UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2024
Commission File Number 001-38737
TuanChe Limited
(Exact name of registrant as specified in its
charter)
9F, Ruihai Building, No. 21 Yangfangdian
Road
Haidian District
Beijing 100038, People’s Republic of
China
(86-10) 6399-8902
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F
x Form 40-F ¨
Departure of Certain Directors
Mr. Jianchen Sun, a member of the board of
directors (the “Board”) of TuanChe Limited, a Cayman Islands exempted limited company (the “Company”),
resigned from his position as the director of the Board, effective on May 13, 2024. His resignation was not a result of any disagreements
with the Company on any matter related to the operations, policies, or practices of the Company.
Mr. Zijing Zhou, a member of the Board of
the Company, resigned from his position as a director of the Board, member of the Compensation Committee, Audit Committee and Nominating
and Corporate Governance Committee of the Board, effective on May13, 2024. His resignation was not a result of any disagreements with
the Company on any matter related to the operations, policies, or practices of the Company.
Mr. Wei Wen, the current Chief Executive
Officer of the Company, Chairman of the Board and Chairman of the Nominating and Corporate Governance Committee of the Board, resigned
from his position as the Chairman of the Nominating and Corporate Governance Committee of the Board. His resignation was not a result
of any disagreements with the Company on any matter related to the operations, policies, or practices of the Company. Mr. Wei Wen
will remain as the Chief Executive Officer of the Company and Chairman of the Board.
Appointment of Certain Directors and Co-Chief
Executive Officer
On May 13, 2024, the Board appointed Mr. Wentao
Deng as a director of the Board, chairman of the Nominating and Corporate Governance Committee of the Board and member of the Audit Committee
and Compensation Committee of the Board, effective on May 13, 2024.
The biographical information of Mr. Deng
is set forth below.
Mr. Deng has served as the Founder of Shenzhen
Yucai Consulting Management Co., Ltd. since June 2016. From October 2015 to May 2016, Mr. Deng served as the
Chief Financial Officer of Xiaoke Internet Financial Services Co., Ltd. Mr. Deng attended Jiangnan University and received his
bachelor’s degree in Accounting in 2014.
Mr. Deng will receive a monthly salary of
$2,000 for his position as a director of the Board. Mr. Deng does not have a family relationship with any other director or officer
of the Company as defined in Item 401 of Regulation S-K.
A copy of the offer letter of Mr. Deng is
attached hereto as exhibit 99.1.
On May 13, 2024, the Board appointed Mr. Guangsheng
Liu as the Co-Chief Executive Officer of the Company and as a director of the Board, effective on May 13, 2024.
The biographical information of Mr. Liu is
set forth below.
Mr. Liu has served as a Senior Partner of
Jingdong Medicine since December 2015. From December 2013 to December 2015, he served as the Chief Technology Officer of
Beijing Dream Castle Information Technology Co., Ltd. Mr. Deng also served as the Chief Technology Officer of Beijing Beisheng
Tiandi Petroleum Technology Development Co., Ltd. from July 2008 to December 2013. Mr. Liu attended Inner Mongolia
University of Finance and Economics and received his bachelor’s degree in Computer Science and Technology in 2008.
Mr. Liu will receive a monthly salary of
$8,000 for his position as the director and an annual compensation of 100,000 ADSs of the Company. Mr. Liu does not have a family
relationship with any other director or officer of the Company as defined in Item 401 of Regulation S-K.
A copy of the employment agreement of Mr. Liu
is attached hereto as exhibit 99.2.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
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TuanChe Limited |
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|
| Date: |
May 13, 2024 |
|
By: |
/s/ Simon Li |
| |
|
|
Name: |
Simon Li |
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|
|
Title: |
Chief Financial Officer |
Exhibit 99.1
TuanChe
Limited
9F,
Ruihai Building, No. 21 Yangfangdian Road
Haidian
District Beijing PRC
May
13, 2024
Re: Director Offer
Letter
Dear Mr. Wentao Deng:
TuanChe
Limited, a Cayman Islands exempt company (the “Company”), is pleased to offer you a position as a member of its Board
of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and
we look forward to your participation on the Board. Should you choose to accept this position as a member of the Board, this letter agreement
(the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions
relating to the services you agree to provide to the Company.
1.
Term. This Agreement is effective upon your acceptance and signature below. Your term as director shall continue subject to
the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each
year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force
and effect.
2.
