Document and Entity Information
Document and Entity Information - shares | 12 Months Ended | |
Dec. 31, 2019 | May 18, 2020 | |
Document Type | 20-F | |
Document Period End Date | Dec. 31, 2019 | |
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 | 2019 | |
Document Fiscal Period Focus | FY | |
Amendment Flag | false | |
Trading Symbol | tc | |
Class A ordinary shares | ||
Entity Common Stock, Shares Outstanding | 266,491,715 | |
Class B ordinary shares | ||
Entity Common Stock, Shares Outstanding | 55,260,580 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS ¥ in Thousands, $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Current assets: | |||
Cash and cash equivalents | $ 27,855 | ¥ 193,920 | ¥ 578,558 |
Restricted cash | 220 | 1,529 | 0 |
Time deposits | 10,021 | 69,762 | |
Accounts receivable, net | 10,398 | 72,391 | 52,255 |
Prepayment and other current assets | 27,835 | 193,782 | 68,819 |
Total current assets | 76,329 | 531,384 | 699,632 |
Non-current assets: | |||
Property, equipment and software, net | 2,925 | 20,360 | 11,636 |
Long-term investments | 1,131 | 7,874 | 4,390 |
Other non-current assets | 1,088 | 7,577 | 10,267 |
Total non-current assets | 5,144 | 35,811 | 26,293 |
Total assets | 81,473 | 567,195 | 725,925 |
Current liabilities: | |||
Accounts payable (including accounts payable of the consolidated variable interest entities ("VIEs") without recourse to the primary beneficiary of RMB1,871 and RMB3,624 as of December 31, 2018 and 2019, respectively) | 837 | 5,825 | 6,996 |
Advance from customers (including advance from customers of the consolidated VIEs without recourse to the primary beneficiary of RMB13,922 and RMB2,677 as of December 31, 2018 and 2019, respectively) | 690 | 4,805 | 14,704 |
Salary and welfare benefits payable (including salary and welfare benefits payable of the consolidated VIEs without recourse to the primary beneficiary of RMB30,535 and RMB29,970 as of December 31, 2018 and 2019, respectively) | 9,771 | 68,025 | 48,835 |
Other taxes payable (including other taxes payable of the consolidated VIEs without recourse to the primary beneficiary of RMB12,651 and RMB12,412 as of December 31, 2018 and 2019, respectively) | 3,231 | 22,494 | 16,974 |
Other current liabilities (including other current liabilities of the consolidated VIEs without recourse to the primary beneficiary of RMB5,306 and RMB800 as of December 31, 2018 and 2019, respectively) | 5,877 | 40,913 | 36,426 |
Total current liabilities | 20,406 | 142,062 | 123,935 |
Other non-current liabilities | 310 | 2,158 | 0 |
Total non-current liabilities | 310 | 2,158 | 0 |
Total liabilities | 20,716 | 144,220 | 123,935 |
Shareholders' equity | |||
Treasury stock | (6,879) | (47,888) | 0 |
Additional paid-in capital | 170,585 | 1,187,577 | 1,077,183 |
Accumulated deficit | (103,229) | (718,666) | (468,026) |
Accumulated other comprehensive (loss)/income | 345 | 2,403 | (7,368) |
Total TuanChe Limited shareholders' equity | 60,852 | 423,634 | 601,990 |
Non-controlling interests | (95) | (659) | |
Total shareholders' equity | 60,757 | 422,975 | 601,990 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 81,473 | 567,195 | 725,925 |
Class A ordinary shares | |||
Shareholders' equity | |||
Ordinary shares | 25 | 173 | 166 |
Class B ordinary shares | |||
Shareholders' equity | |||
Ordinary shares | $ 5 | ¥ 35 | ¥ 35 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) ¥ in Thousands, $ in Thousands | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019CNY (¥)shares | Dec. 31, 2018$ / shares | Dec. 31, 2018CNY (¥)shares |
Accounts payable | $ 837 | ¥ 5,825 | ¥ 6,996 | |
Advance from customers | 690 | 4,805 | 14,704 | |
Salary and welfare benefits payable | 9,771 | 68,025 | 48,835 | |
Other taxes payable | 3,231 | 22,494 | 16,974 | |
Other current liabilities | $ 5,877 | 40,913 | 36,426 | |
Major VIEs | ||||
Accounts payable | ¥ | 3,624 | 1,871 | ||
Advance from customers | ¥ | 2,677 | 13,922 | ||
Salary and welfare benefits payable | ¥ | 29,970 | 30,535 | ||
Other taxes payable | ¥ | 12,412 | 12,651 | ||
Other current liabilities | ¥ | ¥ 800 | ¥ 5,306 | ||
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 | 259,836,223 | 259,836,223 | 259,836,223 | |
Common stock, shares outstanding | 239,031,946 | 239,031,946 | 234,030,828 | |
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, 2019USD ($)$ / sharesshares | Dec. 31, 2019CNY (¥)¥ / sharesshares | Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | |
Continuing operations | ||||
Total net revenues | $ 92,616 | ¥ 644,773 | ¥ 651,013 | ¥ 280,666 |
Cost of revenues | (26,795) | (186,541) | (183,369) | (85,742) |
Gross profit | 65,821 | 458,232 | 467,644 | 194,924 |
Operating expenses: | ||||
Selling and marketing expenses | (82,168) | (572,040) | (432,059) | (223,249) |
General and administrative expenses | (14,923) | (103,890) | (84,360) | (27,491) |
Research and development expenses | (6,225) | (43,339) | (19,262) | (15,925) |
Total operating expenses | (103,316) | (719,269) | (535,681) | (266,665) |
Loss from continuing operations | (37,495) | (261,037) | (68,037) | (71,741) |
Other income/(expenses): | ||||
Interest (expenses)/income, net | 1,008 | 7,020 | (3,146) | (2,416) |
Exchange (losses)/gains, net | (95) | (661) | 1,063 | (199) |
Investment loss | (132) | (917) | (660) | 0 |
Change in fair value of warrant | 0 | 0 | (3,843) | (1,390) |
Impairment of investment | (144) | (1,000) | 0 | 0 |
Others, net | 761 | 5,296 | (465) | 52 |
Loss from continuing operations before income taxes | (36,097) | (251,299) | (75,088) | (75,694) |
Income tax expense | 0 | 0 | 0 | 0 |
Net loss from continuing operations | (36,097) | (251,299) | (75,088) | (75,694) |
Discontinued operations | ||||
Gain from disposal of discontinued operations before income taxes | 0 | 0 | 771 | 0 |
Loss from discontinued operations before income taxes | 0 | 0 | (4,383) | (14,977) |
Income tax expense, net | 0 | 0 | 0 | 0 |
Net loss from discontinued operations | 0 | 0 | (3,612) | (14,977) |
Net loss | (36,097) | (251,299) | (78,700) | (90,671) |
Accretions to pre-IPO preferred shares redemption value | 0 | 0 | (35,066) | (20,945) |
Net loss attributable to the TuanChe Limited's shareholders | (36,002) | (250,640) | (113,766) | (111,616) |
Net loss attributable to the non-controlling interest | (95) | (659) | ||
Net loss | (36,097) | (251,299) | (78,700) | (90,671) |
Other comprehensive (loss)/income: | ||||
Foreign currency translation adjustments | 1,404 | 9,771 | 3,401 | (1,367) |
Total other comprehensive (loss)/income | 1,404 | 9,771 | 3,401 | (1,367) |
Total comprehensive loss | (34,693) | (241,528) | (75,299) | (92,038) |
Accretions to pre-IPO preferred shares redemption value | 0 | 0 | (35,066) | (20,945) |
Comprehensive loss attributable to: | ||||
TuanChe Limited's shareholders | (34,598) | (240,869) | ¥ (110,365) | ¥ (112,983) |
Non-controlling interests | $ (95) | ¥ (659) | ||
Net loss attributable to the TuanChe Limited's ordinary shareholders per share from continuing operations | ||||
Basic (in dollars per share) | (per share) | $ (0.12) | ¥ (0.85) | ¥ (0.90) | ¥ (1.02) |
Diluted (in dollars per share) | (per share) | (0.12) | (0.85) | (0.90) | (1.02) |
Net loss attributable to the TuanChe Limited's ordinary shareholders per share from discontinuing operations | ||||
Basic (in dollars per share) | (per share) | 0 | 0 | (0.03) | (0.16) |
Diluted (in dollars per share) | (per share) | $ 0 | ¥ 0 | ¥ (0.03) | ¥ (0.16) |
Weighted average number of ordinary shares | ||||
Basic (in shares) | 294,922,074 | 294,922,074 | 121,938,427 | 94,870,580 |
Diluted (in shares) | 294,922,074 | 294,922,074 | 121,938,427 | 94,870,580 |
Share-based compensation expenses included in: | ||||
Share based compensation | $ 15,796 | ¥ 109,968 | ¥ 78,133 | ¥ 1,896 |
Auto shows | ||||
Continuing operations | ||||
Total net revenues | 86,674 | 603,407 | 644,252 | 263,927 |
Special promotion events | ||||
Continuing operations | ||||
Total net revenues | 2,840 | 19,772 | ||
Group-purchase facilitation | ||||
Continuing operations | ||||
Total net revenues | ¥ | 16,739 | |||
Virtual dealership, online marketing services and others | ||||
Continuing operations | ||||
Total net revenues | 3,102 | 21,594 | 6,761 | |
Cost of revenues | ||||
Share-based compensation expenses included in: | ||||
Share based compensation | 0 | 0 | 10 | 12 |
Selling and marketing expenses | ||||
Share-based compensation expenses included in: | ||||
Share based compensation | 11,153 | 77,646 | 41,363 | 582 |
General and administrative expenses | ||||
Share-based compensation expenses included in: | ||||
Share based compensation | 4,034 | 28,081 | 35,440 | 1,287 |
Research and development expenses | ||||
Share-based compensation expenses included in: | ||||
Share based compensation | $ 609 | ¥ 4,241 | ¥ 1,320 | ¥ 15 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT)/EQUITY ¥ in Thousands, $ in Thousands | Ordinary sharesCNY (¥)shares | Treasury stockCNY (¥)shares | Additional paid-in capitalCNY (¥) | Accumulated deficitCNY (¥) | Accumulated other comprehensive (loss) gainCNY (¥) | Tuanche Limited shareholders' (deficit)/equityCNY (¥) | Non-controlling interestsCNY (¥) | USD ($)shares | CNY (¥)shares |
Balance at Dec. 31, 2016 | ¥ 60 | ¥ (280,753) | ¥ (9,402) | ¥ (290,095) | ¥ (290,095) | ||||
Balance (in shares) at Dec. 31, 2016 | shares | 94,870,580 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share-based compensation | ¥ 1,896 | 1,896 | 1,896 | ||||||
Deemed capital contribution | 1,147 | 1,147 | 1,147 | ||||||
Accretions to pre-IPO preferred shares redemption value | (3,043) | (17,902) | (20,945) | (20,945) | |||||
Net loss | (90,671) | (90,671) | (90,671) | ||||||
Foreign currency translation adjustments | (1,367) | (1,367) | (1,367) | ||||||
Balance at Dec. 31, 2017 | ¥ 60 | (389,326) | (10,769) | (400,035) | (400,035) | ||||
Balance (in shares) at Dec. 31, 2017 | shares | 94,870,580 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Grant of restricted shares | ¥ 16 | (16) | |||||||
Grant of restricted shares (in shares) | shares | 24,407,184 | (24,407,184) | |||||||
Share issuance upon the initial public offering, net of issuance costs | ¥ 7 | 103,365 | 103,372 | 103,372 | |||||
Share issuance upon the initial public offering, net of issuance costs (in shares) | shares | 10,400,000 | ||||||||
Share issuance upon the conversion and redesignation of Pre-IPO preferred shares into Class A ordinary shares | ¥ 118 | 930,318 | 930,436 | 930,436 | |||||
Share issuance upon the conversion and redesignation of Pre-IPO preferred shares into Class A ordinary shares (in shares) | shares | 171,102,902 | ||||||||
Vesting of restricted shares | 71,209 | 71,209 | 71,209 | ||||||
Vesting of restricted shares (in shares) | shares | 12,917,926 | ||||||||
Vesting of share options | 576 | 576 | 576 | ||||||
Share-based compensation for super voting right | 4,657 | 4,657 | 4,657 | ||||||
Share-based compensation for transfer of Class A ordinary shares | 1,690 | 1,690 | 1,690 | ||||||
Deemed capital contribution | 450 | 450 | 450 | ||||||
Accretions to pre-IPO preferred shares redemption value | (35,066) | (35,066) | (35,066) | ||||||
Net loss | (78,700) | (78,700) | (78,700) | ||||||
Foreign currency translation adjustments | 3,401 | 3,401 | 3,401 | ||||||
Balance at Dec. 31, 2018 | ¥ 201 | 1,077,183 | (468,026) | (7,368) | 601,990 | ¥ 601,990 | |||
Balance (in shares) at Dec. 31, 2018 | shares | 300,780,666 | (11,489,258) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Grant of restricted shares | ¥ 7 | (7) | |||||||
Grant of restricted shares (in shares) | shares | 11,527,950 | (11,527,950) | |||||||
Share issuance upon the initial public offering, net of issuance costs (in shares) | shares | 80,000 | 80,000 | |||||||
Forfeit of restricted shares (in shares) | shares | (733,764) | 733,764 | |||||||
Vesting of restricted shares | 109,968 | 109,968 | ¥ 109,968 | ||||||
Vesting of restricted shares (in shares) | shares | 13,070,570 | ||||||||
Share-based compensation to nonemployee | 433 | 433 | 433 | ||||||
Repurchase of restricted shares from employees | ¥ (32,784) | (32,784) | (32,784) | ||||||
Repurchase of restricted shares from employees (in shares) | shares | (6,358,500) | ||||||||
Repurchase of shares | ¥ (15,104) | (15,104) | (15,104) | ||||||
Repurchase of shares (in shares) | shares | (1,710,952) | ||||||||
Net loss | (250,640) | (250,640) | ¥ (659) | $ (36,097) | (251,299) | ||||
Foreign currency translation adjustments | 9,771 | 9,771 | 1,404 | 9,771 | |||||
Balance at Dec. 31, 2019 | ¥ 208 | ¥ (47,888) | ¥ 1,187,577 | ¥ (718,666) | ¥ 2,403 | ¥ 423,634 | ¥ (659) | $ 60,757 | ¥ 422,975 |
Balance (in shares) at Dec. 31, 2019 | shares | 311,574,852 | (17,282,326) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Cash flows from operating activities: | ||||
Net Loss | $ (36,097) | ¥ (251,299) | ¥ (78,700) | ¥ (90,671) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||||
Provisions for asset impairment | 144 | 1,000 | ||
Depreciation of property, equipment and software | 500 | 3,483 | 1,060 | 965 |
Amortization of leasehold improvement | 42 | 287 | ||
Amortization of non-current assets | 94 | 656 | ||
Share based compensation | 15,796 | 109,968 | 78,133 | 1,896 |
Allowance for doubtful accounts | 1,966 | 13,684 | 491 | 418 |
Investment loss from long-term investments | 132 | 917 | 660 | 0 |
Change in fair value of warrant | 0 | 0 | 3,843 | 1,390 |
Interests income/(expenses) - net | (36) | (252) | 2,083 | 1,147 |
Losses/ (Gains) on disposal of property and equipment | (1) | (5) | 1 | |
Bank rebate | (88) | (611) | ||
Exchange losses | 95 | 661 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (4,385) | (30,524) | (44,279) | (4,014) |
Receivables due from related parties | (1,000) | |||
Prepayment and other current assets | (3,462) | (24,100) | (50,377) | (1,441) |
Held-for-sale assets | 837 | 251 | ||
Accounts payable | (168) | (1,171) | 3,656 | 3,153 |
Advance from customers | (1,422) | (9,899) | 4,953 | 7,116 |
Salary and welfare benefits payable | 2,757 | 19,190 | 7,538 | 5,031 |
Other taxes payable | (149) | (1,037) | (4,502) | 13,281 |
Other current liabilities | 1,041 | 7,246 | 21,265 | 3,562 |
Held-for-sale liabilities | (746) | |||
Net cash used in operating activities | (23,241) | (161,806) | (53,338) | (59,662) |
Cash flows from investing activities: | ||||
Purchase of property, equipment and software, and other non-current assets | (1,902) | (13,243) | (20,708) | (272) |
Placement of time deposits | (10,021) | (69,762) | ||
Cash payment of bridge loan | (14,242) | (99,148) | ||
Cash paid for short-term investments | (4,000) | |||
Cash paid for long-term investments | (776) | (5,400) | (4,250) | |
Cash received from disposal of property, equipment and software | 1 | 5 | 12 | |
Cash received from disposal of short-term investments | 4,200 | |||
Net cash used in investing activities | (26,940) | (187,548) | (20,746) | (4,272) |
Cash flows from financing activities: | ||||
Cash payments for repurchase of restricted shares from employees | (3,767) | (26,228) | ||
Cash payments for repurchase of shares | (1,975) | (13,749) | ||
Cash received from convertible loans | 41,165 | |||
Cash received from short-term borrowings | 19,942 | 37,797 | ||
Cash repayments of short-term borrowings | (44,913) | (17,854) | ||
Cash received from long-term borrowings | 9,945 | |||
Cash repayments of long-term borrowings | (2,932) | (1,985) | ||
Cash repayments of borrowing from a third party | (19,486) | (12,991) | ||
Cash received from loans provided by employees | 11,199 | 3,235 | ||
Cash repayments of loans provided by employees | (14,434) | |||
Proceeds from issuance of Series C+ convertible redeemable preferred shares | 59,091 | |||
Payment of issuance cost for Series C+ convertible redeemable preferred shares | (449) | |||
Proceeds from issuance of Series D-1 convertible redeemable preferred shares | 151,118 | |||
Payment of issuance cost for Series D-1 convertible redeemable preferred shares | (307) | |||
Proceeds from issuance of Series D-2 convertible redeemable preferred shares | 359,834 | |||
Payment of issuance cost for Series D-2 convertible redeemable preferred share | (1,267) | |||
Proceeds of initial public offering, net of issuance costs | 103,372 | |||
Cash received from the depositary bank | 392 | 2,732 | ||
Net cash generated from/(used in) financing activities | (5,350) | (37,245) | 562,126 | 117,954 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 501 | 3,490 | 12,713 | (1,002) |
Net increase/(decrease) in cash, cash equivalents and restricted cash | (55,030) | (383,109) | 500,755 | 53,018 |
Cash, cash equivalents and restricted cash at beginning of the year | 83,105 | 578,558 | 77,803 | 24,785 |
Including: | ||||
Cash and cash equivalents at the beginning of the year | 83,105 | 578,558 | 66,695 | 24,785 |
Restricted cash at the beginning of the year | 11,108 | |||
Cash, cash equivalents and restricted cash at end of the year | 28,075 | 195,449 | 578,558 | 77,803 |
Including: | ||||
Cash and cash equivalents at the end of the year | 27,855 | 193,920 | 578,558 | 66,695 |
Restricted cash at the end of the year | $ 220 | ¥ 1,529 | 11,108 | |
Supplemental disclosures of cash flow information: | ||||
Cash paid for interest expense | (4,340) | (1,366) | ||
Supplemental schedule of non-cash investing and financing activities: | ||||
Accretions to pre-IPO preferred shares redemption value | 35,066 | 20,945 | ||
Imputed interest for borrowing from a third party | 450 | ¥ 1,147 | ||
Conversion and redesignation of pre-IPO preferred shares into Class A ordinary shares | ¥ 930,436 |
Organization and Reorganization
Organization and Reorganization | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Reorganization | |
Organization and Reorganization | 1. Organization and Reorganization 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 is primarily engaged in the operation of providing auto shows, group-purchase facilitation, special promotion events services, virtual dealership, online marketing services and others 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. The Group decided to discontinue the electric vehicle sales facilitation business in December 2017. In June 2018, the Group commenced its virtual dealership business and online marketing services business. In January 2019, the Group commenced its special promotion events business. As of December 31, 2019, 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, virtual dealership, online marketing services Place and year of Percentage of incorporation/ direct or indirect Major VIEs acquisition 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 Best Cars Limited (“Best Cars”) British Virgin Islands, 2018 100 Holding of ordinary shares for restricted share awards Place and Percentage of year of direct or indirect Major subsidiaries of VIEs incorporation economic ownership Principal activities Beijing Zhongrui Guochuang Automobile Sales & Service Co., Ltd. (“Zhongrui Guochuang”) Beijing, PRC 2016 100 Auto shows TuanChe (Beijing) Automobile Sales Service Co., Ltd. (“TuanChe Automobile”) Beijing, PRC 2015 100 Vehicle sales facilitation Beijing GuoHeng Chuangxin Automobile Sales & Service Co., Ltd. (“GuoHeng Chuangxin”) Beijing, PRC 2016 100 Vehicle sales facilitation Tengzhou GuoChuang Automobile Sales & Service Co., Ltd. (“GuoChuang Automobile”) Shandong, PRC 2016 100 Vehicle sales facilitation Tianjin Hengyuan Chuangxin Automobile Sales & Service Co., Ltd. (“Tianjin Hengyuan”) Tianjin, PRC 2016 100 Vehicle sales facilitation History of the Group Reorganization 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 Company was incorporated in the Cayman Islands in September 2012. The Company established TuanYuan in January 2013 to control TuanChe Internet through contractual arrangements and TuanChe Internet became a VIE of the Group (the “Reorganization”). These arrangements were accounted for as a reorganization and the historical financial statements were presented on a carryover basis. Discontinued operations On December 10, 2017, pursuant to the resolution of the shareholders and board of directors of the Company, management decided to discontinue its electric vehicle sales facilitation business (the “Discontinued Business”). On June 30, 2018, the Company completed the disposal of the Discontinued Business. Refer to Note 3 for details of discontinued operations. Initial Public Offering On November 20, 2018, the Company completed its initial public offering (“IPO”) on the NASDAQ Global Market in the United States of America. In this offering, 2,600,000 American Depositary Shares (“ADSs”), representing 10,400,000 Class A ordinary shares, were issued and sold to the public at a price of US$7.80 per ADS. The net proceeds to the Company from the IPO, after deducting commissions and offering expenses, were approximately US$15.0 million (RMB103.4 million). Contractual arrangements with VIEs PRC laws and regulations place certain restrictions on foreign investment in value-added telecommunication service businesses. The Company conducts a portion of their operations in the PRC through TuanChe Internet, and its subsidiaries. The Company has effective control over its VIEs and subsidiaries of VIEs through a series of contractual arrangements among its wholly-owned PRC subsidiary TuanYuan, VIEs and their shareholders. The contractual arrangements, as described in more detail below, collectively allow the Company to: · exercise effective control over each of its VIEs and subsidiaries of VIEs; · receive substantially all of the economic benefits of VIEs and subsidiaries of VIEs; and · have an exclusive call option to purchase all or part of the equity interests in and/or assets of each of VIEs and subsidiaries 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 the Company’s wholly-owned subsidiary TuanYuan, TuanChe Internet and its shareholders. Exclusive Management Services and Business Cooperation Agreement Pursuant to the exclusive management services and business cooperation agreement among TuanYuan, TuanChe Internet and its shareholders, TuanYuan has the exclusive right to provide or designate any third party to provide, among other things, transfer of technology, technology development services, online advertising services, consulting services, technological support and business support to TuanChe Internet and its subsidiaries. In exchange, TuanChe Internet and its subsidiaries pay service fees to TuanYuan in an amount at TuanYuan’s discretion. Without the prior written consent of TuanYuan, TuanChe Internet and its subsidiaries cannot accept services provided by or establish similar cooperation relationship with any third party. TuanYuan owns the exclusive intellectual property rights created as a result of the performance of this agreement unless otherwise provided by PRC laws or regulations. This agreement was entered into on March 6, 2013 and became effective on March 6, 2013 and will remain effective unless unanimously agreed by the parties concerned or unilaterally terminated by TuanYuan with a written notice. Unless otherwise required by applicable PRC laws, TuanChe Internet and its shareholders do not have any right to terminate the exclusive service agreement. Exclusive Call Option Agreement Under the exclusive call option agreement among TuanYuan, TuanChe Internet and its shareholders, each of the shareholders of TuanChe Internet irrevocably granted TuanYuan a right to purchase, or designate a third party to purchase, all or any part of their equity interests in TuanChe Internet at a purchase price equal to the lowest price permissible by the then-applicable PRC laws and regulations at TuanYuan’s sole and absolute discretion to the extent permitted by PRC law. The shareholders of TuanChe Internet shall promptly give all considerations they received from the exercise of the options to TuanYuan or a designated third party of TuanYuan. Without TuanYuan’s prior written consent, TuanChe Internet and its shareholders shall not enter into any major contract to transfer any equity of TuanChe Internet. Without TuanYuan’s prior written consent, TuanChe Internet and its shareholders shall not sell, transfer, license or otherwise dispose of any TuanChe Internet’s assets or allow any encumbrance of any assets, except for the disposal or the encumbrances of the assets that are treated as necessary for their daily business operations with the value of the assets involved in a single transaction not exceeding RMB100,000. TuanChe Internet shall not be dissolved or liquidated without the written consent by TuanYuan. This agreement was entered into on March 6, 2013 and became effective on March 6, 2013 and shall remain in effect upon expiry or early termination of this agreement. Equity Pledge Agreement Under the Equity Pledge Agreement among TuanYuan, TuanChe Internet and its shareholders, TuanChe Internet’s shareholders pledged all of their equity of TuanChe Internet to TuanYuan as security for performance of the obligations of TuanChe Internet and its shareholders under the exclusive call option agreement, the exclusive management services and business cooperation agreement and the powers of attorney. If any of the specified events of default occurs, TuanYuan may exercise the right to enforce the pledge immediately. TuanYuan 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 TuanChe Internet’s shareholders and their successors. This agreement was entered into on March 6, 2013 and became effective on March 6, 2013, and shall remain in effect until the fulfillment of all the obligations under the Exclusive Call Option Agreement, the Exclusive Management Services and Business Cooperation Agreement and the Powers of Attorney. Powers of Attorney Pursuant to the Powers of Attorney executed by TuanChe Internet and its shareholders, each of them irrevocably authorized TuanYuan to act on their respective behalf as exclusive agent and attorney, to the extent permitted by law, with respect to all rights of shareholders concerning all the equity interest and sponsor interest held by each of them in TuanChe Internet or its subsidiaries, including but not limited to proposing to convene or attend shareholder meetings, board meetings or council meetings, signing the resolutions and minutes of such meetings, exercising all the rights as shareholders or sponsors (including but not limited to voting rights, nomination rights, appointment rights, the right to receive dividends and the right to sell, transfer, pledge or dispose of all the equity or the sponsor interest held in part or in whole). This agreement was entered into on March 6, 2013 and became effective on March 6, 2013. In August 2014, June 2017 and August 2017, the Exclusive Management Services and Business Cooperation Agreement, Exclusive Call Option Agreement, Equity Pledge Agreement and Powers of Attorney to TuanChe Internet were amended to reflect the changes of shareholders’ holding in the VIE entity. No other material terms or conditions of these agreements were changed or altered. There was no impact to the Group’s effective control over TuanChe Internet and the Group continues to consolidate TuanChe Internet. Zhongrui Guochuang was incorporated in 2016 to carry out similar business as TuanChe Internet. The Company has effective control over Zhongrui Guochuang through a series of contractual arrangements having similar terms with that of the contractual arrangements with TuanChe Internet among TuanYuan, Zhongrui Guochuang and its shareholders (also nominee shareholders). As a result of these contractual arrangements with Zhongrui Guochuang , the Company is the primary beneficiary of Zhongrui Guochuang, and, therefore, consolidated the financial results of Zhongrui Guochuang in its consolidated financial statements in accordance with U.S. GAAP. On June 22, 2018, Zhongrui Guochuang was restructured from being a VIE of TuanYuan to a subsidiary of TuanChe Internet. Risks in relation to the VIE structure In May 2018, Best Cars Limited (“Best Cars”), a British Virgin Islands (“BVI”) incorporated company and a consolidated variable interest entity of the Group, was established by its shareholders to facilitate the adoption of the Company’s employee stock incentive plans. The Company entered into an agreement with Best Cars and its shareholder in which provides the Company with effective control over Best Cars and enables the Company to obtain substantially all of the economic benefits arising from Best Cars. As of December 31, 2018 and 2019, Best Cars held 38,723,321 and 38,723,321 Class A ordinary shares of the Company, respectively. 