair Value Measurements | ||||
Fair value of warrants, Beginning | ¥ 0 | |||
Change in fair value | 11,219 | $ 1,627 | ¥ 0 | ¥ 0 |
Fair value of warrants , Ending | ¥ 0 | |||
Level 3 | ||||
Fair Value Measurements | ||||
Issuances | 36,838 | |||
Change in fair value | (11,219) | |||
Effect of exchange rate changes | (1,243) | |||
Fair value of warrants , Ending | ¥ 24,376 |
Fair Value Measurement - Black
Fair Value Measurement - Black Scholes Model For The Valuation Of Fair Value Of Warrants (Details) | Dec. 31, 2022 $ / shares Y | Nov. 23, 2022 $ / shares Y |
Expiration of warrant (years) | ||
Fair Value Measurements | ||
Fair value of warrants | Y | 4.9 | 5 |
Fair market value per share (US$) | ||
Fair Value Measurements | ||
Fair value of warrants | 0.84 | 1.17 |
Exercise price (US$) | ||
Fair Value Measurements | ||
Fair value of warrants | 2.75 | 2.75 |
Risk-free rate | ||
Fair Value Measurements | ||
Fair value of warrants | 0.0405 | 0.0396 |
Standard derivation in the value of stock | ||
Fair Value Measurements | ||
Fair value of warrants | 1.312 | 1.323 |
Restricted Net Assets (Details)
Restricted Net Assets (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Net Assets | ||
Percentage of funds kept aside for payment of dividends | 10% | |
Net assets transfer restricted portion | ¥ 4,231 | ¥ 164,081 |