Services. You shall render services as a member of the Board (hereinafter your “Duties”). During the term
of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are
a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or
in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other
forms of correspondence.
3.
Compensation. As compensation for your services to the Company, you will receive $2,000 in cash per month for serving on the
Board, which shall be paid to you quarterly in arrears as determined by the Company. You shall be reimbursed for reasonable and approved
expenses incurred by you in connection with the performance of your Duties.
4.
No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by
you without the prior written consent of the Company.
5.
Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined
below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a.
Definition. For purposes of this Agreement the term “Confidential Information” means:
i.
Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could
have commercial value or utility in the business in which the Company is engaged; or
ii.
Any information which is related to the business of the Company and is generally not known by non-Company personnel.
iii. Confidential
Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas,
improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses,
strategies, forecasts, customer and supplier identities, characteristics and agreements.
b.
Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:
i.
Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions
of this Agreement, or any other agreement requiring confidentiality between the Company and you;
ii.
Information received from a third party in rightful possession of such information who is not restricted from disclosing such information;
and
iii.
Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.
c. Documents. You
agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes,
formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential
Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with
any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your
termination or Resignation, as defined in Section 8 herein.
d.
Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to
others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent
of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will
not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your
business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
e. Ownership.
You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work
rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any
and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information
made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties
(collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to
assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce,
and defend any rights assigned.
f.
Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly
or indirectly solicit for employment any individual who was an employee of the Company during your tenure.
6. Termination
and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at
least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a
Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent
by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on
a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and
such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation
by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject
to the Company’s obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and
to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of
such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be
forfeited and cancelled.
7.
Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations
of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to
be performed entirely in the State of New York.
8.
Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject
matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term
of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties
hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or
failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time
to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require
future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts
each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using
facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such
signature.
9.
Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from
and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”),
incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses
incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable
attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law.
Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition
of such proceeding promptly upon receipt by the Company of (a) written request for payment and (b) appropriate documentation evidencing
the incurrence, amount and nature of the costs and expenses for which payment is being sought.
12. Not
an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any
right for you to continue employment with the Company.
13. Acknowledgement.
You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive,
and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
(Signature
Page Follows)
The Agreement has been executed
and delivered by the undersigned and is made effective as of the date set first set forth above.
| | Sincerely, |
| | |
| | TuanChe Limited |
| | |
| | By: |
/s/
Wei Wen |
| | Name: |
Wei Wen |
| | Title: |
Chief Executive Officer |
| AGREED AND ACCEPTED: | |
| | |
| /s/ Wentao Deng | |
| Wentao Deng | |
Exhibit 99.2
TuanChe Limited
9F, Ruihai Building, No.
21 Yangfangdian Road
Haidian District Beijing PRC
EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of May 13, 2024 (the “Effective Date”),
by and between TuanChe Limited, incorporated under the laws of the Cayman Islands (the “Company”) and Guangsheng Liu,
an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term
“Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company
and all of its subsidiaries and affiliated entities ( collectively, the “Group”).
RECITALS
A. The Company desires to employ the Executive as its Co-Chief Executive Officer and to assure itself of the services of the Executive during the term of Employment (as defined below).
B. The Executive desires to be employed by the Company as its Co-Chief Executive Officer during the term of Employment and upon the terms and conditions of this Agreement.
AGREEMENT
The parties hereto agree as follows:
The Executive hereby accepts a position of Co-Chief
Executive Officer (the “Employment”) of the Company.
Subject
to the terms and conditions of this Agreement, the initial term of the Employment shall be 1 year commencing on the Effective Date,
unless terminated earlier pursuant to the terms of this Agreement. The Employment will be renewed automatically if neither the
Company nor the Executive provides a notice of termination of the Employment to the other party or otherwise proposes to
re-negotiate the terms of the Employment with the other party within one month prior to the expiration of the applicable term.
| 3. | DUTIES AND RESPONSIBILITIES |
| (a) | The Executive’s
duties at the Company will include all jobs assigned by the Company’s Board of the
Directors (the “Board”) or the Company’s Chief Executive Officer,
as the case may be. |
| (b) | The Executive shall
devote all of his/her working time, attention and skills to the performance of his/her duties
at the Company and shall faithfully and diligently serve the Company in accordance with this
Agreement, the Memorandum of Association and the Articles of Association of the Company,
as amended and restated from time to time (the “Charter of Documents”),
and the guidelines, policies and procedures of the Company approved from time to time by
the Board. |
| (c) | The Executive shall
use his/her best efforts to perform his/her duties hereunder. The Executive shall not, without
the prior written consent of the Board, become an employee of any entity other than the Company
and any subsidiary or affiliate of the Company, and shall not be concerned or interested
in any business or entity that engages in the same business in which the Company engages
(any such business or entity, a “Competitor”), provided that nothing in
this clause shall preclude the Executive from holding any shares or other securities of any
Competitor that is listed on any securities exchange or recognized securities market anywhere.