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. In January 2015, the Ministry of Commerce ("MOFCOM"), released for public comment a proposed PRC law, the Draft Foreign Investment Enterprises ("FIE") Law, that appears to include VIEs within the scope of entities that could be considered to be FIEs, that would be subject to restrictions under existing PRC law on foreign investment in certain categories of industry. Specifically, the Draft FIE Law introduces the concept of "actual control" for determining whether an entity is considered to be an FIE. In addition to control through direct or indirect ownership or equity, the Draft FIE Law includes control through contractual arrangements within the definition of "actual control". On March 15, 2019, the National People's Congress adopted the Foreign Investment Law of the PRC, which became effective on January 1, 2020 and replaced three laws regulating foreign investment in China, namely, the Wholly Foreign-Invested Enterprise Law of the PRC, the Sino-Foreign Cooperative Joint Venture Enterprise Law of the PRC and the Sino-Foreign Equity Joint Venture Enterprise Law of the PRC, together with their implementation rules and ancillary regulations. On December 26, 2019, the State Council issued the Regulations on Implementing the Foreign Investment Law of the PRC, which came into effect on January 1, 2020, and replaced the Regulations on Implementing the Sino-Foreign Equity Joint Venture Enterprise Law, Provisional Regulations on the Duration of Sino-Foreign Equity Joint Venture Enterprise Law, the Regulations on Implementing the Wholly Foreign-Invested Enterprise Law , and the Regulations on Implementing the Sino-Foreign Cooperative Joint Venture Enterprise Law. The Foreign Investment Law of the PRC embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic investments. Under the Foreign Investment Law of the PRC, VIEs that are controlled via contractual arrangement would not be absolutely deemed as Foreign-Invested Enterprises, or FIEs. Therefore, the current legal status of Contractual Arrangement as a whole and each of the agreements comprising the Contractual Arrangement will not be materially affected by the Foreign Investment Law of the PRC and its implementing regulations. However, since it is relatively new, uncertainties still exist in relation to its interpretation and implementation. For example, the Foreign Investment Law of the PRC adds a catch-all clause to the definition of "foreign investment" so that foreign investment, by its definition, includes "investments made by foreign investors in China through other means defined by other laws or administrative regulations or provisions promulgated by the State Council" without further elaboration on the meaning of "other means." It leaves leeway for the future legislations promulgated by the State Council to provide for contractual arrangements as a form of foreign investment. It is therefore uncertain whether the Group's corporate structure will be seen as violating the foreign investment rules as the Group is currently leverage the contractual arrangement to operate certain businesses in which foreign investors are prohibited from or restricted to investing. Furthermore, if future legislations prescribed by the State Council mandate further actions to be taken by companies with respect to existing contractual arrangement, the Group may face substantial uncertainties as to whether the Group can complete such actions in a timely manner, or at all. If the Group fails to take appropriate and timely measures to comply with any of these or similar regulatory compliance requirements, the Group's current corporate structure, corporate governance and business operations could be materially and adversely affected. The Company’s ability to control the VIEs also depends on the Power of Attorney the shareholders has 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. 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. The following combined financial information of the Group’s VIEs as of December 31, 2018 and 2019 and for the years ended December 31, 2017, 2018 and 2019 were included in the accompanying consolidated financial statements of the Group as follows: As of December 31, As of December 31, 2018 2019 RMB RMB ASSETS Current assets: Cash and cash equivalents 25,166 13,136 Accounts receivable, net 27,160 6,834 Prepayments and other current assets 16,692 17,092 Amount due from the subsidiaries of the Group 4,973 11,197 Total current assets 73,991 48,259 Non-current assets: Property, equipment and software, net 522 313 Long-term investments 4,390 7,874 Total non-current assets 4,912 8,187 TOTAL ASSETS 78,903 56,446 Current liabilities: Accounts payable 1,871 3,624 Advance from customers 13,922 2,677 Salary and welfare benefits payable 30,535 29,970 Other taxes payable 12,651 12,412 Other current liabilities 5,306 800 Amount due to the subsidiaries of the Group 233,295 183,674 Total current liabilities 297,580 233,157 TOTAL LIABILITIES 297,580 233,157 For the year ended December 31, December 31, December 31, 2017 2018 2019 RMB RMB RMB Net revenues 280,081 329,788 144,115 Net (loss)/profit from continuing operations (66,300) (34,674) 7,450 Net (loss)/profit from discontinued operations (14,977) (3,612) - Net (loss)/profit (81,277) (38,286) 7,450 For the year ended December 31, December 31, December 31, 2017 2018 2019 RMB RMB RMB Net cash (used in)/generated from operating activities (10,540) 24,144 (6,612) Net cash used in investing activities - (50) (5,418) Net cash generated from/(used in) financing activities 18,148 (31,138) - Net increase/(decrease) in cash and cash equivalent 7,608 (7,044) (12,030) 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 RMB10.0 million and RMB10.0 million, as of December 31, 2018 and 2019. 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. Liquidity The Group incurred net losses of RMB90.7 million , RMB78.7 million and RMB251.3 million for the years ended December 31, 2017, 2018 and 2019, respectively. Net cash used in operating activities was RMB59.7 million, RMB53.3 million and RMB161.8 million for the years ended December 31, 2017, 2018 and 2019, respectively. Accumulated deficit was RMB468.0 million and RMB718.7 million as of December 31, 2018 and 2019, respectively. In addition, the outbreak of a novel strain of coronavirus (COVID-19) in January 2020 has materially and adversely affect the Group's business, results of operations, financial condition and cash flows in 2020 as further disclosed in Note 19. The Group assessed its liquidity by its currently available working capital and its ability to reduce cash used in operating activities, taking into consideration of the impact of COVID-19 pandemic on the Group's business and operations. 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 and responding to the material impact of the COVID-19 pandemic, which includes controlling operating expenses, as well as, to reduce cash used in operating activities. The Group has implemented measures to adjust the pace of its operation expansion, conserve resources such as furlough arrangements, scaling back the Group's recruitment budget and employee size and may resort to other costs cutting measures if the outbreak of COVID-19 and its impact persist or escalate. Based on these considerations, the Group believes the cash and cash equivalents and time deposits currently on hand are sufficient to meet the cash requirements to fund planned operations and other commitments for at least the next twelve months from the date of the issuance of the consolidated financial statements. 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. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies a) Basis of presentation 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. b) Reclassifications The Company changed the presentation of revenue within its consolidated statements of operations for the twelve months ended December 31, 2019. Revenue, previously reported as a single line item, has been disaggregated to present revenue by the various services the Company provides. 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) Principles of consolidation 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) Discontinued operations A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management, having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Discontinued operations are reported when a component of an entity comprising operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity is classified as held for disposal or has been disposed of, if the component either (1) represents a strategic shift or (2) have a major impact on an entity’s financial results and operations. In the consolidated statements of operations and comprehensive loss, result from discontinued operations is reported separately from the income and expenses from continuing operations and prior periods are presented on a comparative basis. Cash flows for discontinuing operations are presented separately in Note 3. In order to present the financial effects of the continuing operations and discontinued operations, revenues and expenses arising from intra-group transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operations. e) Use of estimates The preparation of the Group’s consolidated financial statements in conformity with the 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, assessment for valuation allowance of deferred tax assets, determination of the fair value of ordinary shares, preferred shares and warrant, and valuation and recognition of share-based compensation expenses. f) Functional currency and foreign currency translation 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 losses 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 loss in the consolidated statements of operations and comprehensive loss. 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 losses resulting from foreign exchange transactions are included in exchange (losses)/gains in the consolidated statements of operations and comprehensive loss. g) Convenience Translation 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, 2019 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.9618 representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2019. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2019, or at any other rate. h) 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, time deposits, accounts receivable, other receivables, accounts payable and other payables, of which the carrying values approximate their fair value. See Note 21 for additional information. i) Cash, cash equivalents and restricted cash 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, 2018 and 2019, there were cash at bank and demand deposits with terms of less than three months denominated in US dollars amounting to approximately US$73.5 million and US$15.6 million, respectively (equivalent to approximately RMB504.2 million and RMB109.1 million, respectively). As of December 31, 2018 and 2019, the Group had approximately RMB74.4 million and RMB91.9 million cash and cash equivalents held by its PRC subsidiaries, VIEs and subsidiaries of VIEs, representing 12.9% and 47.4% of total cash and cash equivalents of the Group, respectively. As of December 31, 2018 and 2019, the Company had a restricted cash balance approximately nil and RMB1.5 million, respectively, which are security deposits for the referral services in collaboration with a commercial bank and ancillary services to facilitate auto loan applications. j) Accounts receivable, net 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. Accounts receivable balances are written off against the allowance when they are determined to be uncollectible. Notes receivable represents notes receivable issued by reputable financial institutions that entitle the Group to receive the full face amount from the financial institutions at maturity. Refer to Note 4 for details. k) Time deposits Time deposits mainly represent demand deposits placed with banks with original maturities of more than three months but within one year. Interest earned is recorded as interest income in the consolidated statements of operations and comprehensive loss during the periods. l) Property, equipment and software, net 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 following estimated useful lives: 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. m) Impairment of long-lived assets Long-lived assets 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. No impairment charge was recognized for any of the periods presented. n) Long-term investments In accordance with ASU 2016-01, for investments in equity instruments which the Company does not have significant influence, and whose fair value is not readily determinable, the cost less impairment accounting is applied. Gain or losses are realized when such investment is sold or when dividends are declared or payments are received. The Company assesses its equity investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends, and other company-specific information such as financing rounds. 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 adjusts the carrying amount of equity method investment for its share of the income or losses of the investee and reports the recognized income or losses in the consolidated statements of operations and comprehensive loss. The Company’s share of the income or losses of an investee are based on the shares of common stock and in-substance common stock held by the Company. o) Other non-current assets As of December 31, 2018 and 2019, other non-current assets comprises mainly prepayments for the purchases of softwares. p) Warrant On October 31, 2017, a warrant to purchase Series C‑2 convertible redeemable preferred shares of the Company was issued in connection with the debt financing and is classified as a liability and is treated as upfront issuance costs based on the estimated fair value of the warrant at issuance date. Subsequently, changes in the fair value of the warrant for Series C‑2 convertible redeemable preferred shares is recorded in the consolidated statements of operations and comprehensive loss. The upfront issuance costs are amortized over the term of the debt financing. As of December 31, 2018 and 2019, upfront issuance costs of RMB0.7 million and nil were included in other non-current assets, respectively. q) Revenue recognition The Group adopted ASC Topic 606, "Revenue from Contracts with Customers" for all periods presented. Consistent with the criteria of Topic 606, 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 assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Based on revenue arrangements, there are no multiple performance obligations identified. 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. 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 auto dealers that includes auto dealers, automakers and automotive service providers. The Group charges a fixed admission fee per auto show event to 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 over the period of the contract 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 over the period of the contract when the services are provided. Group-purchase facilitation revenue The Group facilitates transactions between consumers and auto dealers by organizing group-purchase events. The Group charges group-purchase facilitation revenue to the auto dealers in the form of either a fixed fee per event or a fixed fee per car sold during the group-purchase event. There is no financing component or consideration payable to any consumers. The Group has identified one performance obligation - organizing group-purchase events. As the Group has control of the group-purchase facilitation services and discretion in establishing the price of group-purchase facilitation service fee, it is considered to be a principal in accordance with ASC 606. Since the Group’s performance obligation is satisfied once the transaction is complete, the group-purchase facilitation service revenue is recognized at the point in time when the service of group-purchase facilitation is rendered, which occurs upon the closing of the group-purchase event. Virtual dealership revenue The Group operates a virtual dealership by connecting automakers or franchised dealerships with secondary dealers whereby the Group purchases cars on behalf of the secondary dealers from the automakers or franchised dealerships. The Group charges a commission fee at a pre-agreed percentage of the car costs to the secondary dealers. As the Group has neither inventory risk nor the discretion to establish the cost of cars to secondary dealers, it is considered to be an agent in accordance with ASC 606. The virtual dealership commission revenue is recognized upon the secondary dealers’ acceptance of the delivery of cars from automakers or franchised dealerships. Online marketing services revenue The Group's online marketing services revenue primarily include (i) demand-side platform services and (ii) marketing information services. The demand-side platform services generate revenue through (1) online advertising services and (2) advertising space resale services. For the advertising services, the Group provides advertising spaces on the website to customers and recognize the service fees received as revenue on a straight-line basis over the period of the service period. Under the advertising space resale services, the Group purchases advertising spaces wholesale from suppliers such as search engines and other online advertising channels and resell those spaces to the customers. The customers pay the Group a membership fee to access these spaces. The Group recognizes the membership fee on a straight-line basis over the membership period, which is usually one year. Because the Group does not have discretion over the price of advertisement charged by suppliers, who are the primary obligors for providing the advertising services, revenue from advertising space resale services is recognized on a net basis. 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 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. r) Cost of revenues Costs of revenues, consist primarily of rental costs for auto show venues, venue set-up costs, security costs, direct labor costs and other direct costs. s) Research and development expenses 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. t) Selling and marketing expenses 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 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, 2017, 2018 and 2019, the advertising and promotional expenses were RMB134.2 million, RMB238.0million and RMB291.2 million, respectively. u) Leases Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Rental expense is recognized from the date of initial possession of the leased property on a straight-line basis over the term of the lease. Certain lease agreements contain rent holidays, which are recognized on a straight-line basis over the lease term. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease terms. Rental costs for auto show venues incurred by the Group were RMB31 million, RMB67 million and RMB77 million for the years ended December 31, 2017, 2018 and 2019, respectively. Rental expenses for office space incurred by the Group were RMB6.6 million, RMB6.6 million and RMB8.7 million for the years ended December 31, 2017, 2018 and 2019, respectively. The Group has no capital leases for any of the periods presented. v) Share-based compensation 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 in accordance with ASC 718 Compensation—Stock Compensation and share-based awards granted to non-employee in accordance with ASC 505. For share options for the purchase of ordinary shares granted to employees determined to be equity classified awards, the related share-based compensation expenses are recognized in the consolidated financial statements based on their grant date fair values which are calculated using the binomial option pricing model. The determination of the fair value is affected by the share price as well as assumptions regarding a number of complex and subjective variables, including the expected share price volatility, actual and projected employee share option exercise behavior, risk-free interest rates and expected dividends. The fair value of the ordinary shares is assessed using the income approach/discounted cash flow method, with a discount for lack of marketability, given that the shares underlying the awards were not publicly traded at the time of grant. Share-based compensation expenses are recorded net of actual forfeitures using straight-line method during the service period requirement, such that expenses are recorded only for those share-based awards that are expected to ultimately vest. Share-based compensation expenses for share options granted to non-employees are measured at fair value at the earlier of the performance commitment date or the date service is completed, and recognized over the period during which the service is provided. The Group applies the guidance in ASC 505‑50 to measure share options granted to non-employees based on the then-current fair value at each reporting date. 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 and if the modification is determined to be a probable-to-probable (Type 1) modification, additional compensation expenses are recognized in an amount equal to the excess of the fair value of the modified equity instrument over the fair value of the original equity instrument immediately before modification. The additional compensation expenses are recognized immediately on the date of modification or over the remaining requisite service period, depending on the vesting status of the award. w) Employee benefits PRC Contribution Plan Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiaries, VIEs and subsidiaries of VIEs of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts of such employee benefit expenses, which were expensed as incurred, were approximately RMB10.8 million, RMB24.6 million and RMB39.2 million for the years ended December 31, 2017, 2018 and 2019, respectively. x) Taxation 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 and for the years ended December 31, 2017, 2018 and 2019. y) Related parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation. z) Net loss per share Loss per share is computed in accordance with ASC 260, Earnings per Share. The two-class method is used for computing earnings per share in the event the Group has net income available for distribution. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s preferred shares are participating securities because they are entitled to receive dividends or distributions on an as converted basis. For the periods presented herein, the computation of basic loss per share using the two-class method is not applicable as the Group is in a net loss position and net loss is not allocated to other participating securities because in accordance with their contractual terms they are not obligated to share in the losses. Basic net loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of ordinary shares and potential ordinary shares outstanding during the period under treasury stock method. Potential ordinary shares include preferred shares, share options, convertible loan, warrant and restricted shares granted, unless they were anti-dilutive. The computation of diluted net income/(loss) per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect (i.e. an increase in earnings per share amounts or a decrease in loss per share amounts) on net income/(loss) per share. aa) Statutory reserves In accordance with China’s Company Laws, the Company’s VIEs in PRC must make appropriations from their after-tax profit (as determined under the accounting principles generally acceptable in China ("PRC GAAP")) to non-distributable reserve funds including (i) statutory surplus fund and (ii) discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company. Pursuant to the laws applicable to China’s Foreign Investment Enterprises, the Company’s subsidiaries that are foreign investment enterprises in China have to make appropriations from their after-tax profit (as determined under PRC GAAP) to reserve funds including (i) general reserve fund, (ii) enterprise expansion fund and (iii) staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the respective company. Appropriations to the other two reserve funds are at the respective companies’ discretion. The Company has not appropriated any amount to statutory reserves for the years ended December 31, 2017, 2018 and 2019 as its subsidiaries, VIEs and subsidiaries of VIEs in the PRC are still in accumulated deficit position. bb) Comprehensive loss 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 of accumulated foreign currency translation adjustments. cc) Non-controlling interests Non-controlling interests are recognized to reflect the portion of the equity of majority-owned subsidiary |
Discontinued operations
Discontinued operations | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued operations | |
Discontinued operations | 3. Discontinued operations On December 10, 2017, pursuant to the resolutions of the shareholders and board of directors, the Company decided to discontinue the electric vehicle sales facilitation business. The Discontinued Business represents a strategic shift that has a major effect on the Group’s operations and financial results. The assets and liabilities related to the Discontinued Business are classified as assets/liabilities held for sale as of December 31, 2017, and the results were reported as loss from discontinued operations. Assets and liabilities related to the Discontinued Business to be transferred were reclassified as assets/liabilities held for sale as of December 31, 2017, while results of operations related to the Discontinued Business, including comparatives, were reported as loss from discontinued operations. On June 30, 2018, the Company completed the disposal of the Discontinued Business resulting a gain of disposal of RMB0.8 million. Results of discontinued operations: For the year ended For the period from December 31, January 1 to June 30, 2017 2018 RMB RMB Net revenues 17,768 4,807 Cost of revenues (627) (280) Gross profit 17,141 4,527 Operating expenses: Selling and marketing expenses (30,065) (6,800) General and administrative expenses (1,077) (1,368) Total operating expense (31,142) (8,168) Loss from operations (14,001) (3,641) Other expenses: Interest expenses, net (924) (676) Gain from disposal of discontinued operations - 771 Others, net (52) (66) Loss from discontinued operations before income taxes (14,977) (3,612) Income tax expense - - Net loss from discontinued operations (14,977) (3,612) Cash flows of the discontinued operations: For the year ended For the period from December 31, January 1 to June 30, 2017 2018 RMB RMB Cash flows used in discontinued operations Net cash used in operating activities (27,875) (2,817) Net cash used in investing activities (10) - Net cash generated from/(used in) financing activities 17,904 (2,513) Net decrease in cash and cash equivalents (9,981) (5,330) |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2019 | |
Accounts receivable, net | |
Accounts receivable, net | 4. Accounts receivable, net Accounts and notes receivables are consisted of the following: December 31, 2018 December 31, 2019 RMB RMB Notes receivable 3,625 12,209 Accounts receivable, gross 49,121 74,357 Less: allowance for doubtful accounts (491) (14,175) Accounts receivable, net 52,255 72,391 The Group closely monitors the collection of its accounts receivable and records allowance for doubtful accounts against aged accounts receivable and for specifically identified non-recoverable amounts. If the economic situation and the financial condition of a customer deteriorate resulting in an impairment of the customer’s ability to make payments, additional allowances might be required. Notes receivable were 3.6 million and 12.2 million for the years ended December 31, 2018 and 2019, respectively. The prior year figures for notes receivable have been reclassified to conform to current year presentation to facilitate comparison. Receivable balance are written off when they are determined to be uncollectable. The following table sets out movements of the allowance for doubtful accounts for the years ended December 31, 2017, 2018 and 2019: December 31, 2017 December 31, 2018 December 31, 2019 RMB RMB RMB Balance at the beginning of the period - 418 491 Additions charged to bad debt expense 418 491 13,684 Write-off of bad debt allowance - (418) - Balance at the end of the period 418 491 14,175 |
Prepayment and other current as
Prepayment and other current assets | 12 Months Ended |
Dec. 31, 2019 | |
Prepayment and other current assets | |
Prepayment and other current assets | 5. Prepayment and other current assets The following is a summary of prepayments and other current assets: December 31, 2018 December 31, 2019 RMB RMB Receivables due from dealerships 10,661 - Deductible VAT 4,852 4,056 Deposits 8,637 14,496 Prepaid rental expenses 2,168 1,662 Receivables due from third-party online payment platforms 469 4,755 Staff advances 695 4,131 Prepaid promotion expenses 36,538 54,382 Prepaid service fees 2,574 4,591 Prepaid insurance fees - 3,648 Bridge loan receivable* - 100,611 Others 2,225 1,450 Total 68,819 193,782 * On May, 2019, the Company (the “Purchaser”) entered into a share purchase agreement (the “Agreement”) with, among other parties, Longye International Limited (the “Seller”), a company incorporated in the Cayman Islands, to acquire its entire entity interest for a total consideration of U.S.-dollar equivalent of RMB200,000,000 in the form of cash and the Company’s securities in aggregate. According to the Agreement, the Purchaser shall pay RMB100,000,000 equivalent in USD as a bridge loan to the Seller. Subject to the customary closing conditions, the Company will credit this bridge loan to the cash portion of the purchase price. |
Property, equipment and softwar
Property, equipment and software, net | 12 Months Ended |
Dec. 31, 2019 | |
Property, equipment and software, net | |
Property, equipment and software, net | 6. Property, equipment and software, net The following is a summary of property, equipment and software, net: December 31, 2018 December 31, 2019 RMB RMB Furniture and electronic equipment 4,304 5,398 Vehicles 426 425 Software 10,850 18,948 Leasehold improvement - 2,874 Total property, equipment and software 15,580 27,645 Less: accumulated depreciation - Furniture, electronic equipment and vehicles (3,283) (3,502) accumulated amortization - Software (661) (3,435) accumulated amortization - Leasehold improvement - (348) Property, equipment and software, net 11,636 20,360 Depreciation expenses of property, equipment and software were RMB1.0 million, RMB1.1 million and RMB3.5 million for the years ended December 31, 2017, 2018 and 2019, respectively. Amortization expenses of leasehold improvement were nil, nil and RMB0.3 million for the years ended December 31, 2017, 2018 and 2019, respectively. No impairment charge was recognized for any of the periods presented. Based on the current amount of property, equipment and software subject to amortization, the estimated amortization expenses for each of the following five years are as follows: 2020: RMB5.5 million, 2021: RMB5.3 million, 2022: RMB4.5 million, 2023: RMB3.4 million and 2024: RMB1.0 million. |
Long- term investments
Long- term investments | 12 Months Ended |
Dec. 31, 2019 | |
Long- term investments | |
Long- term investments | 7 . Long- term investments As of December 31, 2018 and 2019, long-term investments include equity investments in privately held companies. a) Equity investments without readily determinable fair values The Group carries these investments at cost less impairment as the Group does not have significant influence and the investments do not have a readily determinable fair value. As of December 31, 2019, the carrying value of equity investments at cost less impairment was RMB5.7 million. b) Equity investments accounted for using the equity method On September 3, 2018, TuanChe Internet invested RMB4.0 million in cash for a 40% equity interest in Shanghai Three Drivers Culture Media Co., Limited ("STDC") that operates a car media business. TuanChe Internet applies the equity method of accounting to account for its equity investment in common stock of STDC, over which it has significant influence but does not own a majority equity interest or otherwise control. As of December 31, 2019, the carrying value of equity investment for using equity method was RMB2.2 million. Impairment provision made for the years ended December 31, 2017 , 2018 and 2019 was nil, nil and RMB1.0 million respectively. For the year ended December 31, 2019, the Group made impairment provision of RMB1.0 million for one of its equity investments without readily determinable fair values. |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2019 | |
Taxation | |
Taxation | 8. Taxation a) Income taxes 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 Under the Enterprise Income Tax Law of the PRC, the Group’s Chinese subsidiaries and VIEs are subject to an income tax of 25%. 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, 2017, 2018 and 2019: For the year ended December 31, 2017 2018 2019 % % % Statutory income tax rate of the PRC 25.0 25.0 25.0 Permanent differences (11.5) (10.4) (10.0) Change in valuation allowance (13.5) (14.6) (15.0) Effective income tax rate - - - As of December 31, 2019, certain entities of the Company had net operating tax loss carry forwards as follows: RMB Loss expiring in 2020 34,177 Loss expiring in 2021 15,037 Loss expiring in 2022 19,771 Loss expiring in 2023 61,016 Loss expiring in 2024 29,343 159,344 b) Sales tax The Group’s subsidiaries and VIEs incorporated in China are mainly subject to 6% VAT for services rendered. c) Deferred tax assets and liabilities The following table presents the tax impact of significant temporary differences that give rise to the deferred tax assets as of December 31, 2018 and 2019: December 31, 2018 December 31, 2019 RMB RMB Deferred tax assets: Advertising expense in excess of deduction limit 25,473 43,262 Accrued expense and other payables 5,303 6,615 Net operating tax loss carry forwards 31,938 39,836 Total deferred tax assets 62,714 89,713 Less: valuation allowance (62,714) (89,713) Net deferred tax assets - - 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 following table sets forth the movement of the aggregate valuation allowances for deferred tax assets for the periods presented: Balance at January 1 Addition Balance at December 31 RMB RMB RMB 2017 (39,613) (8,942) (48,555) 2018 (48,555) (14,159) (62,714) 2019 (62,714) (26,999) (89,713) d) 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, 2018 and 2019, 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. |
Other taxes payable
Other taxes payable | 12 Months Ended |
Dec. 31, 2019 | |
Other taxes payable | |
Other taxes payable | 9. Other taxes payable The following is a summary of other taxes payable as of December 31, 2018 and 2019: December 31, 2018 December 31, 2019 RMB RMB Withholding individual income taxes for employees 4,268 9,727 VAT payables 11,728 12,105 Others 978 662 Total 16,974 22,494 |
Short-term and long-term borrow
Short-term and long-term borrowings | 12 Months Ended |
Dec. 31, 2019 | |
Short-term and long-term borrowings | |
Short-term and long-term borrowings | 10. Short-term and long-term borrowings The following table summarizes the Group's outstanding short-term and long-term borrowings which were fully repaid as of December 31, 2018: Maturity Principal Interest rate Short-term borrowings date amount per annum Name of bank Term loan Loan I (a) March 30, 2018 9,944 7.25 % SPD Silicon Revolving loan Loan II (a) December 31, 2018 and June 9,945 7.50 % SPD Silicon Secured loan Loan III (b) December 28, 2018 10,000 4.35 % SPD Silicon Maturity Principal Interest rate Long-term borrowings date amount per annum Type Loan II (a) June 28, 2019 9,945 7.50 % SPD Silicon (a) The Group was granted an RMB20.0 million credit facility that was expired on June 30, 2019 for general corporate purposes. Thereinto, RMB10.0 million is allocated to a term loan facility and RMB10.0 million is a revolving loan credit facility. The credit facility was guaranteed by the Company. There were two financial covenants for the credit facility as follows: (i) new equity financing round: to close a new equity financing round representing investment of no less than RMB50.0 million from the investors no later than June 30, 2017; (ii) minimum quarterly gross profit: to meet gross profit for 2017 Q1 of RMB20.0 million, 2017 Q2 of RMB28.0 million, 2017 Q3 of RMB32.0 million, 2017 Q4 of RMB35.0 million and 2018 Q1 of RMB25.0 million. On March 30, 2018, above financial covenants for the credit facility have been amended as follows: (i) minimum monthly liquidity ratio: 2.0:1.0; liquidity ratio is defined as (unrestricted cash on the consolidated basis + accounts receivable) divided by total unsecured bank debt. (ii) minimum quarterly net revenue for 2018 Q1 of RMB65.0 million, 2018 Q2 of RMB120.0 million, 2018 Q3 of RMB150.0 million, 2018 Q4 of RMB200.0 million and 2019 Q1 of RMB65.0 million. The Group was in compliance with the covenants of the above credit facility for the year ended December 31, 2018. Term loan Loan I: Under the term loan facility, the Group drew down RMB8.0 million and RMB1.9 million on April 1, 2017 and July 21, 2017, respectively. The interest is payable on a monthly basis and the principal will be due upon maturity. These loans were repaid on March 30, 2018. Revolving loan Loan II: Under the revolving loan facility, the Group drew down RMB1.6 million, RMB5.9 million and RMB2.5 million on July 31, August 7 and September 12, 2017, respectively. The principal and interest is payable on a monthly basis. These loans will be repaid by equivalent installment of principal in each month until June 28, 2019. These loans were repaid in the fourth quarter of 2018 in advance. Secured loan (b) Loan III: As of December 31, 2017, the outstanding balance of the loan was secured by a US$ deposit of the Group in Silicon Valley Bank located in United States of America in the equivalent amount of RMB11.1 million, which was recorded as restricted cash. SPD Silicon Valley Bank is an onshore branch of Silicon Valley Bank. The interest is payable on a monthly basis and the principal will be due upon maturity. The loan was matured and fully repaid on December 28, 2018. In conjunction with Loan III, a warrant was granted to China Equities Hong Kong Limited (“China Equities”) on October 31, 2017 for a cash consideration of US$0.621 to purchase up to 670,814 Series C-2 convertible redeemable preferred shares of the Company at US$0.64829 per share or if the fair market value of the warrant shares exceeds the exchange price, China Equities may effect a net cashless exchange of this warrant within five years after the grant of the warrant. In accordance with ASC 480-10-55-33, the warrant shall be classified as liability, initially recorded at fair value and subsequently measure at fair value through earnings. On September 29, 2018, China Equities has effected a net cashless exchange of the warrant for 483,702 Series C-2 convertible redeemable preferred shares with a consideration of nil. |
Other current liabilities
Other current liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Other current liabilities | |
Other current liabilities | 11. Other current liabilities The following is a summary of other current liabilities as of December 31, 2018 and 2019: December 31, 2018 December 31, 2019 RMB RMB Professional service fee 10,238 5,741 Online promotional expense payables 9,554 28,595 Software purchases payables 2,760 - Tickets printing&delivery payables 2,450 1,271 Advertising expenses 8,611 1,798 Others 2,813 3,508 Total 36,426 40,913 |
Preferred shares
Preferred shares | 12 Months Ended |
Dec. 31, 2019 | |
Preferred shares | |
Preferred shares | 12. Preferred shares The China Best, Series A, B-1, B-2, C-1, C-2, C+, C-4, D-1 and D-2 convertible redeemable preferred shares are collectively referred to as the "Preferred Shares”. Since their inception in 2012, the Company have raised approximately USD$125.1 million in equity financing from a group of investors: China Best financing In June 2012, the Company raised an aggregate of RMB1,260,000 from the issuance of 5,660,000 preferred shares of the Company to China Best. Series A financing In March 2013, the Company raised an aggregate of US$700,000 from the issuance of 2,828,393 and 16,970,357 Series A preferred shares of the Company to K2 Evergreen Partner L.P. and K2 Partners II L.P., respectively. Series B financing In September 2013, the Company raised an aggregate of US$5,564,856 from the issuance of 4,142,781 and 8,285,562 Series B-1 preferred shares of the Company to K2 Evergreen Partners L.P. and K2 Partners II L.P., respectively, and the issuance of 18,193,772 and 4,548,443 Series B-2 preferred shares of the Company to BAI GmbH and K2 Partners II L.P., respectively. Series C financing In August 2014, the Company raised an aggregate of US$23,658,593 from the issuance of 3,427,812 Series C-1 preferred shares of the Company to BAI GmbH, and the issuance of 5,643,437, 18,290,377, 7,878,398 and 1,596,503 Series C-2 preferred shares of the Company to BAI GmbH, Highland Capital Partners 9 L.P., Highland Capital Partners 9-B L.P. and Highland Entrepreneurs’ Fund 9 L.P., respectively. Series C+ financing In June 2017, the Company raised an aggregate of US$8,682,770 from the issuance of 2,175,611, 725,204, 1,450,408, 1,910,912, 823,106, 166,797 and 5,341,517 Series C+ preferred shares of the Company to K2 Partners III Limited, K2 Family Partners Limited, BAI GmbH, Highland Capital Partners 9 Limited Partnership, Highland Capital Partners 9-B Limited Partnership, Highland Entrepreneurs’ Fund 9 Limited Partnership and AlphaX Partners Fund I, L.P., respectively. In addition, Puhua’s convertible loans of RMB30.0 million was converted into 6,261,743 Series C+ preferred shares. Series C-4 financing In June 2018, the August 2017 Loan of US$6.3 million plus its accrued interests were converted into 7,569,628 Series C-4 preferred shares. Series D-1 financing In June 2018, the Company raised an aggregate of US$23,350,000 from the issuance of 3,592,664 and 6,453,887 Series D-1 preferred shares of the Company to ACEE Capital Ltd. and Honour Depot Limited, respectively. Series D-2 financing In September 2018, the Company raised US$50.0 million from the issuance of 20,630,925 Series D-2 preferred shares of the Company to Beijing Z-Park Fund. Accounting for the Preferred Shares The Company has classified the Preferred Shares in the mezzanine equity of the consolidated balance sheets as they are contingently redeemable at the option of the holders. In addition, the Company records accretion to the redemption value from the issuance dates to the earliest redemption dates. The accretions are recorded against retained earnings, or in the absence of retained earnings, by charges against additional paid-in capital. Once additional paid-in capital has been exhausted, additional charges are recorded by increasing the accumulated deficit. Each issuance of the Preferred Shares is recognized at the respective issue price at the date of issuance net of issuance costs. The Company has determined that there was no beneficial conversion feature attributable to all preferred shares because the initial effective conversion prices of these preferred shares were higher than the fair value of the Company’s common shares determined by the Company taking into account independent valuations. Upon the completion of the Company’s IPO in November 2018, all of the issued and outstanding pre-IPO Preferred Shares were automatically converted and redesignated into Class A ordinary shares based on the conversion rate stipulated in their Share Purchase Agreements. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefits | |
Employee Benefits | 13. Employee Benefits 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. The following table presents the Group’s employee welfare benefits expenses for the years ended December 31, 2017, 2018 and 2019: For the year ended December 31, 2017 2018 2019 RMB RMB RMB Medical and welfare defined contribution plan 8,504 21,869 38,183 Other employee benefits 2,340 2,741 969 Total 10,844 24,610 39,152 |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation. | |
Share-based Compensation | 14. Share-based Compensation (a) Description of stock option plan 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 non-employees on June 15, 2018 (Note 14(d)). (b) Valuation assumptions The Group historically uses binomial option pricing model to determine fair value of the share-based awards. The estimated fair value of each option granted is estimated on the date of grant using the binomial option-pricing model with the following assumptions: 2017 2018 2019 Expected volatility 57.90%‑59.70 % 57.30 % Not applicable Weighted average volatility % 57.30 % Not applicable Expected dividends - - Not applicable Risk-free rate 2.60%‑3.18 % 3.10 % Not applicable Contractual term (in years) Not applicable Enterprise value US$0.32‑US$0.65 US$0.65 Not applicable The expected volatility at the grant date and each option valuation date was estimated based on the annualized standard deviation of the daily return embedded in historical share prices of comparable peer companies with a time horizon close to the expected expiry of the term of the options. The weighted average volatility is the expected volatility at the grant date weighted by number of options. The Company has never declared or paid any cash dividends on its capital stock, and the Group does not anticipate any dividend payments in the foreseeable future. Contractual term is the contract life of the options. The Group estimated the risk free interest rate based on the market yield of US Government Bond with maturity of ten years as of the valuation date, plus country default risk spread between United States and China. (c) Share options activities The following table presents a summary of the Company’s options activities for the years ended December 31, 2017, 2018 and 2019. Weighted average Remaining Aggregated Employees Consultants Total exercise price contractual life intrinsic value (in thousands) (in thousands) (in thousands) US$ RMB Outstanding at January 1, 2017 18,892 1,637 20,529 0.43 1.39 9,975 Granted 60 - 60 0.42 - - Exercised - - - - - - Forfeited (1,877) - (1,877) 0.94 - - Outstanding at December 31, 2017 17,075 1,637 18,712 0.37 0.72 8,951 Granted 205 - 205 1.00 - - Exercised - - - - - - Forfeited (3,443) - (3,443) 0.12 - - Replaced by restricted shares (13,837) (1,637) (15,474) (0.43) - - Outstanding at December 31, 2018 and 2019 - - - - - - Exercisable as of December 31, 2017 10,606 1,424 12,030 0.28 0.39 5,293 Exercisable as of December 31, 2018 and 2019 - - - - - - The weighted average grant date fair value of options granted for the years ended December 31, 2017 and 2018 was RMB0.4851 and RMB1.8692 per option, respectively. No options were exercised for the years ended December 31, 2018 and 2019. (d) Share option replacement 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 which is a VIE of the Company for the restricted share awards at consideration of nil. Meanwhile, the incentive share options granted to employees and non-employees of the Company shall be 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 concluded the cancellation and replacement of awards is a modification, and determined the modification is a probable-to-probable (Type 1) modification. The Company has recognized the portion of incremental value of RMB10.7 million as expenses immediately for those vested share options; the portion of the incremental value of RMB3.7 million as the result of the replacement for unvested share options will be recognized as expenses over the remaining vesting periods of 1 to 4 years. For years ended December 31, 2018 and 2019, the Company has granted 24,407,184 (including the abovementioned 13,740,480 restricted shares granted to replace the 15,473,653 share options on June 15, 2018) and 11,527,950 restricted shares to its employees. The total fair value of RMB109.0 million and RMB112.6 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 January 1, 2018 - - Granted 24,407,184 1.595 Vested (12,917,926) 1.595 Outstanding as of December 31, 2018 11,489,258 1.595 Granted 11,527,950 1.440 Forfeit (733,764) 1.593 Vested (13,070,570) 1.623 Outstanding as of December 31, 2019 9,212,874 1.364 For the year ended December 31, 2018, total share-based compensation expenses recognized by the Group for the share options and restricted shares granted were RMB0.6million and RMB71.2million, respectively. For the year ended December 31, 2019, total share-based compensation expenses recognized by the Group for the restricted shares granted were RMB110.0 million. As of December 31, 2018 and 2019, there were RMB77.0 million and RMB79.5 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 2.54 years. (e) Super voting right On June 13, 2018, the Company changed its capital structure to re-designate its ordinary shares into Class A ordinary shares and Class B ordinary shares. The effect of this re-designation has been accounted for retroactively for all periods presented. Mr. Wei Wen, Chairman of the Board of Directors and CEO of the Company holds Class B ordinary shares through his British Virgin Islands (“BVI”) company and each Class B ordinary share carries fifteen (15) votes at meetings of shareholders. Upon further transfer of Class B ordinary shares by Mr. Wei Wen to anyone, such Class B ordinary shares will automatically convert into an equal number of Class A ordinary shares. The grant of the super voting right was authorized by the Board of Directors on June 13, 2018. There are no additional vesting conditions attached to the grant. Accordingly, the Company recognized the incremental value of RMB4.7 million of Class B ordinary shares in general and administrative expenses as share based compensation on the grant date. (f) Transfer of ordinary shares On September 29, 2018, the Class A ordinary share holder of the Company, First Aqua Inc., entered into a share transfer agreement with ACEE Capital Ltd., the Series D‑1 preferred share holder of the Company, to transfer 521,962 Class A Ordinary Shares to ACEE Capital Ltd., for an aggregate selling price of US$1.1 million. The transfer of Class A ordinary shares was authorized by the Board of Directors on September 28, 2018. Accordingly, the Company recognized the incremental value of RMB1.7 million between the consideration and the fair value of 521,962 Class A ordinary shares in general and administrative expenses as share based compensation on the transfer date. (g) Repurchase of restricted shares from employees On June 17, 2019, the Company repurchased and reserved 6,358,500 vested restricted shares held by certain employees at the price of US$0.75 per share (US$3.00 per ADSs). The total consideration of US$4.8 million did not exceeded the fair value of the vested restricted shares at repurchase date, the repurchase of restricted shares has been accounted for under the cost method and presented as “treasury stock” in equity on the Group’s consolidated balance sheet without any additional compensation cost incurred. The Company concluded repurchase of restricted shares from employees was an isolated case that was not considered as frequent, and the likelihood to recur is remote. Since there is no repurchase obligation in the Company’s Share Incentive Plan, the Company’s such repurchase action does not prevent the awards from being equity-classified. |