The Executive shall notify the Company in writing of his/her interest in such shares or securities
in a timely manner and with such details and particulars as the Company may reasonably require |
The Executive hereby
represents to the Company that: (i) the execution and delivery of this Agreement by the Executive and the performance by the Executive
of the Executive’s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any other agreement or policy
to which the Executive is a party or otherwise bound except for agreements entered into by and between the Executive and any member of
the Group pursuant to applicable law, if any; (ii) that the Executive has no information (including, without limitation, confidential
information and trade secrets) relating to any other person or entity which would prevent, or be violated by, the Executive entering into
this Agreement or carrying out his/her duties hereunder; (iii) that the Executive is not bound by any confidentiality, trade secret or
similar agreement (other than this) with any other person or entity except for other member(s) of the Group, as the case may be.
The Executive will be
based in China. The Company reserves the right to transfer or send the Executive to any location in China or elsewhere in accordance with
its operational requirements.
| 6. | COMPENSATION AND BENEFITS |
| (a) | Base
Salary. The Executive’s initial base salary shall be eight thousand U.S. Dollars ($8,000) per month and 100,000 ADSs per year,
paid in periodic installments in accordance with the Company’s regular payroll practices, and such compensation is subject
to annual review and adjustment by the Board. |
| (b) | Bonus. The Executive shall be eligible for Bonuses determined by the Board. |
| (c) | Equity Incentives. To the extent the Company adopts and maintains a share incentive plan, the Executive
will be eligible to participate in such plan pursuant to the terms thereof as determined by the Board. |
| (d) | Benefits. The Executive is eligible for participation in any standard employee benefit
plan of the Company that currently exists or may be adopted by the Company in the future, including, but not limited to, any retirement
plan, life insurance plan, health insurance plan and travel/holiday plan. |
| (e) | Expenses. The Executive shall be entitled to reimbursement by the Company for all
reasonable ordinary and necessary travel and other expenses incurred by the Executive in the performance of his/her duties under this
Agreement; provided that he properly accounts for such expenses in accordance with the Company’s policies and procedures. |
| 7. | TERMINATION OF THE AGREEMENT |
(i) For Cause. The
Company may terminate the Employment for cause, at any time, without notice or remuneration (unless notice or remuneration is specifically
required by applicable law, in which case notice or remuneration will be provided in accordance with applicable law), if:
| (1) | the Executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement, |
| (2) | the Executive has been grossly negligent or acted dishonestly to the detriment of the Company, |
(3) the Executive has engaged in actions amounting to willful misconduct or failed to perform his/her duties hereunder and such failure continues after the Executive is afforded a reasonable opportunity to cure such failure; or
| (4) | the Executive violates Section 8 or 10 of this Agreement. |
Upon termination for cause,
the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive will not
be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right to
all other benefits will terminate, except as required by any applicable law.
(ii)
For death and disability. The Company may also terminate the Employment, at any time, without notice or remuneration (unless notice
or remuneration is specifically required by applicable law, in which case notice or remuneration will be provided in accordance with
applicable law), if:
(1) the Executive has died, or
(2) the Executive has a disability which shall
mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential
functions of his/her employment with the Company, with or without reasonable accommodation, for more than 120 days in any 12-month period,
unless a longer period is required by applicable law, in which case that longer period would apply.
Upon termination for death
or disability, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination. However, the Executive
will not be entitled to receive payment of any severance benefits or other amounts by reason of the termination, and the Executive’s right
to all other benefits will terminate, except as required by any applicable law.
(iii)
Without Cause. The Company may terminate the Employment without cause, at any time, upon one-month prior written notice. Upon
termination without cause, the Company shall provide the following severance payments and benefits to the Executive: (1) a lump sum cash
payment equal to 3 months of the Executive’s base salary as of the date of such termination; (2) a lump sum cash payment equal to a pro-rated
amount of his/her target annual bonus for the year immediately preceding the termination, if any; (3) payment of premiums for continued
health benefits under the Company’s health plans for 3 months following the termination, if any; and (4) immediate vesting of 100% of
the then-unvested portion of any outstanding equity awards held by the Executive.