Ordinary shares
Ordinary shares | 12 Months Ended |
Dec. 31, 2019 | |
Ordinary shares | |
Ordinary shares | 15. Ordinary shares On November 20, 2018, the Company completed its initial public offering on the NASDAQ Capital Market. In this offering, the Company issued and sold to the public 2,600,000 ADS, representing 10,400,000 Class A ordinary shares, at a price of US$7.80 per ADS. The aggregate proceeds the Company received from this offering, net of issuance costs, were approximately RMB 103.4 million (US$15.0 million). Immediately prior to the completion of this offering, all of the issued and outstanding pre-IPO preferred shares were automatically converted and pre-IPO China Best redeemable shares, pre-IPO Series A convertible redeemable preferred shares, pre-IPO Series B-1 convertible redeemable preferred shares, pre-IPO Series B-2 convertible redeemable preferred shares, pre-IPO Series C-1 convertible redeemable preferred shares, pre-IPO Series C-2 convertible redeemable preferred shares, pre-IPO Series C+ convertible redeemable preferred shares, pre-IPO Series C-4 convertible redeemable preferred shares were re-designated into Class A ordinary shares on a one-for-one basis, pre-IPO Series D-1 convertible redeemable preferred shares and pre-IPO Series D-2 convertible redeemable preferred shares were re-designated into Class A ordinary shares on a 1-for-1.47 basis. On June 17, 2019, the Company announced that its board of directors authorized a share repurchase program of up to US$20 million of the Company's outstanding ADSs within the next twelve months. As of December 31, 2019, the Company has repurchased approximately 1,710,952 ordinary shares (equivalent to 427,738 ADSs) on the open market in a total consideration of approximately RMB15.1 million (equivalent to US$2.0 million), at an average price of US$1.16 per share (US$4.65 per ADSs). The repurchased shares has been reserved and accounted for under the cost method and presented as “treasury stock” in equity on the Group’s consolidated balance sheet. The Company agreed to issue 80,000 ordinary shares (20,000 ADSs) to a nonemployee for the provision of consulting services from August 2019 to August 2020 The equity award granted to the nonemployee is fully vested and non-forfeiture at the date of grant. The share-based compensation to this nonemployee was therefore accounted for based on the fair value of the equity instrument granted and recognized in the consolidated statement of comprehensive loss for the year ended December 31, 2019 at the date of grant. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Net Loss Per Share | |
Net Loss Per Share | 16. Net Loss Per Share As the Group incurred losses for the years ended December 31, 2017, 2018 and 2019, the potential preferred shares, share options, convertible loan, warrant and restricted shares granted were anti-dilutive and excluded from the calculation of diluted net loss per share of the Company. Considering that the holder of preferred shares has no contractual obligation to participate in the Company’s losses, any losses from the Group should not be allocated to preferred shares. The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2017, 2018 and 2019: 2017 2018 2019 Numerator : Net loss from continuing operations (75,694) (75,088) (251,299) Net loss from discontinued operations (14,977) (3,612) - Total net loss (90,671) (78,700) (251,299) Net loss from continuing operations (75,694) (75,088) (251,299) Less: Accretions to pre-IPO preferred shares redemption value (20,945) (35,066) - Net loss attributable to TuanChe Limited’s shareholders from continuing operations (96,639) (110,154) (251,299) Net loss attributable to TuanChe Limited’s shareholders from discontinued operations (14,977) (3,612) - Denominator: Weighted average number of ordinary shares outstanding, basic 94,870,580 121,938,427 294,922,074 Weighted average number of ordinary shares outstanding, diluted 94,870,580 121,938,427 294,922,074 Basic net loss per share attributable to TuanChe Limited’s shareholders from continuing operations (1.02) (0.90) (0.85) Diluted net loss per share attributable to TuanChe Limited’s shareholders from continuing operations (1.02) (0.90) (0.85) Basic net loss per share attributable to TuanChe Limited’s shareholders from discontinued operations (0.16) (0.03) - Diluted net loss per share attributable to TuanChe Limited’s shareholders from discontinued operations (0.16) (0.03) - |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 17. Commitments and Contingencies (a) Commitments The Group leases venue for auto shows and office space under non-cancelable operating lease agreements, which expire at various dates through December 2024. As of December 31, 2019, future minimum lease under non-cancelable operating lease agreements were as follows: (i) Venue for auto shows Total operating lease commitments 2020 1,224 2021 128 Total 1,352 (ii) Office space Total operating lease commitments 2020 10,031 2021 5,658 2022 1,534 2023 499 2024 291 Total 18,013 (b) 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, 2018 and 2019. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related party transactions | |
Related party transactions | 18. Related party transactions In 2017, the Group granted an interest free loan amounted to RMB1.0 million to Mr. Xingyu Du, Vice President of administration. The loan was fully repaid by Mr. Xingyu Du in July 2018. In 2018, the Group granted an interest free loan amounted to RMB1.0 million to Mr. Wei Wen, Chairman of the Board of Directors and CEO of the Company. The loan was fully repaid by Mr. Wei Wen in August 2018. In 2018, the Group granted an interest free loan amounted to RMB0.8 million to Mr. Xingyu Du, Vice President of administration. The loan was fully repaid by Mr. Xingyu Du in August 2018. In 2018, the Group granted an interest free loan amounted to RMB1.0 million to Mr. Wei Wen, Chairman of the Board of Directors and CEO of the Company. The loan was fully repaid by Mr. Wei Wen in October 2018. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent events | |
Subsequent events | 19. Subsequent events COVID-19 pandemic The outbreak of a novel strain of coronavirus (COVID-19) spread throughout China and to other countries globally. The Group, as well as its suppliers and customers, have experienced significant business disruptions due to government-mandated quarantine measures and travel restrictions to contain the spread of the pandemic. Out of public health concerns, the Group cancelled all offline events such as auto shows and special promotion events previously scheduled in February and March 2020, and held very few offline events in April 2020. The Group expects to continue to reduce the number of offline events in the coming months, as the Chinese government has issued guidelines to continue to curb indoor public gatherings. In addition, the spread of COVID-19 may continue to cause a general slowdown of the Chinese economy in 2020 and beyond, leading to a further slump in the demand for automobiles in China. The reduction in the number of auto shows and special promotion events, combined with a sustained decline in demand in the near future, could materially and adversely affect the Group’s business, results of operations, financial condition and cash flows. Furthermore, as the business operations of the industry customers have also been disrupted, the Group has experienced a delay in collecting the accounts receivable due to the COVID-19 pandemic, which could materially and adversely affect its liquidity. In response to the material impact of the COVID-19 pandemic, the Group has implemented measures to adjust the pace of its operation expansion, conserve resources such as furlough arrangements, scaling back the Group's recruitment budget and employee size and may resort to other costs cutting measures if the outbreak of COVID-19 and its impact persist or escalate, which may have a material adverse effect on the Group's business, results of operations, financial condition and cash flows. The Group is closely monitoring the development of the COVID-19 pandemic and continuously evaluating its impact on the Group's business, results of operations, financial condition and cash flows, the severity of which will depend on the duration of the pandemic and the government’s responsive measures. For the first quarter of 2020, the Company expects net revenues to range from approximately RMB9.0 million to RMB10.0 million, representing a year-over-year approximate decrease of 92.7% to 91.9%, mainly due to cancellation of offline events in February and March as a result of the COVID-19 pandemic. Acquisition of Longye International The closing of the acquisition transaction (the "Closing") pursuant to the share purchase agreement (the "Agreement") with, among other parties, Longye International Limited, a company incorporated in the Cayman Islands ("Longye"), took place on January 13, 2020 (the "Closing Date"). Following the Closing, the Company has acquired the entire equity interest in Longye for a consideration of RMB200 million in the form of a combination of cash and the Company's securities. The Company had extended a bridge loan of an amount of U.S. dollar equivalent to RMB100 million upon the execution of the Agreement and other related documents. On the Closing Date, the Company credited this bridge loan to the cash portion of the purchase price, and issued 8,366,444 Class A ordinary shares of the Company ("Consideration Shares") to the selling shareholders of Longye in satisfaction of the securities portion of the total consideration. The Consideration Shares are calculated by dividing a US-dollar equivalent of RMB100 million by the average closing price of the Company's Class A ordinary shares (as represented by American depositary shares) during the thirty-day period ended on May 10, 2019. As of the Closing Date, 20% of the Consideration Shares had fully vested, while the remaining Consideration Shares remain subject to contractual restrictions on transfer. On January 1, 2021, and January 1, 2022, the contractual restrictions related to 30% and 50% of the total Consideration Shares will be lifted, respectively. The above 100% equity interest acquisitions are accounted for as a business combination. The Group is in process of determining the fair value of acquired assets and liabilities, based on management’s experiences with similar assets and liabilities with the assistance from an independent valuation firm. Through the date on which the financial statements were issued, the valuation report for the acquisition is not finished and the initial accounting for the business combination were incomplete. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information | |
Segment Information | 20 . Segment Information Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM"), or decision making group, in deciding how to allocate resources and in assessing performance. The company concluded that the Group’s CODM is Mr. Wei Wen, Chairman of the Board of Directors and CEO. The Group’s organizational structure is based on a number of factors that the CODM uses to evaluate, view and run its business operations which include, but not limited to, customer base, homogeneity of products and technology. The Group’s operating segments are based on such organizational structure and information reviewed by the Group’s CODM to evaluate the operating segment results. The Group has internal reporting of revenue, cost and expenses by nature as a whole. Hence, the Group has two operating segments-Continuing Business and Discontinued Business in 2017 and 2018. The Company’s one segment is auto shows, group-purchase facilitation, special promotion events and virtual dealership, online marketing services and others (the “segment”). The Company disposed of its electric vehicle sales facilitation business in June 2018. This is the Discontinued Business and the results of this segment are included as discontinued operations for the years ended December 31, 2017 and 2018. Key revenue streams of the segment are as below: December 31, 2017 December 31, 2018 December 31, 2019 RMB RMB RMB Offline Marketing Services: Auto shows 263,927 644,252 603,407 Special promotion events - - 19,772 Group-purchase facilitation 16,739 - - Virtual dealership, online marketing services and others - 6,761 21,594 Total 280,666 651,013 644,773 Substantially all revenues are derived from China based on the geographical locations where services are provided to customers. In addition, the Group’s long-lived assets are substantially all located in China. Therefore, no geographical segments are presented . |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Measurement | |
Fair Value Measurement | 21. Fair Value Measurement Assets and liabilities disclosed at fair value The Company measures its cash and cash equivalents, restricted cash, short-term investments, short-term borrowings and convertible loans at amortized cost. The fair value was estimated by discounting the scheduled cash flows through to estimated maturity using estimated discount rates based on current offering rates of comparable institutions with similar services. The carrying value of the Company’s debt obligations approximate fair value as the borrowing rates are similar to the market rates that are currently available to the Company for financing obligations with similar terms and credit risks and represent a level 2 measurement. Assets measured at fair value on a nonrecurring basis The Company measured its property, equipment and software, long-term investments 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, 2016 and 2017. In 2018, the Company transferred the warrant out of level 3 to mezzanine as China Equities has effected a net cashless exchange of the warrant for 483,702 Series C‑2 convertible redeemable preferred shares on September 29, 2018. Warrant 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: expiry date of warrant, fair market value per share as of valuation date, exercise price, risk free rate of interest, dividend yield, expected time to exercise as well as volatility. |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2019 | |
Restricted Net Assets | |
Restricted Net Assets | 22. 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 RMB139.9 million and RMB 183.0 million as of December 31, 2018 and December 31, 2019 respectively. 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. The Company performed a test on the restricted net assets of its consolidated subsidiaries and VIEs in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e)(3), “General Notes to the Financial Statements” and concluded that it was applicable for the Company to disclose the condensed financial information for the parent company (Note 23) for the years ended December 31, 2017, 2018 and 2019. For the purposes of presenting parent only financial information, the Company records its investments in its subsidiaries and VIEs under the equity method of accounting. Such investments are presented on the separate condensed balance sheets of the Company as “Investments in subsidiaries, VIEs and subsidiaries of VIEs” and subsidiaries of VIEs’ loss are presented as “Equity in loss of subsidiaries, VIEs and subsidiaries of VIEs” on the Condensed statements of operations and comprehensive loss. |
Additional Information - Conden
Additional Information - Condensed Financial Statements of the Parent Company | 12 Months Ended |
Dec. 31, 2019 | |
Additional Information - Condensed Financial Statements of the Parent Company | |
Additional Information - Condensed Financial Statements of the Parent Company | 23. Additional Information – Condensed Financial Information of the Parent Company Condensed statements of operations and comprehensive loss: For the year ended December 31, 2017 2018 2019 RMB RMB RMB US$ Operating expenses: Selling and marketing expenses - (1,511) (256) (37) General and administrative expenses (1,600) (12,936) (19,801) (2,844) Research and development expenses - (84) (422) (61) Total operating expenses (1,600) (14,531) (20,479) (2,942) Interest (expenses)/income, net (657) (1,470) 6,142 883 Change in fair value of warrant (1,390) (3,843) - - Equity in loss of subsidiaries, VIEs and subsidiaries of VIEs (87,023) (58,864) (235,804) (33,871) Others, net (1) 8 (499) (72) Net loss attributable to ordinary shareholders (90,671) (78,700) (250,640) (36,002) Accretions to preferred shares redemption value (20,945) (35,066) - - Net loss (111,616) (113,766) (250,640) (36,002) Other comprehensive (loss)/income: Foreign currency translation adjustments, net of nil tax (1,367) 3,401 9,771 1,404 Total comprehensive loss (112,983) (110,365) (240,869) (34,598) Condensed balance sheets: As of December 31 2018 2019 RMB RMB US$ ASSETS Current assets: Cash and cash equivalents 458,936 102,002 14,652 Time deposits - 69,762 10,021 Prepayment and other current assets - 104,572 15,021 Receivables due from subsidiaries, VIEs and subsidiaries of VIEs 108,066 110,348 15,850 Total current assets 567,002 386,684 55,544 Non-current assets: Investments in subsidiaries, VIEs and subsidiaries of VIEs 39,157 46,087 6,620 Other non-current assets 644 - - Total non-current assets 39,801 46,087 6,620 TOTAL ASSETS 606,803 432,771 62,164 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Other taxs payable - 6,654 956 Other current liabilities - 325 47 Payables due to subsidiaries, VIEs and subsidiaries of VIEs 4,813 - - Total current liabilities 4,813 6,979 1,003 Non-current liabilities: Other non-current liabilities - 2,158 309 Total non-current liabilities - 2,158 309 TOTAL LIABILITIES 4,813 9,137 1,312 SHAREHOLDERS’ EQUITY Class A ordinary shares 166 173 25 Class B ordinary shares 35 35 5 Treasury stock - (47,888) (6,879) Additional paid-in capital 1,077,183 1,187,577 170,585 Accumulated deficit (468,026) (718,666) (103,229) Accumulated other comprehensive (loss)/income (7,368) 2,403 345 TOTAL SHAREHOLDERS' EQUITY 601,990 423,634 60,852 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 606,803 432,771 62,164 Condensed statements of cash flows: For the year ended December 31, 2017 2018 2019 RMB RMB RMB US$ Net cash used in operating activities (6,466) (9,640) (3,086) (442) Cash flows from investing activities: Cash paid for investments in subsidiaries, VIEs and subsidiaries of VIEs (47,002) (201,744) (151,006) (21,691) Cash payment of time deposits - - (69,762) (10,021) Cash payment of bridge loan - - (99,148) (14,242) Net cash used in investing activities (47,002) (201,744) (319,916) (45,954) Cash flows from financing activities: Cash payments for repurchase of restricted shares from employees - - (26,228) (3,767) Cash payments for repurchase of shares - - (13,749) (1,975) Cash received from convertible loans 41,165 - - - Proceeds from issuance of Series C+ convertible redeemable preferred shares 59,091 - - - Payments of issuance cost for Series C+ convertible redeemable preferred shares (449) - - - Proceeds from issuance of Series (D-1) convertible redeemable preferred shares - 151,118 - - Payment of issuance cost for Series (D-1) convertible redeemable preferred shares - (307) - - Proceeds from issuance of Series (D-2) convertible redeemable preferred shares - 359,834 - - Payment of issuance cost for Series (D-2) convertible redeemable preferred shares - (1,267) - - Proceeds of initial public offering, net of issuance costs - 103,372 - - Cash received from the depositary bank - - 2,732 392 Net cash generated from/(used in) financing activities 99,807 612,750 (37,245) (5,350) Effect of exchange rate changes on cash, cash equivalents and restricted cash (981) 12,134 3,313 476 Net increase/(decrease) in cash, cash equivalents and restricted cash 45,358 413,500 (356,934) (51,270) Cash, cash equivalents and restricted cash at the beginning of year 78 45,436 458,936 65,922 Cash, cash equivalents and restricted cash at the end of year 45,436 458,936 102,002 14,652 Basis of presentation The Company's accounting policies are the same as the Group's accounting policies with the exception of the accounting for the investments in subsidiaries, VIEs and subsidiaries of VIEs. For the Company only condensed financial information, the Company records its investments in subsidiaries, VIEs and subsidiaries of VIEs under the equity method of accounting as prescribed in ASC 323, Investments—Equity Method and Joint Ventures. Such investments are presented on the Condensed balance sheets as "Investments in subsidiaries, VIEs and subsidiaries of VIEs" and shares in the subsidiaries, VIEs and subsidiaries of VIEs' loss are presented as "Equity in loss of subsidiaries, VIEs and subsidiaries of VIEs" on the Condensed statements of operations and comprehensive loss. The parent company only condensed financial information should be read in conjunction with the Group' consolidated financial statements. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Additional Information - Condensed Financial Statements of the Parent Company | |
Basis of presentation | a) Basis of presentation 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) Reclassifications The Company changed the presentation of revenue within its consolidated statements of operations for the twelve months ended December 31, 2019. Revenue, previously reported as a single line item, has been disaggregated to present revenue by the various services the Company provides. 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) Principles of consolidation 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. |
Discontinued operations | d) Discontinued operations A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management, having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Discontinued operations are reported when a component of an entity comprising operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity is classified as held for disposal or has been disposed of, if the component either (1) represents a strategic shift or (2) have a major impact on an entity’s financial results and operations. In the consolidated statements of operations and comprehensive loss, result from discontinued operations is reported separately from the income and expenses from continuing operations and prior periods are presented on a comparative basis. Cash flows for discontinuing operations are presented separately in Note 3. In order to present the financial effects of the continuing operations and discontinued operations, revenues and expenses arising from intra-group transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operations. |
Use of estimates | e) Use of estimates The preparation of the Group’s consolidated financial statements in conformity with the 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, assessment for valuation allowance of deferred tax assets, determination of the fair value of ordinary shares, preferred shares and warrant, and valuation and recognition of share-based compensation expenses. |
Functional currency and foreign currency translation | f) Functional currency and foreign currency translation 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$"). The functional currency of the Group’s PRC entities is RMB. In the consolidated financial statements, the financial information of the Company and other entities located outside of the PRC have been translated into RMB. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, and expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as foreign currency translation adjustments, and are shown as a component of other comprehensive loss in the consolidated statements of operations and comprehensive loss. Foreign currency transactions denominated in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency using the applicable exchange rates at the balance sheet dates. Net gains and losses resulting from foreign exchange transactions are included in exchange (losses)/gains in the consolidated statements of operations and comprehensive loss. |
Convenience Translation | g) Convenience Translation Translations of balances in the consolidated balance sheets, consolidated statements of operations and comprehensive loss and consolidated statements of cash flows from RMB into US$ as of and for the year ended December 31, 2019 are solely for the convenience of the reader and were calculated at the rate of US$1.00 = RMB6.9618 representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on December 31, 2019. No representation is made that the RMB amounts represent or could have been, or could be, converted, realized or settled into US$ at that rate on December 31, 2019, or at any other rate. |
Fair value measurements | h) 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, time deposits, accounts receivable, other receivables, accounts payable and other payables, of which the carrying values approximate their fair value. See Note 21 for additional information. |
Cash, cash equivalents and restricted cash | i) Cash, cash equivalents and restricted cash 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, 2018 and 2019, there were cash at bank and demand deposits with terms of less than three months denominated in US dollars amounting to approximately US$73.5 million and US$15.6 million, respectively (equivalent to approximately RMB504.2 million and RMB109.1 million, respectively). As of December 31, 2018 and 2019, the Group had approximately RMB74.4 million and RMB91.9 million cash and cash equivalents held by its PRC subsidiaries, VIEs and subsidiaries of VIEs, representing 12.9% and 47.4% of total cash and cash equivalents of the Group, respectively. As of December 31, 2018 and 2019, the Company had a restricted cash balance approximately nil and RMB1.5 million, respectively, which are security deposits for the referral services in collaboration with a commercial bank and ancillary services to facilitate auto loan applications. |
Accounts receivable, net | j) Accounts receivable, net 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. Accounts receivable balances are written off against the allowance when they are determined to be uncollectible. Notes receivable represents notes receivable issued by reputable financial institutions that entitle the Group to receive the full face amount from the financial institutions at maturity. Refer to Note 4 for details. |
Time deposits | k) Time deposits Time deposits mainly represent demand deposits placed with banks with original maturities of more than three months but within one year. Interest earned is recorded as interest income in the consolidated statements of operations and comprehensive loss during the periods. |
Property, equipment and software, net | l) Property, equipment and software, net 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 following estimated useful lives: 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. |
Impairment of long-lived assets | m) Impairment of long-lived assets Long-lived assets 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. No impairment charge was recognized for any of the periods presented. |
Long-term investments | n) Long-term investments In accordance with ASU 2016-01, for investments in equity instruments which the Company does not have significant influence, and whose fair value is not readily determinable, the cost less impairment accounting is applied. Gain or losses are realized when such investment is sold or when dividends are declared or payments are received. The Company assesses its equity investments for other-than-temporary impairment by considering factors including, but not limited to, current economic and market conditions, the operating performance of the companies including current earnings trends, and other company-specific information such as financing rounds. 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 adjusts the carrying amount of equity method investment for its share of the income or losses of the investee and reports the recognized income or losses in the consolidated statements of operations and comprehensive loss. The Company’s share of the income or losses of an investee are based on the shares of common stock and in-substance common stock held by the Company. |
Other non-current assets | o) Other non-current assets As of December 31, 2018 and 2019, other non-current assets comprises mainly prepayments for the purchases of softwares. |
Warrant | p) Warrant On October 31, 2017, a warrant to purchase Series C‑2 convertible redeemable preferred shares of the Company was issued in connection with the debt financing and is classified as a liability and is treated as upfront issuance costs based on the estimated fair value of the warrant at issuance date. Subsequently, changes in the fair value of the warrant for Series C‑2 convertible redeemable preferred shares is recorded in the consolidated statements of operations and comprehensive loss. The upfront issuance costs are amortized over the term of the debt financing. As of December 31, 2018 and 2019, upfront issuance costs of RMB0.7 million and nil were included in other non-current assets, respectively. |
Revenue recognition | q) Revenue recognition The Group adopted ASC Topic 606, "Revenue from Contracts with Customers" for all periods presented. Consistent with the criteria of Topic 606, 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 assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Based on revenue arrangements, there are no multiple performance obligations identified. 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. 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 auto dealers that includes auto dealers, automakers and automotive service providers. The Group charges a fixed admission fee per auto show event to 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 over the period of the contract 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 over the period of the contract when the services are provided. Group-purchase facilitation revenue The Group facilitates transactions between consumers and auto dealers by organizing group-purchase events. The Group charges group-purchase facilitation revenue to the auto dealers in the form of either a fixed fee per event or a fixed fee per car sold during the group-purchase event. There is no financing component or consideration payable to any consumers. The Group has identified one performance obligation - organizing group-purchase events. As the Group has control of the group-purchase facilitation services and discretion in establishing the price of group-purchase facilitation service fee, it is considered to be a principal in accordance with ASC 606. Since the Group’s performance obligation is satisfied once the transaction is complete, the group-purchase facilitation service revenue is recognized at the point in time when the service of group-purchase facilitation is rendered, which occurs upon the closing of the group-purchase event. Virtual dealership revenue The Group operates a virtual dealership by connecting automakers or franchised dealerships with secondary dealers whereby the Group purchases cars on behalf of the secondary dealers from the automakers or franchised dealerships. The Group charges a commission fee at a pre-agreed percentage of the car costs to the secondary dealers. As the Group has neither inventory risk nor the discretion to establish the cost of cars to secondary dealers, it is considered to be an agent in accordance with ASC 606. The virtual dealership commission revenue is recognized upon the secondary dealers’ acceptance of the delivery of cars from automakers or franchised dealerships. Online marketing services revenue The Group's online marketing services revenue primarily include (i) demand-side platform services and (ii) marketing information services. The demand-side platform services generate revenue through (1) online advertising services and (2) advertising space resale services. For the advertising services, the Group provides advertising spaces on the website to customers and recognize the service fees received as revenue on a straight-line basis over the period of the service period. Under the advertising space resale services, the Group purchases advertising spaces wholesale from suppliers such as search engines and other online advertising channels and resell those spaces to the customers. The customers pay the Group a membership fee to access these spaces. The Group recognizes the membership fee on a straight-line basis over the membership period, which is usually one year. Because the Group does not have discretion over the price of advertisement charged by suppliers, who are the primary obligors for providing the advertising services, revenue from advertising space resale services is recognized on a net basis. 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 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. |
Cost of revenue | r) Cost of revenues Costs of revenues, consist primarily of rental costs for auto show venues, venue set-up costs, security costs, direct labor costs and other direct costs. |
Research and development expenses | s) Research and development expenses 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. |
Selling and marketing expenses | t) Selling and marketing expenses 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 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, 2017, 2018 and 2019, the advertising and promotional expenses were RMB134.2 million, RMB238.0million and RMB291.2 million, respectively. |
Leases | u) Leases Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Rental expense is recognized from the date of initial possession of the leased property on a straight-line basis over the term of the lease. Certain lease agreements contain rent holidays, which are recognized on a straight-line basis over the lease term. Lease renewal periods are considered on a lease-by-lease basis and are generally not included in the initial lease terms. Rental costs for auto show venues incurred by the Group were RMB31 million, RMB67 million and RMB77 million for the years ended December 31, 2017, 2018 and 2019, respectively. Rental expenses for office space incurred by the Group were RMB6.6 million, RMB6.6 million and RMB8.7 million for the years ended December 31, 2017, 2018 and 2019, respectively. The Group has no capital leases for any of the periods presented. |
Share-based compensation | v) Share-based compensation 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 in accordance with ASC 718 Compensation—Stock Compensation and share-based awards granted to non-employee in accordance with ASC 505. For share options for the purchase of ordinary shares granted to employees determined to be equity classified awards, the related share-based compensation expenses are recognized in the consolidated financial statements based on their grant date fair values which are calculated using the binomial option pricing model. The determination of the fair value is affected by the share price as well as assumptions regarding a number of complex and subjective variables, including the expected share price volatility, actual and projected employee share option exercise behavior, risk-free interest rates and expected dividends. The fair value of the ordinary shares is assessed using the income approach/discounted cash flow method, with a discount for lack of marketability, given that the shares underlying the awards were not publicly traded at the time of grant. Share-based compensation expenses are recorded net of actual forfeitures using straight-line method during the service period requirement, such that expenses are recorded only for those share-based awards that are expected to ultimately vest. Share-based compensation expenses for share options granted to non-employees are measured at fair value at the earlier of the performance commitment date or the date service is completed, and recognized over the period during which the service is provided. The Group applies the guidance in ASC 505‑50 to measure share options granted to non-employees based on the then-current fair value at each reporting date. 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 and if the modification is determined to be a probable-to-probable (Type 1) modification, additional compensation expenses are recognized in an amount equal to the excess of the fair value of the modified equity instrument over the fair value of the original equity instrument immediately before modification. The additional compensation expenses are recognized immediately on the date of modification or over the remaining requisite service period, depending on the vesting status of the award. |
Employee benefits | w) Employee benefits PRC Contribution Plan Full time employees of the Group in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to the employees. Chinese labor regulations require that the PRC subsidiaries, VIEs and subsidiaries of VIEs of the Group make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the local government. The Group has no legal obligation for the benefits beyond the contributions made. The total amounts of such employee benefit expenses, which were expensed as incurred, were approximately RMB10.8 million, RMB24.6 million and RMB39.2 million for the years ended December 31, 2017, 2018 and 2019, respectively. |
Taxation | x) Taxation 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 and for the years ended December 31, 2017, 2018 and 2019. |
Related parties | y) Related parties Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation. |
Net loss per share | z) Net loss per share Loss per share is computed in accordance with ASC 260, Earnings per Share. The two-class method is used for computing earnings per share in the event the Group has net income available for distribution. Under the two-class method, net income is allocated between ordinary shares and participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s preferred shares are participating securities because they are entitled to receive dividends or distributions on an as converted basis. For the periods presented herein, the computation of basic loss per share using the two-class method is not applicable as the Group is in a net loss position and net loss is not allocated to other participating securities because in accordance with their contractual terms they are not obligated to share in the losses. Basic net loss per share is computed using the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share is computed using the weighted average number of ordinary shares and potential ordinary shares outstanding during the period under treasury stock method. Potential ordinary shares include preferred shares, share options, convertible loan, warrant and restricted shares granted, unless they were anti-dilutive. The computation of diluted net income/(loss) per share does not assume conversion, exercise, or contingent issuance of securities that would have an anti-dilutive effect (i.e. an increase in earnings per share amounts or a decrease in loss per share amounts) on net income/(loss) per share. |
Statutory reserves | aa) Statutory reserves In accordance with China’s Company Laws, the Company’s VIEs in PRC must make appropriations from their after-tax profit (as determined under the accounting principles generally acceptable in China ("PRC GAAP")) to non-distributable reserve funds including (i) statutory surplus fund and (ii) discretionary surplus fund. The appropriation to the statutory surplus fund must be at least 10% of the after-tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the respective company. Appropriation to the discretionary surplus fund is made at the discretion of the respective company. Pursuant to the laws applicable to China’s Foreign Investment Enterprises, the Company’s subsidiaries that are foreign investment enterprises in China have to make appropriations from their after-tax profit (as determined under PRC GAAP) to reserve funds including (i) general reserve fund, (ii) enterprise expansion fund and (iii) staff bonus and welfare fund. The appropriation to the general reserve fund must be at least 10% of the after tax profits calculated in accordance with PRC GAAP. Appropriation is not required if the general reserve fund has reached 50% of the registered capital of the respective company. Appropriations to the other two reserve funds are at the respective companies’ discretion. The Company has not appropriated any amount to statutory reserves for the years ended December 31, 2017, 2018 and 2019 as its subsidiaries, VIEs and subsidiaries of VIEs in the PRC are still in accumulated deficit position. |
Comprehensive loss | bb) Comprehensive loss 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 of accumulated foreign currency translation adjustments. |
Non-controlling interests | cc) Non-controlling interests 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. |
Treasury stock | dd) Treasury stock 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 | ee) Segment reporting 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 for making operating decisions, allocating resources and assessing performance as the source for determining the Group’s reportable segments. Management has determined that the Group operated its continuing operations in one segment, as that term is defined by FASB ASC Topic 280, Segment reporting. |
Concentrations and Risks | ff) Concentrations and Risks Online advertising and promotional service provider The Group relied on online advertising and promotional service providers and their affiliates for online advertising and promotional service to support its operations during the years ended December 31, 2017, 2018 and 2019 as follows: For the year ended December 31, 2017 2018 2019 Total number of online advertising and promotional service providers 21 32 25 Number of online service providers that accounted for 10% or more of the Group’s online advertising and promotional service 2 2 2 Total percentage of the Group’s online advertising and promotional service expenses that were paid to these service providers who accounted for 10% or more of the Group’s online advertising and promotional service expenses 50 % 43 % 55 % Credit risk Financial instruments that potentially subject the Group to the concentration of credit risk consist of cash and cash equivalents, restricted cash, time deposits and accounts receivable. As of December 31, 2018 and 2019, all of the Group’s cash and cash equivalents, restricted cash and time deposits 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 was one customer and no customer had receivable balances exceeding l0% of the total accounts receivable balances of the Group as of December 31, 2018 and 2019, respectively, as follows: For the year ended December 31, 2018 2019 Customer A 22 % 5 % |
Recently issued accounting pronouncements | gg) Recently issued accounting pronouncements 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. In January 2016, the FASB issued ASU No. 2016‑01 Financial Instruments—Overall (Subtopic 825‑10) "Recognition and Measurement of Financial Assets and Financial Liabilities". The amendments in this ASU require all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee). The amendments in this accounting standard update also require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in this accounting standard update eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities and the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For all other entities including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. All entities that are not public business entities may adopt the amendments in this update earlier as of the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Group adopted this new standard effective on January 1, 2019. The adoption of ASU 2016‑01 did not have a material impact on the Group’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases ("ASU 2016-02"). Further, as a clarification of the new guidance, the FASB issued several amendments and updates. Under the new provisions, all lessees will report a right-of-use asset and a liability for the obligation to make payments for all leases with the exception of those leases with a term of 12 months or less. All other leases will fall into one of two categories: (i) financing leases, similar to capital leases, which will require the recognition of an asset and liability, measured at the present value of the lease payments and (ii) operating leases which will require the recognition of an asset and liability measured at the present value of the lease payments. Lessor accounting remains substantially unchanged with the exception that no leases entered into after the effective date will be classified as leveraged leases. For sale leaseback transactions, the sale will only be recognized if the criteria in the new revenue recognition standard are met. The amendments in this update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years for public entities. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Group will adopt the new lease guidance in its consolidated financial statements for the year ended December 31, 2020. The Group has finalized its analysis and the most significant impact will be the recognition of right-of-use assets and lease liabilities for rental of its office space. In June 2016, the FASB amended guidance related to the impairment of financial instruments as part of ASU 2016‑13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. For public business entities that are U.S. Securities and Exchange Commission (SEC) filers, the amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other entities, including not-for-profit entities and employee benefit plans within the scope of Topics 960 through 965 on plan accounting, the amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. All entities may adopt the amendments in this update earlier as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which the Group is required to recognize an allowance based on its estimate of expected credit loss. The Group will adopt the new credit loss guidance beginning January 1, 2021. The Group is currently evaluating the impact of this new guidance on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Group adopted ASU 2016-15 on January 1, 2019 and the adoption has no material impact on the Group's consolidated financial statements. In June 2018, the FASB issued ASU No. 2018‑07 Compensation—Stock Compensation (Topic 718) "Improvements to Nonemployee Share-Based Payment Accounting". The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Group will adopt the new stock compensation guidance beginning January 1, 2020 and the adoption will have no material impact on the Group's consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, adds and modifies certain disclosure requirements for fair value measurements. Under the guidance, public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The guidance is effective for all entities for fiscal years beginning after December 15, 2019 and for interim periods within those fiscal years, but entities are permitted to early adopt either the entire standard or only the provisions that eliminate or modify the requirements. The Group will adopt the new fair value measurement guidance beginning January 1, 2020 and the adoption will have no material impact on the Group's consolidated financial statements. |
Organization and Reorganizati_2
Organization and Reorganization (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Reorganization | |