Upon termination
without, the Executive shall be entitled to the amount of base salary earned and not paid prior to termination.
(iv) Change of
Control Transaction. If the Company or its successor terminates the Employment upon a merger, consolidation, or transfer or sale
of all or substantially all of the assets of the Company with or to any other individual(s) or entity (the “Change of
Control Transaction”), the Executive shall be entitled to the following severance payments and benefits upon such
termination: (I) a lump sum cash payment equal to 3 months of the Executive’s base salary at a rate equal to the greater of
his/her annual salary in effect immediately prior to the termination, or his/her then current annual salary as of the date of such
termination; (2) a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately
preceding the termination; (3) payment of premiums for continued health benefits under the Company’s health plans for 3 months
following the termination; and (4) immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by
the Executive.
| (b) | By the Executive.
The Executive may terminate the Employment at any time with a one-month prior written notice
to the Company, if (1) there is a material reduction in the Executive’s authority,
duties and responsibilities, or (2) there is a material reduction in the Executive’s annual
salary. Upon the Executive’s termination of the Employment due to either of the above
reasons, the Company shall provide compensation to the Executive equivalent to 3 months of
the Executive’s base salary that he is entitled to immediately prior to such termination.
In addition, the Executive may resign prior to the expiration of the Agreement if such resignation is approved
by the Board or an alternative arrangement with respect to the Employment is agreed to by the Board. |
| (c) | Notice of Termination. Any termination
of the Executive’s employment under this Agreement shall be communicated by written notice
of termination from the terminating party to the other party. The notice of termination shall
indicate the specific provision(s) of this Agreement relied upon in effecting the termination. |
| 8. | CONFIDENTIALITY AND NONDISCLOSURE |
| (a) | Confidentiality and Non-disclosure.
The Executive hereby agrees at all times during the term of the Employment and after its
termination, to hold in the strictest confidence, and not to use, except for the benefit
of the Company, or to disclose to any person, corporation or other entity without written
consent of the Company, any Confidential Information. The Executive understands that “Confidential
Information” means any proprietary or confidential information of the Company, its
affiliates, or their respective clients, customers or partners, including, without limitation,
technical data, trade secrets, research and development information, product plans, services,
customer lists and customers, supplier lists and suppliers, software developments, inventions,
processes, formulas, technology, designs, hardware configuration information, personnel information,
marketing, finances, information about the suppliers, joint ventures, franchisees, distributors
and other persons with whom the Company does business, information regarding the skills and
compensation of other employees of the Company or other business information disclosed to
the Executive by or obtained by the Executive from the Company, its affiliates, or their
respective clients, customers or partners either directly or indirectly in writing, orally
or otherwise, if specifically indicated to be confidential or reasonably expected to be confidential.
Notwithstanding the foregoing, Confidential Information shall not include information that
is generally available and known to the public through no fault of the Executive. |
| (b) | Company Property. The Executive
understands that all documents (including computer records, facsimile and e-mail) and materials
created, received or transmitted in connection with his/her work or using the facilities
of the Company are property of the Company and subject to inspection by the Company, at any
time. Upon termination of the Executive’s employment with the Company (or at any other
time when requested by the Company), the Executive will promptly deliver to the Company all
documents and materials of any nature pertaining to his/her work with the Company and will
provide written certification of his/her compliance with this Agreement. Under no circumstances
will the Executive have, following his/her termination, in his/her possession any property
of the Company, or any documents or materials or copies thereof containing any Confidential
Information. |
| (c) | Former Employer
Information. The Executive agrees that he or she has not and will not, during the term
of his/her employment, (i) improperly use or disclose any proprietary information or trade
secrets of any former employer or other person or entity with which the Executive has an
agreement or duty to keep in confidence information acquired by Executive, if any, or (ii)
bring into the premises of the Company any document or confidential or proprietary information
belonging to such former employer, person or entity unless consented to in writing by such
former employer, person or entity. The Executive will indemnify the Company and hold it harmless
from and against all claims, liabilities, damages and expenses, including reasonable attorneys’
fees and costs of suit, arising out of or in connection with any violation of the foregoing. |
| (d) | Third Party Information. The
Executive recognizes that the Company may have received, and in the future may receive, from
third parties their confidential or proprietary information subject to a duty on the Company’s
part to maintain the confidentiality of such information and to use it only for certain limited
purposes. The Executive agrees that the Executive owes the Company and such third parties,
during the Executive’s employment by the Company and thereafter, a duty to hold all such
confidential or proprietary information in the strictest confidence and not to disclose it
to any person or firm and to use it in a manner consistent with, and for the limited purposes
permitted by, the Company’s agreement with such third party. |
This Section 8 shall
survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 8, the Company shall have right
to seek remedies permissible under applicable law.