Schedule of principal subsidiaries, major VIEs and major subsidiaries of VIEs | 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, virtual dealership, online marketing services Place and year of Percentage of incorporation/ direct or indirect Major VIEs acquisition 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 Best Cars Limited (“Best Cars”) British Virgin Islands, 2018 100 Holding of ordinary shares for restricted share awards Place and Percentage of year of direct or indirect Major subsidiaries of VIEs incorporation economic ownership Principal activities Beijing Zhongrui Guochuang Automobile Sales & Service Co., Ltd. (“Zhongrui Guochuang”) Beijing, PRC 2016 100 Auto shows TuanChe (Beijing) Automobile Sales Service Co., Ltd. (“TuanChe Automobile”) Beijing, PRC 2015 100 Vehicle sales facilitation Beijing GuoHeng Chuangxin Automobile Sales & Service Co., Ltd. (“GuoHeng Chuangxin”) Beijing, PRC 2016 100 Vehicle sales facilitation Tengzhou GuoChuang Automobile Sales & Service Co., Ltd. (“GuoChuang Automobile”) Shandong, PRC 2016 100 Vehicle sales facilitation Tianjin Hengyuan Chuangxin Automobile Sales & Service Co., Ltd. (“Tianjin Hengyuan”) Tianjin, PRC 2016 100 Vehicle sales facilitation |
Schedule of consolidated financial statements | As of December 31, As of December 31, 2018 2019 RMB RMB ASSETS Current assets: Cash and cash equivalents 25,166 13,136 Accounts receivable, net 27,160 6,834 Prepayments and other current assets 16,692 17,092 Amount due from the subsidiaries of the Group 4,973 11,197 Total current assets 73,991 48,259 Non-current assets: Property, equipment and software, net 522 313 Long-term investments 4,390 7,874 Total non-current assets 4,912 8,187 TOTAL ASSETS 78,903 56,446 Current liabilities: Accounts payable 1,871 3,624 Advance from customers 13,922 2,677 Salary and welfare benefits payable 30,535 29,970 Other taxes payable 12,651 12,412 Other current liabilities 5,306 800 Amount due to the subsidiaries of the Group 233,295 183,674 Total current liabilities 297,580 233,157 TOTAL LIABILITIES 297,580 233,157 For the year ended December 31, December 31, December 31, 2017 2018 2019 RMB RMB RMB Net revenues 280,081 329,788 144,115 Net (loss)/profit from continuing operations (66,300) (34,674) 7,450 Net (loss)/profit from discontinued operations (14,977) (3,612) - Net (loss)/profit (81,277) (38,286) 7,450 For the year ended December 31, December 31, December 31, 2017 2018 2019 RMB RMB RMB Net cash (used in)/generated from operating activities (10,540) 24,144 (6,612) Net cash used in investing activities - (50) (5,418) Net cash generated from/(used in) financing activities 18,148 (31,138) - Net increase/(decrease) in cash and cash equivalent 7,608 (7,044) (12,030) |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Significant Accounting Policies | |
Schedule of estimate useful life of property, plant and equipment | 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 online advertising and promotional service provider | For the year ended December 31, 2017 2018 2019 Total number of online advertising and promotional service providers 21 32 25 Number of online service providers that accounted for 10% or more of the Group’s online advertising and promotional service 2 2 2 Total percentage of the Group’s online advertising and promotional service expenses that were paid to these service providers who accounted for 10% or more of the Group’s online advertising and promotional service expenses 50 % 43 % 55 % |
Schedule of credit risk related to major customers | For the year ended December 31, 2018 2019 Customer A 22 % 5 % |
Discontinued operations (Tables
Discontinued operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Discontinued operations | |
Schedule of discontinued operation | For the year ended For the period from December 31, January 1 to June 30, 2017 2018 RMB RMB Net revenues 17,768 4,807 Cost of revenues (627) (280) Gross profit 17,141 4,527 Operating expenses: Selling and marketing expenses (30,065) (6,800) General and administrative expenses (1,077) (1,368) Total operating expense (31,142) (8,168) Loss from operations (14,001) (3,641) Other expenses: Interest expenses, net (924) (676) Gain from disposal of discontinued operations - 771 Others, net (52) (66) Loss from discontinued operations before income taxes (14,977) (3,612) Income tax expense - - Net loss from discontinued operations (14,977) (3,612) Cash flows of the discontinued operations: For the year ended For the period from December 31, January 1 to June 30, 2017 2018 RMB RMB Cash flows used in discontinued operations Net cash used in operating activities (27,875) (2,817) Net cash used in investing activities (10) - Net cash generated from/(used in) financing activities 17,904 (2,513) Net decrease in cash and cash equivalents (9,981) (5,330) |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounts receivable, net | |
Schedule of accounts and notes receivables | Accounts and notes receivables are consisted of the following: December 31, 2018 December 31, 2019 RMB RMB Notes receivable 3,625 12,209 Accounts receivable, gross 49,121 74,357 Less: allowance for doubtful accounts (491) (14,175) Accounts receivable, net 52,255 72,391 |
Schedule of allowance for doubtful accounts | December 31, 2017 December 31, 2018 December 31, 2019 RMB RMB RMB Balance at the beginning of the period - 418 491 Additions charged to bad debt expense 418 491 13,684 Write-off of bad debt allowance - (418) - Balance at the end of the period 418 491 14,175 |
Prepayment and other current _2
Prepayment and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepayment and other current assets | |
Schedule of prepayments and other current assets | The following is a summary of prepayments and other current assets: December 31, 2018 December 31, 2019 RMB RMB Receivables due from dealerships 10,661 - Deductible VAT 4,852 4,056 Deposits 8,637 14,496 Prepaid rental expenses 2,168 1,662 Receivables due from third-party online payment platforms 469 4,755 Staff advances 695 4,131 Prepaid promotion expenses 36,538 54,382 Prepaid service fees 2,574 4,591 Prepaid insurance fees - 3,648 Bridge loan receivable* - 100,611 Others 2,225 1,450 Total 68,819 193,782 * On May, 2019, the Company (the “Purchaser”) entered into a share purchase agreement (the “Agreement”) with, among other parties, Longye International Limited (the “Seller”), a company incorporated in the Cayman Islands, to acquire its entire entity interest for a total consideration of U.S.-dollar equivalent of RMB200,000,000 in the form of cash and the Company’s securities in aggregate. According to the Agreement, the Purchaser shall pay RMB100,000,000 equivalent in USD as a bridge loan to the Seller. Subject to the customary closing conditions, the Company will credit this bridge loan to the cash portion of the purchase price. |
Property, equipment and softw_2
Property, equipment and software, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, equipment and software, net | |
Schedule of property, equipment and software, net | The following is a summary of property, equipment and software, net: December 31, 2018 December 31, 2019 RMB RMB Furniture and electronic equipment 4,304 5,398 Vehicles 426 425 Software 10,850 18,948 Leasehold improvement - 2,874 Total property, equipment and software 15,580 27,645 Less: accumulated depreciation - Furniture, electronic equipment and vehicles (3,283) (3,502) accumulated amortization - Software (661) (3,435) accumulated amortization - Leasehold improvement - (348) Property, equipment and software, net 11,636 20,360 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Taxation | |
Schedule of reconciliation of the differences between the statutory income tax rate | For the year ended December 31, 2017 2018 2019 % % % Statutory income tax rate of the PRC 25.0 25.0 25.0 Permanent differences (11.5) (10.4) (10.0) Change in valuation allowance (13.5) (14.6) (15.0) Effective income tax rate - - - |
Schedule of net operating tax loss carry forwards | As of December 31, 2019, certain entities of the Company had net operating tax loss carry forwards as follows: RMB Loss expiring in 2020 34,177 Loss expiring in 2021 15,037 Loss expiring in 2022 19,771 Loss expiring in 2023 61,016 Loss expiring in 2024 29,343 159,344 |
Schedule of temporary differences to the deferred tax assets | The following table presents the tax impact of significant temporary differences that give rise to the deferred tax assets as of December 31, 2018 and 2019: December 31, 2018 December 31, 2019 RMB RMB Deferred tax assets: Advertising expense in excess of deduction limit 25,473 43,262 Accrued expense and other payables 5,303 6,615 Net operating tax loss carry forwards 31,938 39,836 Total deferred tax assets 62,714 89,713 Less: valuation allowance (62,714) (89,713) Net deferred tax assets - - |
Schedule of aggregate valuation allowances for deferred tax assets | valuation allowances on the related deferred tax assets. The following table sets forth the movement of the aggregate valuation allowances for deferred tax assets for the periods presented: Balance at January 1 Addition Balance at December 31 RMB RMB RMB 2017 (39,613) (8,942) (48,555) 2018 (48,555) (14,159) (62,714) 2019 (62,714) (26,999) (89,713) |
Other taxes payable (Tables)
Other taxes payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other taxes payable | |
Schedule of summary of other taxes payable | The following is a summary of other taxes payable as of December 31, 2018 and 2019: December 31, 2018 December 31, 2019 RMB RMB Withholding individual income taxes for employees 4,268 9,727 VAT payables 11,728 12,105 Others 978 662 Total 16,974 22,494 |
Short-term and long-term borr_2
Short-term and long-term borrowings (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Short-term and long-term borrowings | |
Schedule of short-term and long-term borrowings | Maturity Principal Interest rate Short-term borrowings date amount per annum Name of bank Term loan Loan I (a) March 30, 2018 9,944 7.25 % SPD Silicon Revolving loan Loan II (a) December 31, 2018 and June 9,945 7.50 % SPD Silicon Secured loan Loan III (b) December 28, 2018 10,000 4.35 % SPD Silicon Maturity Principal Interest rate Long-term borrowings date amount per annum Type Loan II (a) June 28, 2019 9,945 7.50 % SPD Silicon (a) The Group was granted an RMB20.0 million credit facility that was expired on June 30, 2019 for general corporate purposes. Thereinto, RMB10.0 million is allocated to a term loan facility and RMB10.0 million is a revolving loan credit facility. The credit facility was guaranteed by the Company. There were two financial covenants for the credit facility as follows: (i) new equity financing round: to close a new equity financing round representing investment of no less than RMB50.0 million from the investors no later than June 30, 2017; (ii) minimum quarterly gross profit: to meet gross profit for 2017 Q1 of RMB20.0 million, 2017 Q2 of RMB28.0 million, 2017 Q3 of RMB32.0 million, 2017 Q4 of RMB35.0 million and 2018 Q1 of RMB25.0 million. On March 30, 2018, above financial covenants for the credit facility have been amended as follows: (i) minimum monthly liquidity ratio: 2.0:1.0; liquidity ratio is defined as (unrestricted cash on the consolidated basis + accounts receivable) divided by total unsecured bank debt. (ii) minimum quarterly net revenue for 2018 Q1 of RMB65.0 million, 2018 Q2 of RMB120.0 million, 2018 Q3 of RMB150.0 million, 2018 Q4 of RMB200.0 million and 2019 Q1 of RMB65.0 million. The Group was in compliance with the covenants of the above credit facility for the year ended December 31, 2018. Term loan Loan I: Under the term loan facility, the Group drew down RMB8.0 million and RMB1.9 million on April 1, 2017 and July 21, 2017, respectively. The interest is payable on a monthly basis and the principal will be due upon maturity. These loans were repaid on March 30, 2018. Revolving loan Loan II: Under the revolving loan facility, the Group drew down RMB1.6 million, RMB5.9 million and RMB2.5 million on July 31, August 7 and September 12, 2017, respectively. The principal and interest is payable on a monthly basis. These loans will be repaid by equivalent installment of principal in each month until June 28, 2019. These loans were repaid in the fourth quarter of 2018 in advance. Secured loan (b) Loan III: As of December 31, 2017, the outstanding balance of the loan was secured by a US$ deposit of the Group in Silicon Valley Bank located in United States of America in the equivalent amount of RMB11.1 million, which was recorded as restricted cash. SPD Silicon Valley Bank is an onshore branch of Silicon Valley Bank. The interest is payable on a monthly basis and the principal will be due upon maturity. The loan was matured and fully repaid on December 28, 2018. In conjunction with Loan III, a warrant was granted to China Equities Hong Kong Limited (“China Equities”) on October 31, 2017 for a cash consideration of US$0.621 to purchase up to 670,814 Series C-2 convertible redeemable preferred shares of the Company at US$0.64829 per share or if the fair market value of the warrant shares exceeds the exchange price, China Equities may effect a net cashless exchange of this warrant within five years after the grant of the warrant. In accordance with ASC 480-10-55-33, the warrant shall be classified as liability, initially recorded at fair value and subsequently measure at fair value through earnings. On September 29, 2018, China Equities has effected a net cashless exchange of the warrant for 483,702 Series C-2 convertible redeemable preferred shares with a consideration of nil. |
Other current liabilities (Tabl
Other current liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other current liabilities | |
Schedule of summary of other current liabilities | December 31, 2018 December 31, 2019 RMB RMB Professional service fee 10,238 5,741 Online promotional expense payables 9,554 28,595 Software purchases payables 2,760 - Tickets printing&delivery payables 2,450 1,271 Advertising expenses 8,611 1,798 Others 2,813 3,508 Total 36,426 40,913 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Employee Benefits | |
Schedule of employee welfare benefits expenses | For the year ended December 31, 2017 2018 2019 RMB RMB RMB Medical and welfare defined contribution plan 8,504 21,869 38,183 Other employee benefits 2,340 2,741 969 Total 10,844 24,610 39,152 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation. | |
Schedule of weighted average assumptions used | 2017 2018 2019 Expected volatility 57.90%‑59.70 % 57.30 % Not applicable Weighted average volatility % 57.30 % Not applicable Expected dividends - - Not applicable Risk-free rate 2.60%‑3.18 % 3.10 % Not applicable Contractual term (in years) Not applicable Enterprise value US$0.32‑US$0.65 US$0.65 Not applicable |
Schedule of stock option activity | Weighted average Remaining Aggregated Employees Consultants Total exercise price contractual life intrinsic value (in thousands) (in thousands) (in thousands) US$ RMB Outstanding at January 1, 2017 18,892 1,637 20,529 0.43 1.39 9,975 Granted 60 - 60 0.42 - - Exercised - - - - - - Forfeited (1,877) - (1,877) 0.94 - - Outstanding at December 31, 2017 17,075 1,637 18,712 0.37 0.72 8,951 Granted 205 - 205 1.00 - - Exercised - - - - - - Forfeited (3,443) - (3,443) 0.12 - - Replaced by restricted shares (13,837) (1,637) (15,474) (0.43) - - Outstanding at December 31, 2018 and 2019 - - - - - - Exercisable as of December 31, 2017 10,606 1,424 12,030 0.28 0.39 5,293 Exercisable as of December 31, 2018 and 2019 - - - - - - |
Schedule of restricted shares | Number of restricted Weighted-Average shares Grant-Date Fair Value US$ Outstanding as of January 1, 2018 - - Granted 24,407,184 1.595 Vested (12,917,926) 1.595 Outstanding as of December 31, 2018 11,489,258 1.595 Granted 11,527,950 1.440 Forfeit (733,764) 1.593 Vested (13,070,570) 1.623 Outstanding as of December 31, 2019 9,212,874 1.364 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Net Loss Per Share | |
Schedule of computation of basic and diluted net loss per share | 2017 2018 2019 Numerator : Net loss from continuing operations (75,694) (75,088) (251,299) Net loss from discontinued operations (14,977) (3,612) - Total net loss (90,671) (78,700) (251,299) Net loss from continuing operations (75,694) (75,088) (251,299) Less: Accretions to pre-IPO preferred shares redemption value (20,945) (35,066) - Net loss attributable to TuanChe Limited’s shareholders from continuing operations (96,639) (110,154) (251,299) Net loss attributable to TuanChe Limited’s shareholders from discontinued operations (14,977) (3,612) - Denominator: Weighted average number of ordinary shares outstanding, basic 94,870,580 121,938,427 294,922,074 Weighted average number of ordinary shares outstanding, diluted 94,870,580 121,938,427 294,922,074 Basic net loss per share attributable to TuanChe Limited’s shareholders from continuing operations (1.02) (0.90) (0.85) Diluted net loss per share attributable to TuanChe Limited’s shareholders from continuing operations (1.02) (0.90) (0.85) Basic net loss per share attributable to TuanChe Limited’s shareholders from discontinued operations (0.16) (0.03) - Diluted net loss per share attributable to TuanChe Limited’s shareholders from discontinued operations (0.16) (0.03) - |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Schedule of operating leases for minimum rentals | (i) Venue for auto shows Total operating lease commitments 2020 1,224 2021 128 Total 1,352 (ii) Office space Total operating lease commitments 2020 10,031 2021 5,658 2022 1,534 2023 499 2024 291 Total 18,013 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information | |
Schedule of key revenues streams of auto shows segment | December 31, 2017 December 31, 2018 December 31, 2019 RMB RMB RMB Offline Marketing Services: Auto shows 263,927 644,252 603,407 Special promotion events - - 19,772 Group-purchase facilitation 16,739 - - Virtual dealership, online marketing services and others - 6,761 21,594 Total 280,666 651,013 644,773 |
Additional Information - Cond_2
Additional Information - Condensed Financial Statements of the Parent Company (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Additional Information - Condensed Financial Statements of the Parent Company | |
Schedule of condensed statements of operations and comprehensive loss | Condensed statements of operations and comprehensive loss: For the year ended December 31, 2017 2018 2019 RMB RMB RMB US$ Operating expenses: Selling and marketing expenses - (1,511) (256) (37) General and administrative expenses (1,600) (12,936) (19,801) (2,844) Research and development expenses - (84) (422) (61) Total operating expenses (1,600) (14,531) (20,479) (2,942) Interest (expenses)/income, net (657) (1,470) 6,142 883 Change in fair value of warrant (1,390) (3,843) - - Equity in loss of subsidiaries, VIEs and subsidiaries of VIEs (87,023) (58,864) (235,804) (33,871) Others, net (1) 8 (499) (72) Net loss attributable to ordinary shareholders (90,671) (78,700) (250,640) (36,002) Accretions to preferred shares redemption value (20,945) (35,066) - - Net loss (111,616) (113,766) (250,640) (36,002) Other comprehensive (loss)/income: Foreign currency translation adjustments, net of nil tax (1,367) 3,401 9,771 1,404 Total comprehensive loss (112,983) (110,365) (240,869) (34,598) |
Schedule of condensed balance sheets | Condensed balance sheets: As of December 31 2018 2019 RMB RMB US$ ASSETS Current assets: Cash and cash equivalents 458,936 102,002 14,652 Time deposits - 69,762 10,021 Prepayment and other current assets - 104,572 15,021 Receivables due from subsidiaries, VIEs and subsidiaries of VIEs 108,066 110,348 15,850 Total current assets 567,002 386,684 55,544 Non-current assets: Investments in subsidiaries, VIEs and subsidiaries of VIEs 39,157 46,087 6,620 Other non-current assets 644 - - Total non-current assets 39,801 46,087 6,620 TOTAL ASSETS 606,803 432,771 62,164 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Other taxs payable - 6,654 956 Other current liabilities - 325 47 Payables due to subsidiaries, VIEs and subsidiaries of VIEs 4,813 - - Total current liabilities 4,813 6,979 1,003 Non-current liabilities: Other non-current liabilities - 2,158 309 Total non-current liabilities - 2,158 309 TOTAL LIABILITIES 4,813 9,137 1,312 SHAREHOLDERS’ EQUITY Class A ordinary shares 166 173 25 Class B ordinary shares 35 35 5 Treasury stock - (47,888) (6,879) Additional paid-in capital 1,077,183 1,187,577 170,585 Accumulated deficit (468,026) (718,666) (103,229) Accumulated other comprehensive (loss)/income (7,368) 2,403 345 TOTAL SHAREHOLDERS' EQUITY 601,990 423,634 60,852 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 606,803 432,771 62,164 |
Schedule of condensed statements of cash flows | Condensed statements of cash flows: For the year ended December 31, 2017 2018 2019 RMB RMB RMB US$ Net cash used in operating activities (6,466) (9,640) (3,086) (442) Cash flows from investing activities: Cash paid for investments in subsidiaries, VIEs and subsidiaries of VIEs (47,002) (201,744) (151,006) (21,691) Cash payment of time deposits - - (69,762) (10,021) Cash payment of bridge loan - - (99,148) (14,242) Net cash used in investing activities (47,002) (201,744) (319,916) (45,954) Cash flows from financing activities: Cash payments for repurchase of restricted shares from employees - - (26,228) (3,767) Cash payments for repurchase of shares - - (13,749) (1,975) Cash received from convertible loans 41,165 - - - Proceeds from issuance of Series C+ convertible redeemable preferred shares 59,091 - - - Payments of issuance cost for Series C+ convertible redeemable preferred shares (449) - - - Proceeds from issuance of Series (D-1) convertible redeemable preferred shares - 151,118 - - Payment of issuance cost for Series (D-1) convertible redeemable preferred shares - (307) - - Proceeds from issuance of Series (D-2) convertible redeemable preferred shares - 359,834 - - Payment of issuance cost for Series (D-2) convertible redeemable preferred shares - (1,267) - - Proceeds of initial public offering, net of issuance costs - 103,372 - - Cash received from the depositary bank - - 2,732 392 Net cash generated from/(used in) financing activities 99,807 612,750 (37,245) (5,350) Effect of exchange rate changes on cash, cash equivalents and restricted cash (981) 12,134 3,313 476 Net increase/(decrease) in cash, cash equivalents and restricted cash 45,358 413,500 (356,934) (51,270) Cash, cash equivalents and restricted cash at the beginning of year 78 45,436 458,936 65,922 Cash, cash equivalents and restricted cash at the end of year 45,436 458,936 102,002 14,652 |
Organization and Reorganizati_3
Organization and Reorganization - Major vie's and major subsidiaries (Details) | 12 Months Ended |
Dec. 31, 2019 | |
TuanChe Information Limited ("TuanChe Information") | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Year of incorporation | 2012 |
Principal activities | Investment holding |
Percentage of direct or indirect economic ownership | 100.00% |
TuanYuan Internet Technology (Beijing) Co., Ltd. ("TuanYuan") | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Year of incorporation | 2013 |
Principal activities | Technical support and consulting services, auto shows, special promotion events, virtual dealership, online marketing services |
Percentage of direct or indirect economic ownership | 100.00% |
Organization and Reorganizati_4
Organization and Reorganization - Major subsidiaries of vie's (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Major VIEs | Beijing Zhongrui Guochuang Automobile Sales & Service Co., Ltd. ("Zhongrui Guochuang") | |
Variable Interest Entity [Line Items] | |
Year of incorporation | 2016 |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Auto shows |
Major VIEs | TuanChe (Beijing) Automobile Sales Service Co., Ltd. ("TuanChe Automobile" | |
Variable Interest Entity [Line Items] | |
Year of incorporation | 2015 |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Vehicle sales facilitation |
Major VIEs | Beijing GuoHeng Chuangxin Automobile Sales & Service Co., Ltd. ("GuoHeng Chuangxin") | |
Variable Interest Entity [Line Items] | |
Year of incorporation | 2016 |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Vehicle sales facilitation |
Major VIEs | Tengzhou GuoChuang Automobile Sales & Service Co., Ltd. ("GuoChuang Automobile") | |
Variable Interest Entity [Line Items] | |
Year of incorporation | 2016 |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Vehicle sales facilitation |
Major VIEs | Tianjin Hengyuan Chuangxin Automobile Sales & Service Co., Ltd. ("Tianjin Hengyuan") | |
Variable Interest Entity [Line Items] | |
Year of incorporation | 2016 |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Vehicle sales facilitation |
TuanChe Internet Information Service (Beijing) Co., Ltd. ("TuanChe Internet") | |
Variable Interest Entity [Line Items] | |
Year of incorporation | 2012 |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Auto shows, special promotion events, online marketing services |
Best Cars Limited ("Best Cars") | |
Variable Interest Entity [Line Items] | |
Year of incorporation | 2018 |
Percentage of direct or indirect economic ownership | 100.00% |
Principal activities | Holding of ordinary shares for restricted share awards |
Organization and Reorganizati_5
Organization and Reorganization - Balance sheet of the group's vie's (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) |
Current assets: | ||||||
Cash and cash equivalents | $ 27,855 | ¥ 193,920 | $ 83,105 | ¥ 578,558 | ¥ 66,695 | ¥ 24,785 |
Prepayments and other current assets | 27,835 | 193,782 | 68,819 | |||
Total current assets | 76,329 | 531,384 | 699,632 | |||
Non-current assets: | ||||||
Property, equipment and software, net | 20,360 | 11,636 | ||||
Long-term investments | 1,131 | 7,874 | 4,390 | |||
Total non-current assets | 5,144 | 35,811 | 26,293 | |||
TOTAL ASSETS | 81,473 | 567,195 | 725,925 | |||
Current liabilities: | ||||||
Accounts payable | 837 | 5,825 | 6,996 | |||
Advance from customers | 690 | 4,805 | 14,704 | |||
Salary and welfare benefits payable | 9,771 | 68,025 | 48,835 | |||
Other taxes payable | 3,231 | 22,494 | 16,974 | |||
Other current liabilities | 5,877 | 40,913 | 36,426 | |||
Total current liabilities | 20,406 | 142,062 | 123,935 | |||
TOTAL LIABILITIES | $ 20,716 | 144,220 | 123,935 | |||
Major VIEs | ||||||
Current assets: | ||||||
Cash and cash equivalents | 13,136 | 25,166 | ||||
Accounts receivable, net | 6,834 | 27,160 | ||||
Prepayments and other current assets | 17,092 | 16,692 | ||||
Amount due from the subsidiaries of the Group | 11,197 | 4,973 | ||||
Total current assets | 48,259 | 73,991 | ||||
Non-current assets: | ||||||
Property, equipment and software, net | 313 | 522 | ||||
Long-term investments | 7,874 | 4,390 | ||||
Total non-current assets | 8,187 | 4,912 | ||||
TOTAL ASSETS | 56,446 | 78,903 | ||||
Current liabilities: | ||||||
Accounts payable | 3,624 | 1,871 | ||||
Advance from customers | 2,677 | 13,922 | ||||
Salary and welfare benefits payable | 29,970 | 30,535 | ||||
Other taxes payable | 12,412 | 12,651 | ||||
Other current liabilities | 800 | 5,306 | ||||
Amount due to the subsidiaries of the Group | 183,674 | 233,295 | ||||
Total current liabilities | 233,157 | 297,580 | ||||
TOTAL LIABILITIES | ¥ 233,157 | ¥ 297,580 |
Organization and Reorganizati_6
Organization and Reorganization - Comprehensive loss of the group's vie (Details) ¥ in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Sep. 30, 2018CNY (¥) | Jun. 30, 2018CNY (¥) | Mar. 31, 2018CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Variable Interest Entity [Line Items] | |||||||||
Net revenue | ¥ 65,000 | ¥ 200,000 | ¥ 150,000 | ¥ 120,000 | ¥ 65,000 | $ 92,616 | ¥ 644,773 | ¥ 651,013 | ¥ 280,666 |
Net (loss)/profit from continuing operations | (36,097) | (251,299) | (75,088) | (75,694) | |||||
Net (loss)/profit from discontinued operations | $ 0 | 0 | (3,612) | (14,977) | |||||
Major VIEs | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Net revenue | 144,115 | 329,788 | 280,081 | ||||||
Net (loss)/profit from continuing operations | 7,450 | (34,674) | (66,300) | ||||||
Net (loss)/profit from discontinued operations | (3,612) | (14,977) | |||||||
Net (loss)/profit | ¥ 7,450 | ¥ (38,286) | ¥ (81,277) |
Organization and Reorganizati_7
Organization and Reorganization - Cash flow of the group's vie (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Variable Interest Entity [Line Items] | ||||
Net cash (used in)/generated from operating activities | $ (23,241) | ¥ (161,806) | ¥ (53,338) | ¥ (59,662) |
Net cash used in investing activities | (26,940) | (187,548) | (20,746) | (4,272) |
Net cash generated from/(used in) financing activities | $ (5,350) | (37,245) | 562,126 | 117,954 |
Major VIEs | ||||
Variable Interest Entity [Line Items] | ||||
Net cash (used in)/generated from operating activities | (6,612) | 24,144 | (10,540) | |
Net cash used in investing activities | (5,418) | (50) | ||
Net cash generated from/(used in) financing activities | (31,138) | 18,148 | ||
Net increase/(decrease) in cash and cash equivalent | ¥ (12,030) | ¥ (7,044) | ¥ 7,608 |
Organization and Reorganizati_8
Organization and Reorganization - Additional information (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Nov. 20, 2018USD ($)$ / sharesshares | Nov. 20, 2018CNY (¥)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019CNY (¥)shares | Dec. 31, 2018CNY (¥)shares | Dec. 31, 2017CNY (¥) | Dec. 31, 2019CNY (¥) |
Subsidiary, Sale of Stock [Line Items] | |||||||
Offering 2,600,000 American Depositary Shares ("ADSs") issued and sold | 80,000 | 80,000 | |||||
Proceeds of initial public offering, net of issuance costs | ¥ | ¥ 103,372 | ||||||
Threshold limit for value of asset under the agreement | ¥ | ¥ 100,000 | ||||||
Variable interest entity registered capital | ¥ | 10,000 | ¥ 10,000 | |||||
Net loss | $ (36,097) | (251,299) | (78,700) | ¥ (90,671) | |||
Net cash used in operating activities | (23,241) | ¥ (161,806) | (53,338) | ¥ (59,662) | |||
Accumulated deficit | $ 103,229 | ¥ 468,026 | ¥ 718,666 | ||||
Class A ordinary shares | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of initial public offering | 2,600,000 | 2,600,000 | |||||
Offering 2,600,000 American Depositary Shares ("ADSs") issued and sold | 10,400,000 | 10,400,000 | |||||
Share price per ADS | $ / shares | $ 7.80 | ||||||
Proceeds of initial public offering, net of issuance costs | $ 15,000 | ¥ 103,400 | |||||
Best Cars Limited ("Best Cars") | Class A ordinary shares | |||||||
Subsidiary, Sale of Stock [Line Items] | |||||||
Number of ordinary shares held | 38,723,321 | 38,723,321 | 38,723,321 |
Significant Accounting Polici_4
Significant Accounting Policies - Property, equipment and software, net (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Furniture and electronic equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 3 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 10 years |
Software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Leasehold improvement | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | Shorter of expected lives of leasehold improvements and lease term |
Significant Accounting Polici_5
Significant Accounting Policies - Treasury stock (Details ) $ / shares in Units, ¥ in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019CNY (¥)shares | Jun. 17, 2019USD ($) | |
Class of Stock [Line Items] | |||
Treasury stock, shares, acquired | shares | 1,710,952 | 1,710,952 | |
Cost of repurchase | ¥ | ¥ 15.1 | ||
Price per share | $ / shares | $ 1.16 | ||
ADS | |||
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ | $ 20 | ||
Treasury stock, shares, acquired | shares | 427,738 | 427,738 | |
Cost of repurchase | $ | $ 2 | ||
Price per share | $ / shares | $ 4.65 |
Significant Accounting Polici_6
Significant Accounting Policies - Concentrations and Risks (Details ) | 12 Months Ended | ||
Dec. 31, 2019item | Dec. 31, 2018itemcustomer | Dec. 31, 2017item | |
Total number of online advertising and promotional service providers | 25 | 32 | 21 |
Number of online service providers that accounted for 10% or more of the Group's online advertising and promotional service | 2 | 2 | 2 |
Total percentage of the Group's online advertising and promotional service expenses that were paid to these service providers who accounted for 10% or more of the Group's online advertising and promotional service expenses. | 55.00% | 43.00% | 50.00% |
Customer A [Member] | |||
Concentration risk (as a percent) | 5.00% | 22.00% | |
Credit Concentration Risk [Member] | Accounts Receivable [Member] | |||
Number of customers accounted for more than 10% | 0 | 1 | |
Credit Concentration Risk [Member] | Accounts Receivable [Member] | Customer A [Member] | |||
Concentration risk (as a percent) | 10.00% | 10.00% | 10.00% |
Significant Accounting Polici_7
Significant Accounting Policies - Additional information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2016CNY (¥) | |
Related Party Transaction [Line Items] | ||||||||
Exchange rate (US$1.00) | 6.9618 | 6.9618 | ||||||
Cash at bank and demand deposits | $ 15,600 | ¥ 109,100 | $ 73,500 | ¥ 504,200 | ||||
Cash and cash equivalents | ¥ 66,695 | 27,855 | 193,920 | $ 83,105 | 578,558 | ¥ 24,785 | ||
Restricted cash | 220 | 1,529 | 0 | |||||
Restricted Cash | 1,500 | 0 | ||||||
Depreciation methods | straight-line method | |||||||
Advertising and promotional expenses | ¥ 291,200 | ¥ 238,000 | 134,200 | |||||
Rental costs for auto show venues | 31,000 | 77,000 | 67,000 | |||||
Rental expenses for office space | 8,700 | 6,600 | 6,600 | |||||
Employee benefits | ¥ 39,152 | ¥ 24,610 | ¥ 10,844 | |||||
Total non-current assets | $ 1,088 | 7,577 | 10,267 | |||||
Other non-current assets | ||||||||
Related Party Transaction [Line Items] | ||||||||
Upfront issuance costs | 0 | 700 | ||||||
PRC subsidiaries, VIEs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash and cash equivalents | ¥ 91,900 | ¥ 74,400 | ||||||
Percentage of cash and cash equivalents held y subsidiaries | 47.40% | 12.90% |
Discontinued operations - Resul
Discontinued operations - Results of discontinued operations (Details) - CNY (¥) ¥ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Results of discontinued operations: | ||
Net revenues | ¥ 4,807 | ¥ 17,768 |
Cost of revenues | (280) | (627) |
Gross profit | 4,527 | 17,141 |
Operating expenses : | ||
Selling and marketing expenses | (6,800) | (30,065) |
General and administrative expenses | (1,368) | (1,077) |
Total operating expense | (8,168) | (31,142) |
Loss from operations | (3,641) | (14,001) |
Other expenses: | ||
Interest expenses, net | (676) | (924) |
Gain from disposal of discontinued operations | 771 | 0 |
Others, net | (66) | (52) |
Loss from discontinued operations before income taxes | (3,612) | (14,977) |
Income tax expense | 0 | 0 |
Net loss from discontinued operations | ¥ (3,612) | ¥ (14,977) |
Discontinued operations - Cash
Discontinued operations - Cash flows of the discontinued operations (Details) - CNY (¥) ¥ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2018 | Dec. 31, 2017 | |
Cash flows used in discontinued operations | ||
Net cash used in operating activities | ¥ (2,817) | ¥ (27,875) |
Net cash used in investing activities | 0 | (10) |
Net cash generated from/(used in) financing activities | (2,513) | 17,904 |
Net decrease in cash and cash equivalents | ¥ (5,330) | ¥ (9,981) |
Discontinued operations - Addit
Discontinued operations - Additional information (Details) ¥ in Millions | 1 Months Ended |
Jun. 30, 2018CNY (¥) | |
Discontinued operations | |
Disposal of the discontinued business resulting a gain of disposal | ¥ 0.8 |
Accounts receivable, net - Acco
Accounts receivable, net - Accounts receivable, net (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Accounts receivable, net | |||
Notes receivable: | ¥ 12,209 | ¥ 3,625 | |
Accounts receivable, gross: | 74,357 | 49,121 | |
Less: allowance for doubtful accounts | (14,175) | (491) | |
Accounts receivable, net | $ 10,398 | ¥ 72,391 | ¥ 52,255 |
Accounts receivable, net - Move
Accounts receivable, net - Movements of the allowance for doubtful accounts (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at the beginning of the period | ¥ 491 | ¥ 418 | ¥ 0 |
Additions charged to bad debt expense | 13,684 | 491 | 418 |
Write-off of bad debt allowance | 0 | (418) | 0 |
Balance at the end of the period | ¥ 14,175 | ¥ 491 | ¥ 418 |
Prepayment and other current _3
Prepayment and other current assets (Details) $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | |
Receivables due from dealerships | ¥ 0 | ¥ 10,661,000 | ||
Deductible VAT | 4,056,000 | 4,852,000 | ||
Deposits | 14,496,000 | 8,637,000 | ||
Prepaid rental expenses | 1,662,000 | 2,168,000 | ||
Receivables due from third-party online payment platforms | 4,755,000 | 469,000 | ||
Staff advances | 4,131,000 | 695,000 | ||
Prepaid promotion expenses | 54,382,000 | 36,538,000 | ||
Prepaid service fees | 4,591,000 | 2,574,000 | ||
Prepaid insurance fees | 3,648,000 | |||
Bridge loan receivable | [1] | 100,611,000 | ||
Others | 1,450,000 | 2,225,000 | ||
Total | $ 27,835 | 193,782,000 | ¥ 68,819,000 | |
Longye | ||||
Prepayment for Acquisition | 200,000,000 | |||
Bridge loan payable | ¥ 100,000,000 | |||
[1] | On May, 2019, the Company (the “Purchaser”) entered into a share purchase agreement (the “Agreement”) with, among other parties, Longye International Limited (the “Seller”), a company incorporated in the Cayman Islands, to acquire its entire entity interest for a total consideration of U.S.-dollar equivalent of RMB200,000,000 in the form of cash and the Company’s securities in aggregate. According to the Agreement, the Purchaser shall pay RMB100,000,000 equivalent in USD as a bridge loan to the Seller. Subject to the customary closing conditions, the Company will credit this bridge loan to the cash portion of the purchase price. |
Property, equipment and softw_3
Property, equipment and software, net - Summary of property, equipment and software, net (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | ¥ 27,645 | ¥ 15,580 |
Less: accumulated depreciation - Furniture, electronic equipment and vehicles | (3,502) | (3,283) |
accumulated amortization - Software | (3,435) | (661) |
accumulated amortization - Leasehold improvement | (348) | |
Property, equipment and software, net | 20,360 | 11,636 |
Furniture and electronic equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | 5,398 | 4,304 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | 425 | 426 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | 18,948 | 10,850 |
Leasehold improvement | ||
Property, Plant and Equipment [Line Items] | ||
Total property, equipment and software | ¥ 2,874 | ¥ 0 |
Property, equipment and softw_4
Property, equipment and software, net - Additional information (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expenses of property, equipment and software | $ 500 | ¥ 3,483 | ¥ 1,060 | ¥ 965 |
Estimated amortization expenses for 2020 | 5,500 | |||
Estimated amortization expenses for 2021 | 5,300 | |||
Estimated amortization expenses for 2022 | 4,500 | |||
Estimated amortization expenses for 2023 | 3,400 | |||
Estimated amortization expenses for 2024 | 1,000 | |||
Leasehold improvement | ||||
Property, Plant and Equipment [Line Items] | ||||
Amortization expenses | ¥ 300 | ¥ 0 | ¥ 0 |
Long- term investments (Details
Long- term investments (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Sep. 03, 2018CNY (¥) | |
Long Term Investment [Line Items] | |||||
Carrying value of cost method | ¥ 5,700 | ||||
Impairment of provision | $ 144 | 1,000 | ¥ 0 | ¥ 0 | |
Shanghai Three Drivers Culture Media Co Limited [Member] | |||||
Long Term Investment [Line Items] | |||||
Investment in cash | ¥ 4,000 | ||||
Percentage of equity interest | 40.00% | ||||
Carrying value of equity investment | ¥ 2,200 |
Taxation - Reconciliation of di
Taxation - Reconciliation of differences between statutory income tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Taxation | |||
Statutory income tax rate of the PRC | 25.00% | 25.00% | 25.00% |
Permanent differences | (10.00%) | (10.40%) | (11.50%) |
Change in valuation allowance | (15.00%) | (14.60%) | (13.50%) |
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Taxation - Company's net operat
Taxation - Company's net operating tax loss carry forwards (Details) ¥ in Thousands | Dec. 31, 2019CNY (¥) |
Operating Loss Carryforwards [Line Items] | |
Net operating tax loss carry forwards | ¥ 159,344 |
Loss expiring in 2020 | |
Operating Loss Carryforwards [Line Items] | |
Net operating tax loss carry forwards | 34,177 |
Loss expiring in 2021 | |
Operating Loss Carryforwards [Line Items] | |
Net operating tax loss carry forwards | 15,037 |
Loss expiring in 2022 | |
Operating Loss Carryforwards [Line Items] | |
Net operating tax loss carry forwards | 19,771 |
Loss Expiring In 2023 | |
Operating Loss Carryforwards [Line Items] | |
Net operating tax loss carry forwards | 61,016 |
Loss Expiring In 2024 | |
Operating Loss Carryforwards [Line Items] | |
Net operating tax loss carry forwards | ¥ 29,343 |
Taxation - Deferred tax assets
Taxation - Deferred tax assets and liabilities (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets : | ||||
Advertising expense in excess of deduction limit | ¥ 43,262 | ¥ 25,473 | ||
Accrued expense and other payables | 6,615 | 5,303 | ||
Net operating tax loss carry forwards | 39,836 | 31,938 | ||
Total deferred tax assets | 89,713 | 62,714 | ||
Less: valuation allowance | (89,713) | (62,714) | ¥ (48,555) | ¥ (39,613) |
Net deferred tax assets | ¥ 0 | ¥ 0 |
Taxation - Movement of the aggr
Taxation - Movement of the aggregate valuation allowances for deferred tax assets (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred Tax Asset Valuation Allowance [Roll Forward] | |||
Balance at January 1 | ¥ (62,714) | ¥ (48,555) | ¥ (39,613) |
Addition | (26,999) | (14,159) | (8,942) |
Balance at December 31 | ¥ (89,713) | ¥ (62,714) | ¥ (48,555) |
Taxation - Additional informati
Taxation - Additional information (Details) - HKD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Expense [Line Items] | |||
Effective income tax rate | 0.00% | 0.00% | 0.00% |
Value added tax percentage | 6.00% | ||
Percentage withholding income tax dividends distributed by foreign-invested entity ("FIE") | 10.00% | ||
Withholding tax rate lowered if foreign investor owns shares of FIE | 5.00% | ||
Percentage share of FIE own directly by foreign investor | 25.00% | ||
China | State Administration of Taxation, China | |||
Income Tax Expense [Line Items] | |||
Effective income tax rate | 25.00% | ||
Hong Kong | Inland Revenue, Hong Kong | |||
Income Tax Expense [Line Items] | |||
Assessable profits | $ 2 | ||
First HK$2 million of profits, tax rate | 8.25% | ||
Effective income tax rate | 16.50% |
Other taxes payable (Details)
Other taxes payable (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Other taxes payable | |||
Withholding individual income taxes for employees | ¥ 9,727 | ¥ 4,268 | |
VAT payables | 12,105 | 11,728 | |
Others | 662 | 978 | |
Total | $ 3,231 | ¥ 22,494 | ¥ 16,974 |
Short-term and long-term borr_3
Short-term and long-term borrowings - Short-term borrowings (Details) - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
7.25% SPD Silicon Valley Bank loan Term loan I due on 30 March 2018 | ||
Short-term Debt [Line Items] | ||
Principal Amount | ¥ 9,944 | ¥ 9,944 |
Interest rate per annum | 7.25% | 7.25% |
7.50% SPD Silicon Valley Bank loan Revolving loan II due on December 31, 2018 and June 28, 2019 | ||
Short-term Debt [Line Items] | ||
Principal Amount | ¥ 9,945 | ¥ 9,945 |
Interest rate per annum | 7.50% | 7.50% |
4.35% SPD Silicon Valley Bank loan Secured loan III due on December 28, 2018 | ||
Short-term Debt [Line Items] | ||
Principal Amount | ¥ 10,000 | ¥ 10,000 |
Interest rate per annum | 4.35% | 4.35% |
Short-term and long-term borr_4
Short-term and long-term borrowings - Long-term borrowings (Details) - 7.50% SPD Silicon Valley Bank loan Revolving loan II due on June 28, 2019 - CNY (¥) ¥ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal Amount | ¥ 9,945 | ¥ 9,945 |
Interest rate per annum | 7.50% | 7.50% |
Short-term and long-term borr_5
Short-term and long-term borrowings - Additional information (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Sep. 29, 2018shares | Mar. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Sep. 30, 2018CNY (¥) | Jun. 30, 2018CNY (¥) | Mar. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Sep. 30, 2017CNY (¥) | Jun. 30, 2017CNY (¥) | Mar. 31, 2017CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2017$ / shares | Dec. 31, 2017CNY (¥)shares | Sep. 12, 2017CNY (¥) | Aug. 07, 2017CNY (¥) | Jul. 31, 2017CNY (¥) | Jul. 21, 2017CNY (¥) | Apr. 01, 2017CNY (¥) |
Short-term Debt [Line Items] | ||||||||||||||||||||||
Maximum borrowing capacity | ¥ 20,000 | |||||||||||||||||||||
Minimum new equity financing investment round | ¥ 50,000 | |||||||||||||||||||||
Expected minimum quarterly gross profit | ¥ 25,000 | ¥ 35,000 | ¥ 32,000 | ¥ 28,000 | ¥ 20,000 | |||||||||||||||||
Net revenue | ¥ 65,000 | ¥ 200,000 | ¥ 150,000 | ¥ 120,000 | ¥ 65,000 | $ 92,616 | ¥ 644,773 | ¥ 651,013 | ¥ 280,666 | |||||||||||||
Restricted cash | 0 | $ 220 | 0 | 1,529 | ||||||||||||||||||
Term loan facility | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Maximum borrowing capacity | 10,000 | |||||||||||||||||||||
Revolving loan credit facility | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Maximum borrowing capacity | 10,000 | |||||||||||||||||||||
Series C-2 convertible redeemable preferred shares | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Issuance of preferred shares | shares | 483,702 | |||||||||||||||||||||
7.25% SPD Silicon Valley Bank loan Term loan I due on 30 March 2018 | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | ¥ 9,944 | ¥ 9,944 | ¥ 9,944 | |||||||||||||||||||
7.25% SPD Silicon Valley Bank loan Term loan I due on 30 March 2018 | Term loan facility | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Maximum borrowing capacity | ¥ 1,900 | ¥ 8,000 | ||||||||||||||||||||
7.5% SPD Silicon Valley Bank loan Revolving loan II due on 31 December 2018 | Revolving loan credit facility | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Maximum borrowing capacity | ¥ 2,500 | ¥ 5,900 | ¥ 1,600 | |||||||||||||||||||
4.35% SPD Silicon Valley Bank loan Secured loan III due on 28 December 2018 | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Outstanding balance of secured debt | ¥ 11,100 | |||||||||||||||||||||
4.35% SPD Silicon Valley Bank loan Secured loan III due on 28 December 2018 | China Equities Hong Kong Limited ("China Equities") | ||||||||||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||||||||||
Amount of cash consideration a warrant granted | ¥ 621 | |||||||||||||||||||||
Number of granted warrant | shares | 670,814 | |||||||||||||||||||||
Exercise price of warrant | $ / shares | $ 0.64829 | |||||||||||||||||||||
Term of warrant | 5 years |
Other current liabilities (Deta
Other current liabilities (Details) ¥ in Thousands, $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) |
Other current liabilities | |||
Professional service fee | ¥ 5,741 | ¥ 10,238 | |
Online promotional expense payables | 28,595 | 9,554 | |
Software purchases payables | 0 | 2,760 | |
Tickets printing&delivery payables | 1,271 | 2,450 | |
Advertising expenses | 1,798 | 8,611 | |
Others | 3,508 | 2,813 | |
Total | $ 5,877 | ¥ 40,913 | ¥ 36,426 |
Preferred shares (Details)
Preferred shares (Details) | Sep. 29, 2018shares |
Series C-2 convertible redeemable preferred shares | |
Increase (Decrease) in Temporary Equity [Roll Forward] | |
Issuance of pre-IPO preferred shares (in shares) | 483,702 |
Preferred shares - Additional i
Preferred shares - Additional information (Details) ¥ in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)shares | Jun. 30, 2017USD ($)shares | Jun. 30, 2017CNY (¥)shares | Aug. 31, 2014USD ($)shares | Sep. 30, 2013USD ($)shares | Mar. 31, 2013USD ($)shares | Jun. 30, 2012CNY (¥)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018CNY (¥) | |
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 80,000 | |||||||||
Principal amount of convertible loans | ¥ | ¥ 930,436 | |||||||||
Group of investors | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Proceeds from share issued | $ | $ 125,100 | |||||||||
Series A financing | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Proceeds from share issued | $ | $ 700,000 | |||||||||
Series A financing | China Best | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Proceeds from share issued | ¥ | ¥ 1,260,000 | |||||||||
Shares Issued | 5,660,000 | |||||||||
Series A financing | K2 Evergreen Partner L.P. | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 2,828,393 | |||||||||
Series A financing | K2 Partners II L.P. | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 16,970,357 | |||||||||
Series B financing | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Proceeds from share issued | $ | $ 5,564,856 | |||||||||
Series B financing | Series B-1 preferred shares | K2 Evergreen Partner L.P. | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 4,142,781 | |||||||||
Series B financing | Series B-1 preferred shares | K2 Partners II L.P. | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 8,285,562 | |||||||||
Series B financing | Series B-2 preferred shares | K2 Partners II L.P. | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 4,548,443 | |||||||||
Series B financing | Series B-2 preferred shares | BAI Gmbh | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 18,193,772 | |||||||||
Series C financing | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Proceeds from share issued | $ | $ 23,658,593 | |||||||||
Series C financing | Series C-1 preferred shares | BAI Gmbh | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 3,427,812 | |||||||||
Series C financing | Series C-2 preferred shares | BAI Gmbh | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 5,643,437 | |||||||||
Series C financing | Series C-2 preferred shares | Highland Capital Partners 9 Limited Partnership | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 18,290,377 | |||||||||
Series C financing | Series C-2 preferred shares | Highland Capital Partners 9-B Limited Partnership | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 7,878,398 | |||||||||
Series C financing | Series C-2 preferred shares | Highland Entrepreneurs? Fund 9 Limited Partnership | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 1,596,503 | |||||||||
Series C+ financing | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Proceeds from share issued | $ | $ 8,682,770 | |||||||||
Series C+ financing | K2 Partners II L.P. | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 2,175,611 | 2,175,611 | ||||||||
Series C+ financing | K2 Family Partners Limited | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 725,204 | 725,204 | ||||||||
Series C+ financing | BAI Gmbh | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 1,450,408 | 1,450,408 | ||||||||
Series C+ financing | Highland Capital Partners 9 Limited Partnership | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 1,910,912 | 1,910,912 | ||||||||