| 9. | CONFLICTING EMPLOYMENT. |
The Executive hereby
agrees that, during the term of his/her employment with the Company, he or she will not engage in any other employment, occupation, consulting
or other business activity related to the business in which the Company is now involved or becomes involved during the term of the Executive’s
employment, nor will the Executive engage in any other activities that conflict with his/her obligations to the Company without the prior
written consent of the Company.
| 10. | NON-COMPETITION AND NON-SOLICITATION |
In consideration of the salary paid to
the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period
of one (1) year following the termination of the Employment for whatever reason:
| (a) | The Executive will not approach clients, customers or contacts of the Company or other
persons or entities introduced to the Executive in the Executive’s capacity as a representative of the Company for the purposes of doing
business with such persons or entities which will harm the business relationship between the Company and such persons and/or entities; |
| (b) | unless expressly consented to by the Company, the Executive will not assume employment
with or provide services as a director or otherwise for any Competitor, or engage, whether as principal, partner, licensor or otherwise,
in any Competitor; and |
| (c) | unless expressly consented to by the Company, the Executive will not seek, directly
or indirectly, by the offer of alternative employment or other inducement whatsoever, to solicit the services of any employee of the Company
employed as at or after the date of such termination, or in the year preceding such termination. |
The provisions contained
in Section 11 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be
void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions
shall apply with such modification as may be necessary to make them valid and effective.
This Section 11 shall
survive the termination of this Agreement for any reason . In the event the Executive breaches this Section 11 , the Executive acknowledges
that there will be no adequate remedy at law, and the Company shall be entitled to injunctive relief and/or a decree for specific performance,
and such other relief as may be proper (including monetary damages if appropriate). In any event, the Company shall have right to seek
all remedies permissible under applicable law.
Notwithstanding anything
else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due
or payable under or pursuant to this Agreement such national, provincial, local or any other income, employment, or other taxes as may
be required to be withheld pursuant to any applicable law or regulation.
This Agreement
is personal in its nature and neither of the parties hereto shall, without the consent of the other, assign or transfer this
Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Agreement or
any rights or obligations hereunder to any member of the Group without such consent, and (ii) in the event of a Change of Control
Transaction, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and
such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.
If any provision of this
Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement
which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared
to be severable.
This Agreement constitutes
the entire agreement and understanding between the Executive and the Company regarding the terms of the Employment and supersedes all
prior or contemporaneous oral or written agreements concerning such subject matter. The Executive acknowledges that he or she has not
entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set forth in this Agreement. Any
amendment to this Agreement must be in writing and signed by the Executive and the Company
| 15. | GOVERNING LAW; JURISDICTION |
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
This Agreement may
not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this
Agreement, which agreement is executed by both of the parties hereto.
Neither the failure nor
any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or
of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence
be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted such waiver.
All notices, requests,
demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly
given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by a recognized courier with
next-day or second-day delivery to the last known address of the other party.
This Agreement may
be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon,
and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts
hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.
Photographic copies of such signed counterparts may be used
in lieu of the originals for any purpose.
| 20. | NO INTERPRETATION AGAINST DRAFTER |
Each party recognizes
that this Agreement is a legally binding contract and acknowledges that it, he or she has had the opportunity to consult with legal
counsel of choice. In any construction of the terms of this Agreement, the same shall not be construed against either party on the
basis of that party being the drafter of such terms.
[Remainder of this
page has been intentionally left blank.]
IN WITNESS WHEREOF, this Agreement has been executed as of
the date first written above.
| |
TuanChe Limited |
| |
|
| |
By: |
/s/ Wei Wen |
| |
Name: |
Wei Wen |
| |
Title: |
Chief Executive Officer |
| |
|
| |
Executive |
| |
|
| |
Signature: |
/s/
Guangsheng Liu |
| |
Name: |
Guangsheng Liu |
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