Series C+ financing | Highland Capital Partners 9-B Limited Partnership | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 823,106 | 823,106 | ||||||||
Series C+ financing | Highland Entrepreneurs? Fund 9 Limited Partnership | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 166,797 | 166,797 | ||||||||
Series C+ financing | AlphaX Partners Fund I, L.P. | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 5,341,517 | 5,341,517 | ||||||||
Series C+ financing | Puhua | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Principal amount of convertible loans | ¥ | ¥ 30,000 | |||||||||
Number of shares issued for conversion of convertible loan | 6,261,743 | 6,261,743 | ||||||||
Series C-4 financing | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Principal amount of convertible loans | $ | $ 6,300 | |||||||||
Number of shares issued for conversion of convertible loan | 7,569,628 | |||||||||
Series D-1 financing | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Proceeds from share issued | $ | $ 23,350,000 | |||||||||
Series D-1 financing | ACEE Capital Ltd. | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 3,592,664 | |||||||||
Series D-1 financing | Honour Depot Limited | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Shares Issued | 6,453,887 | |||||||||
Series D-2 financing | Beijing Z-Park Fund | ||||||||||
Temporary Equity [Line Items] | ||||||||||
Proceeds from share issued | $ | $ 50,000 | |||||||||
Shares Issued | 20,630,925 |
Employee Benefits (Details)
Employee Benefits (Details) - CNY (¥) ¥ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Benefits | |||
Medical and welfare defined contribution plan | ¥ 38,183 | ¥ 21,869 | ¥ 8,504 |
Other employee benefits | 969 | 2,741 | 2,340 |
Total | ¥ 39,152 | ¥ 24,610 | ¥ 10,844 |
Share-based Compensation - Valu
Share-based Compensation - Valuation assumptions (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 57.30% | |
Weighted average volatility | 57.30% | 58.44% |
Expected dividends | 0.00% | 0.00% |
Risk-free rate | 3.10% | |
Contractual term (in years) | 10 years | 10 years |
Enterprise value | $ 0.65 | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 57.90% | |
Risk-free rate | 2.60% | |
Enterprise value | $ 0.32 | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 59.70% | |
Risk-free rate | 3.18% | |
Enterprise value | $ 0.65 |
Share-based Compensation - Shar
Share-based Compensation - Share options activities (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands | Dec. 31, 2016CNY (¥)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2017CNY (¥)shares |
Share options activities outstanding | ||||
Outstanding Balance | 18,712 | 20,529 | ||
Granted | 205 | 60 | ||
Exercised | 0 | 0 | ||
Forfeited | (3,443) | (1,877) | ||
Replaced by restricted shares | (15,474) | |||
Outstanding Balance | 20,529 | 18,712 | ||
Exercisable | 0 | 12,030 | ||
Weighted average exercise price | ||||
Outstanding Balance | $ / shares | $ 0.37 | $ 0.43 | ||
Granted | $ / shares | 1 | 0.42 | ||
Forfeited | $ / shares | 0.12 | 0.94 | ||
Replaced by restricted shares | $ / shares | $ (0.43) | |||
Outstanding Balance | $ / shares | $ 0.43 | 0.37 | ||
Exercisable | $ / shares | $ 0.28 | |||
Remaining contractual life, Outstanding | 1 year 4 months 21 days | 8 months 19 days | ||
Remaining contractual life, Exercisable | 4 months 21 days | |||
Aggregated intrinsic value, Outstanding | ¥ | $ 9,975 | ¥ 8,951 | ||
Aggregated intrinsic value, Exercisable | $ 0 | ¥ 5,293 | ||
Employees | ||||
Share options activities outstanding | ||||
Outstanding Balance | 17,075 | 18,892 | ||
Granted | 205 | 60 | ||
Exercised | 0 | 0 | ||
Forfeited | (3,443) | (1,877) | ||
Replaced by restricted shares | (13,837) | |||
Outstanding Balance | 18,892 | 17,075 | ||
Exercisable | 0 | 10,606 | ||
Consultants | ||||
Share options activities outstanding | ||||
Outstanding Balance | 1,637 | 1,637 | ||
Granted | 0 | 0 | ||
Exercised | 0 | 0 | ||
Forfeited | 0 | 0 | ||
Replaced by restricted shares | (1,637) | |||
Outstanding Balance | 1,637 | 1,637 | ||
Exercisable | 0 | 1,424 |
Share-based Compensation - Summ
Share-based Compensation - Summary of the restricted shares activities (Details) - Restricted shares - TuanChe Limited Share Incentive Plan (the "Plan") - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of restricted shares | ||
Outstanding Balance | 11,489,258 | 0 |
Granted | 11,527,950 | 24,407,184 |
Forfeit | (733,764) | |
Vested | (13,070,570) | (12,917,926) |
Outstanding Balance | 9,212,874 | 11,489,258 |
Weighted-Average Grant-Date Fair Value | ||
Outstanding Balance | $ 1.595 | $ 0 |
Granted | 1.440 | 1.595 |
Forfeit | 1.593 | |
Vested | 1.623 | 1.595 |
Outstanding Balance | $ 1.364 | $ 1.595 |
Share-based Compensation - Stoc
Share-based Compensation - Stock option plan - (Details) - CNY (¥) ¥ / shares in Units, ¥ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Share-based Compensation. | |||
Unrecognized compensation expenses related to unvested awards granted | ¥ 77 | ¥ 79.5 | |
Weighted average grant date fair value of options granted | ¥ 1.8692 | ¥ 0.4851 |
Share-based Compensation - Sh_2
Share-based Compensation - Share option replacement - (Details) - CNY (¥) ¥ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Jun. 15, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issued | 80,000 | |||
Unrecognized compensation expenses related to unvested awards granted | ¥ 79.5 | ¥ 77 | ||
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 | |||
Incremental value recognized as expenses for vested share options | ¥ 10.7 | |||
Incremental value recognized as expenses for unvested share options | ¥ 3.7 | |||
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 | |||
Restricted shares | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share based compensation expense | ¥ 110 | 71.2 | ||
Weighted average period | 2 years 6 months 15 days | |||
Restricted shares | TuanChe Limited Share Incentive Plan (the "Plan") | Employees | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of restricted shares granted | 11,527,950 | |||
Total fair value of restricted shares granted | ¥ 112.6 | 109 | ||
Restricted shares | TuanChe Limited Share Incentive Plan (the "Plan") | Employees | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | 0 years | ||
Restricted shares | TuanChe Limited Share Incentive Plan (the "Plan") | Employees | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | 4 years | ||
Share options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total share based compensation expense | ¥ 0.6 |
Share-based Compensation - Addi
Share-based Compensation - Additional information (Details $ / shares in Units, ¥ in Thousands, $ in Millions | Jun. 17, 2019USD ($)$ / sharesshares | Nov. 20, 2018$ / sharesshares | Jun. 13, 2018CNY (¥) | Sep. 29, 2018USD ($)shares | Sep. 29, 2018CNY (¥)shares | Dec. 31, 2019shares | Dec. 31, 2018CNY (¥) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares issued | 80,000 | ||||||
Value of shares issued | ¥ | ¥ 103,372 | ||||||
Offering 2,600,000 American Depositary Shares ("ADSs") issued and sold | 80,000 | ||||||
Repurchase of restricted shares from employees (in shares) | 6,358,500 | ||||||
Repurchase of restricted shares from employees, Share price | $ / shares | $ 0.75 | ||||||
Repurchase of restricted shares from employees, Consideration | $ | $ 4.8 | ||||||
Class B ordinary shares | Mr. Wei Wen | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of common stock voting right | 15 | ||||||
Total share based compensation expense | ¥ | ¥ 4,700 | ||||||
Class A ordinary shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares issued | 10,400,000 | ||||||
Offering 2,600,000 American Depositary Shares ("ADSs") issued and sold | 10,400,000 | ||||||
Share price per ADS | $ / shares | $ 7.80 | ||||||
ADS | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares issued | 20,000 | ||||||
Offering 2,600,000 American Depositary Shares ("ADSs") issued and sold | 20,000 | ||||||
Repurchase of restricted shares from employees, Share price | $ / shares | $ 3 | ||||||
ACEE Capital Ltd. | Class A ordinary shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total share based compensation expense | ¥ | ¥ 1,700 | ||||||
Number of shares issued | 521,962 | 521,962 | |||||
Value of shares issued | $ | $ 1.1 | ||||||
Offering 2,600,000 American Depositary Shares ("ADSs") issued and sold | 521,962 | 521,962 |
Ordinary shares (Details)
Ordinary shares (Details) $ / shares in Units, ¥ in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019CNY (¥)shares | Jun. 17, 2019USD ($) | |
Treasury stock, shares, acquired | shares | 1,710,952 | 1,710,952 | |
Cost of repurchase | ¥ | ¥ 15.1 | ||
Price per share | $ / shares | $ 1.16 | ||
ADS | |||
Stock repurchase program, authorized amount | $ | $ 20 | ||
Treasury stock, shares, acquired | shares | 427,738 | 427,738 | |
Cost of repurchase | $ | $ 2 | ||
Price per share | $ / shares | $ 4.65 |
Ordinary shares - Additional in
Ordinary shares - Additional information (Details) $ / shares in Units, ¥ in Thousands, $ in Millions | Nov. 20, 2018USD ($)$ / sharesshares | Nov. 20, 2018CNY (¥)shares | Dec. 31, 2019shares | Dec. 31, 2018CNY (¥) |
Number of shares issued | 80,000 | |||
Proceeds from issuance of IPO,net of issuance cost | ¥ | ¥ 103,372 | |||
Class A ordinary shares | ||||
Number of initial public offering | 2,600,000 | 2,600,000 | ||
Number of shares issued | 10,400,000 | 10,400,000 | ||
Issuance Price per Share (US$) | $ / shares | $ 7.80 | |||
Proceeds from issuance of IPO,net of issuance cost | $ 15 | ¥ 103,400 | ||
ADS | ||||
Number of initial public offering | 2,600,000 | 2,600,000 | ||
Number of shares issued | 20,000 | |||
Pre-IPO China Best Redeemable and Series A to Series C | ||||
Conversion ratio to class A ordinary shares | 1 | |||
Series D1 and Series D2 Shares | ||||
Conversion ratio to class A ordinary shares | 1.47 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of basic and diluted net loss per share (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2019CNY (¥)¥ / sharesshares | Dec. 31, 2018CNY (¥)¥ / sharesshares | Dec. 31, 2017CNY (¥)¥ / sharesshares | |
Numerator : | ||||
Net loss from continuing operations | ¥ (251,299) | ¥ (75,088) | ¥ (75,694) | |
Net loss from discontinued operations | (3,612) | (14,977) | ||
Total net loss | $ (36,097) | (251,299) | (78,700) | (90,671) |
Net loss from continuing operations | (251,299) | (75,088) | (75,694) | |
Less: Accretions to pre-IPO preferred shares redemption value | $ 0 | 0 | (35,066) | (20,945) |
Net loss attributable to TuanChe Limited's shareholders from continuing operations | ¥ (251,299) | (110,154) | (96,639) | |
Net loss attributable to TuanChe Limited's shareholders from discontinued operations | ¥ (3,612) | ¥ (14,977) | ||
Denominator: | ||||
Weighted average number of ordinary shares outstanding, basic | shares | 294,922,074 | 294,922,074 | 121,938,427 | 94,870,580 |
Weighted average number of ordinary shares outstanding, diluted | shares | 294,922,074 | 294,922,074 | 121,938,427 | 94,870,580 |
Basic net loss per share attributable to TuanChe Limited's shareholders from continuing operations | (per share) | $ (0.12) | ¥ (0.85) | ¥ (0.90) | ¥ (1.02) |
Diluted net loss per share attributable to TuanChe Limited's shareholders from continuing operations | (per share) | (0.12) | (0.85) | (0.90) | (1.02) |
Basic net loss per share attributable to TuanChe Limited's shareholders from discontinued operations | (per share) | 0 | 0 | (0.03) | (0.16) |
Diluted net loss per share attributable to TuanChe Limited's shareholders from discontinued operations | (per share) | $ 0 | ¥ 0 | ¥ (0.03) | ¥ (0.16) |
Commitments and Contingencies_2
Commitments and Contingencies (Details) ¥ in Thousands | Dec. 31, 2019CNY (¥) |
Venue for auto shows | |
Operating Leased Assets [Line Items] | |
2020 | ¥ 1,224 |
2021 | 128 |
Total | 1,352 |
Office space | |
Operating Leased Assets [Line Items] | |
2020 | 10,031 |
2021 | 5,658 |
2022 | 1,534 |
2023 | 499 |
2024 | 291 |
Total | ¥ 18,013 |
Related party transactions (Det
Related party transactions (Details) - CNY (¥) ¥ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Mr. Wei Wen | ||
Related Party Transaction [Line Items] | ||
Receivables due from related parties | ¥ 1 | |
Mr. Xingyu Du | ||
Related Party Transaction [Line Items] | ||
Receivables due from related parties | ¥ 0.8 | ¥ 1 |
Subsequent events (Details)
Subsequent events (Details) ¥ in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2020CNY (¥) | Mar. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Sep. 30, 2018CNY (¥) | Jun. 30, 2018CNY (¥) | Mar. 31, 2018CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Subsequent Event [Line Items] | ||||||||||
Net revenue | ¥ 65,000 | ¥ 200,000 | ¥ 150,000 | ¥ 120,000 | ¥ 65,000 | $ 92,616 | ¥ 644,773 | ¥ 651,013 | ¥ 280,666 | |
Minimum | Subsequent events | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Net revenue | ¥ 9,000 | |||||||||
Percentage of revenue | 92.70% | |||||||||
Maximum | Subsequent events | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Net revenue | ¥ 10,000 | |||||||||
Percentage of revenue | 91.90% |
Subsequent events - Additional
Subsequent events - Additional information (Details) - Subsequent events - Longye - CNY (¥) ¥ in Millions | Jan. 01, 2022 | Jan. 01, 2021 | Jan. 13, 2020 |
Subsequent Event [Line Items] | |||
Consideration for acquisition | ¥ 200 | ||
Bridge Loan | ¥ 100 | ||
Percentage of consideration shares fully vested | 20.00% | ||
Percentage of consideration shares subject to contractual restrictions on transfer lifted | 50.00% | 30.00% | |
Percentage of equity interest acquired | 100.00% | ||
Class A ordinary shares | |||
Subsequent Event [Line Items] | |||
Shares issued for acquisition | 8,366,444 |
Segment Information (Details)
Segment Information (Details) ¥ in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Sep. 30, 2018CNY (¥) | Jun. 30, 2018CNY (¥) | Mar. 31, 2018CNY (¥) | Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Revenue, Major Customer [Line Items] | ||||||||||
Net revenue | ¥ 65,000 | ¥ 200,000 | ¥ 150,000 | ¥ 120,000 | ¥ 65,000 | $ 92,616 | ¥ 644,773 | ¥ 651,013 | ¥ 280,666 | |
Auto shows | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Net revenue | 86,674 | 603,407 | 644,252 | 263,927 | ||||||
Group-purchase facilitation | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Net revenue | 16,739 | |||||||||
Special promotion events | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Net revenue | 2,840 | 19,772 | ||||||||
Virtual dealership, online marketing services and others | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Net revenue | $ 3,102 | 21,594 | 6,761 | |||||||
Auto shows segment | Auto shows | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Net revenue | 603,407 | 644,252 | 263,927 | |||||||
Auto shows segment | Group-purchase facilitation | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Net revenue | 0 | 0 | 16,739 | |||||||
Auto shows segment | Special promotion events | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Net revenue | 19,772 | 0 | ¥ 0 | |||||||
Auto shows segment | Virtual dealership, online marketing services and others | ||||||||||
Revenue, Major Customer [Line Items] | ||||||||||
Net revenue | ¥ 21,594 | ¥ 6,761 | ¥ 0 |
Segment Information - Additiona
Segment Information - Additional information (Details) | 12 Months Ended |
Dec. 31, 2019segment | |
Segment Information | |
Number of operating segments | 2 |
Fair Value Measurement (Details
Fair Value Measurement (Details) | Sep. 29, 2018shares |
Series C-2 convertible redeemable preferred shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Issuance of preferred shares | 483,702 |
Restricted Net Assets (Details)
Restricted Net Assets (Details) - CNY (¥) ¥ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Net Assets | ||
Percentage of funds kept aside for payment of dividends | 10.00% | |
Net assets transfer restricted portion | ¥ 183 | ¥ 139.9 |
Additional Information - Cond_3
Additional Information - Condensed Financial Statements of the Parent Company - Condensed statements of operations and comprehensive loss (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Operating Expenses [Abstract] | ||||
Selling and marketing expenses | $ 82,168 | ¥ 572,040 | ¥ 432,059 | ¥ 223,249 |
General and Administrative Expense | 14,923 | 103,890 | 84,360 | 27,491 |
Research and development expenses | 6,225 | 43,339 | 19,262 | 15,925 |
Total operating expenses | 103,316 | 719,269 | 535,681 | 266,665 |
Net loss attributable to ordinary shareholders | (36,097) | (251,299) | (78,700) | (90,671) |
Accretions to preferred shares redemption value | 35,066 | 20,945 | ||
Net loss | (36,002) | (250,640) | (113,766) | (111,616) |
Foreign currency translation adjustments, net of nil tax | 1,404 | 9,771 | 3,401 | (1,367) |
TuanChe Limited's shareholders | (34,598) | (240,869) | (110,365) | (112,983) |
Reportable Legal Entities Member | Parent Company [Member] | ||||
Operating Expenses [Abstract] | ||||
Selling and marketing expenses | (37) | (256) | (1,511) | 0 |
General and Administrative Expense | (2,844) | (19,801) | (12,936) | (1,600) |
Research and development expenses | (61) | (422) | (84) | 0 |
Total operating expenses | (2,942) | (20,479) | (14,531) | (1,600) |
Interest (expenses)/income, net | 883 | 6,142 | (1,470) | (657) |
Change in the value of warrant | 0 | 0 | (3,843) | (1,390) |
Equity in loss of subsidiaries, VIEs and subsidiaries of VIEs | (33,871) | (235,804) | (58,864) | (87,023) |
Others, net | (72) | (499) | 8 | (1) |
Net loss attributable to ordinary shareholders | (36,002) | (250,640) | (78,700) | (90,671) |
Accretions to preferred shares redemption value | 0 | 0 | (35,066) | (20,945) |
Net loss | (36,002) | (250,640) | (113,766) | (111,616) |
Foreign currency translation adjustments, net of nil tax | 1,404 | 9,771 | 3,401 | (1,367) |
TuanChe Limited's shareholders | $ (34,598) | ¥ (240,869) | ¥ (110,365) | ¥ (112,983) |
Additional Information - Cond_4
Additional Information - Condensed Financial Statements of the Parent Company - Condensed balance sheets (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||||||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018USD ($) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | Dec. 31, 2016CNY (¥) | |
Current assets: | ||||||||
Cash and cash equivalents | $ 27,855 | ¥ 193,920 | $ 83,105 | ¥ 578,558 | ¥ 66,695 | ¥ 24,785 | ||
Time deposits | 10,021 | 69,762 | ||||||
Non-current assets: | ||||||||
Other non-current assets | 1,088 | 7,577 | 10,267 | |||||
Current liabilities: | ||||||||
Other taxes payable | 3,231 | 22,494 | 16,974 | |||||
Payables due to subsidiaries, VIEs and subsidiaries of VIEs | 837 | 5,825 | 6,996 | |||||
Total current liabilities | 20,406 | 142,062 | 123,935 | |||||
Non-current liabilities: | ||||||||
Other non-current liabilities | 310 | 2,158 | 0 | |||||
Total non-current liabilities | 310 | 2,158 | 0 | |||||
Stockholders' Equity Attributable to Parent [Abstract] | ||||||||
Treasury stock | 6,879 | 47,888 | 0 | |||||
Additional paid-in capital | 170,585 | 1,187,577 | 1,077,183 | |||||
Accumulated deficit | (103,229) | (718,666) | (468,026) | |||||
Accumulated other comprehensive (loss)/income | 345 | 2,403 | (7,368) | |||||
TOTAL SHAREHOLDERS' EQUITY | 60,852 | 423,634 | 601,990 | |||||
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY | 81,473 | 567,195 | 725,925 | |||||
Reportable Legal Entities Member | Parent Company [Member] | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | 14,652 | 102,002 | 458,936 | |||||
Time deposits | 10,021 | 69,762 | 0 | |||||
Prepayment and other current assets | 15,021 | 104,572 | 0 | |||||
Receivables due from subsidiaries, VIEs and subsidiaries of VIEs | 15,850 | 110,348 | 108,066 | |||||
Total current assets | 55,544 | 386,684 | 567,002 | |||||
Non-current assets: | ||||||||
Investments in subsidiaries, VIEs and subsidiaries of VIEs | 6,620 | ¥ 46,087 | ¥ 39,157 | |||||
Other non-current assets | 0 | 644 | ||||||
Total non-current assets | 6,620 | 46,087 | 39,801 | |||||
TOTAL ASSETS | 62,164 | 432,771 | 606,803 | |||||
Current liabilities: | ||||||||
Other taxes payable | 956 | 6,654 | 0 | |||||
Other current liabilities | 47 | 325 | 0 | |||||
Payables due to subsidiaries, VIEs and subsidiaries of VIEs | 0 | 4,813 | ||||||
Total current liabilities | 1,003 | 6,979 | 4,813 | |||||
Non-current liabilities: | ||||||||
Other non-current liabilities | 309 | 2,158 | 0 | |||||
Total non-current liabilities | 309 | 2,158 | 0 | |||||
TOTAL LIABILITIES | 1,312 | 9,137 | 4,813 | |||||
Stockholders' Equity Attributable to Parent [Abstract] | ||||||||
Treasury stock | (6,879) | (47,888) | 0 | |||||
Additional paid-in capital | 170,585 | 1,187,577 | 1,077,183 | |||||
Accumulated deficit | (103,229) | (718,666) | (468,026) | |||||
Accumulated other comprehensive (loss)/income | 345 | 2,403 | (7,368) | |||||
TOTAL SHAREHOLDERS' EQUITY | 60,852 | 423,634 | 601,990 | |||||
TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY | 62,164 | 432,771 | 606,803 | |||||
Reportable Legal Entities Member | Class A ordinary shares | Parent Company [Member] | ||||||||
Stockholders' Equity Attributable to Parent [Abstract] | ||||||||
Paid-in capital | 25 | 173 | 166 | |||||
Reportable Legal Entities Member | Class B ordinary shares | Parent Company [Member] | ||||||||
Stockholders' Equity Attributable to Parent [Abstract] | ||||||||
Paid-in capital | $ 5 | ¥ 35 | ¥ 35 |
Additional Information - Cond_5
Additional Information - Condensed Financial Statements of the Parent Company - Condensed statements of cash flows (Details) ¥ in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019USD ($) | Dec. 31, 2019CNY (¥) | Dec. 31, 2018CNY (¥) | Dec. 31, 2017CNY (¥) | |
Condensed statements of cash flows | ||||
Net cash used in operating activities | $ (23,241) | ¥ (161,806) | ¥ (53,338) | ¥ (59,662) |
Cash flows from investing activities: | ||||
Cash payments of time deposits | (10,021) | (69,762) | ||
Cash payment of bridge loan | (14,242) | (99,148) | ||
Net cash used in investing activities | (26,940) | (187,548) | (20,746) | (4,272) |
Cash flows from financing activities: | ||||
Cash payments for repurchase of restricted shares from employees | (3,767) | (26,228) | ||
Cash payments for repurchase of shares | (1,975) | (13,749) | ||
Cash received from convertible loans | 41,165 | |||
Proceeds from issuance of Series C+ convertible redeemable preferred shares | 59,091 | |||
Payment of issuance cost for Series C+ convertible redeemable preferred shares | (449) | |||
Proceeds from issuance of Series (D-1) convertible redeemable preferred shares | 151,118 | |||
Payment of issuance cost for Series D-1 convertible redeemable preferred shares | (307) | |||
Proceeds from issuance of Series (D-2) convertible redeemable preferred shares | 359,834 | |||
Payment of issuance cost for Series D-2 convertible redeemable preferred share | (1,267) | |||
Proceeds of initial public offering, net of issuance costs | 103,372 | |||
Cash received from the depositary bank | 392 | 2,732 | ||
Net cash generated from/(used in) financing activities | (5,350) | (37,245) | 562,126 | 117,954 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 501 | 3,490 | 12,713 | (1,002) |
Net increase/(decrease) in cash, cash equivalents and restricted cash | (55,030) | (383,109) | 500,755 | 53,018 |
Cash, cash equivalents and restricted cash at beginning of the year | 83,105 | 578,558 | 77,803 | 24,785 |
Cash, cash equivalents and restricted cash at end of the year | 28,075 | 195,449 | 578,558 | 77,803 |
Parent Company [Member] | Reportable Legal Entities Member | ||||
Condensed statements of cash flows | ||||
Net cash used in operating activities | (442) | (3,086) | (9,640) | (6,466) |
Cash flows from investing activities: | ||||
Cash paid for investments in subsidiaries, VIEs and subsidiaries of VIEs | (21,691) | (151,006) | (201,744) | (47,002) |
Cash payments of time deposits | (10,021) | (69,762) | 0 | 0 |
Cash payment of bridge loan | (14,242) | (99,148) | 0 | 0 |
Net cash used in investing activities | (45,954) | (319,916) | (201,744) | (47,002) |
Cash flows from financing activities: | ||||
Cash payments for repurchase of restricted shares from employees | (3,767) | (26,228) | 0 | 0 |
Cash payments for repurchase of shares | (1,975) | (13,749) | 0 | 0 |
Cash received from convertible loans | 0 | 0 | 0 | 41,165 |
Proceeds from issuance of Series C+ convertible redeemable preferred shares | 0 | 0 | 0 | (59,091) |
Payment of issuance cost for Series C+ convertible redeemable preferred shares | 0 | 0 | 0 | (449) |
Proceeds from issuance of Series (D-1) convertible redeemable preferred shares | 0 | 0 | (151,118) | 0 |
Payment of issuance cost for Series D-1 convertible redeemable preferred shares | 0 | 0 | (307) | 0 |
Proceeds from issuance of Series (D-2) convertible redeemable preferred shares | 0 | 0 | 359,834 | 0 |
Payment of issuance cost for Series D-2 convertible redeemable preferred share | 0 | 0 | (1,267) | 0 |
Proceeds of initial public offering, net of issuance costs | 0 | 0 | 103,372 | 0 |
Cash received from the depositary bank | 392 | 2,732 | 0 | 0 |
Net cash generated from/(used in) financing activities | (5,350) | (37,245) | 612,750 | 99,807 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 476 | 3,313 | 12,134 | (981) |
Net increase/(decrease) in cash, cash equivalents and restricted cash | (51,270) | (356,934) | 413,500 | 45,358 |
Cash, cash equivalents and restricted cash at beginning of the year | 65,922 | 458,936 | 45,436 | 78 |
Cash, cash equivalents and restricted cash at end of the year | $ 14,652 | ¥ 102,002 | ¥ 458,936 | ¥ 45,436 |