{"url_path":"/sec/tc/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1743340/0001213900-26-053942-index.html","accession_number":"0001213900-26-053942","cik":"0001743340","ticker":"TC","issuer_name":"Token Cat Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1743340/0001213900-26-053942-index.html","primary_entity_key":"0001743340","primary_entity_name":"Token Cat Ltd"},"word_count":771,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES**\n\n** **\n\n**A.\nDebt Securities**\n\n \n\nNot\napplicable.\n\n \n\n**B.\nWarrants and Rights**\n\n \n\nNot\napplicable.\n\n \n\n**C.\nOther Securities**\n\n \n\nNot\napplicable.\n\n \n\n**D.\nAmerican Depositary Shares**\n\n \n\n**Fees\nand Expenses**\n\n \n\nThe\nADS holders are required to pay the following service fees to the depositary bank, the Bank of New York Mellon, and certain taxes and\ngovernmental charges (in addition to any applicable fees, expenses, taxes and other governmental charges payable on the deposited securities\nrepresented by any of your ADSs):\n\n \n\n**Persons\ndepositing or withdrawing shares or ADS holders must pay:**\n \n**For:**\n\nUS$5.00\n(or less) per 100 ADSs (or portion of 100 ADSs)\n \nIssuance\nof ADSs, including issuances resulting from a distribution of Class A ordinary shares or rights or other property Cancellation of\nADSs for the purpose of withdrawal, including if the deposit agreement terminates\n\n \n \n \n\nUS$.05\n(or less) per ADS\n \nAny\ncash distribution to ADS holders\n\n \n \n \n\nA\nfee equivalent to the fee that would be payable if securities distributed to you had been Class A ordinary shares and the Class A\nordinary shares had been deposited for issuance of ADSs\n \nDistribution\nof securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders\n\n \n \n \n\nUS$.05\n(or less) per ADS per calendar year\n \nDepositary\nservices\n\n \n \n \n\nRegistration\nor transfer fees\n \nTransfer\nand registration of Class A ordinary shares on our share register to or from the name of the depositary or its agent when you deposit\nor withdraw Class A ordinary shares\n\n \n \n \n\nExpenses\nof the depositary\n \nCable\nand facsimile transmissions (when expressly provided in the deposit agreement) Converting foreign currency to U.S. dollars\n\n \n \n \n\nTaxes\nand other governmental charges the depositary or the custodian has to pay on any ADSs or Class A ordinary shares underlying ADSs,\nsuch as stock transfer taxes, stamp duty or withholding taxes\n \nAs\nnecessary\n\n \n \n \n\nAny\ncharges incurred by the depositary or its agents for servicing the deposited securities\n \nAs\nnecessary\n\n \n\nThe\ndepositary collects its fees for delivery and surrender of ADSs directly from investors depositing Class A ordinary shares or surrendering\nADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors\nby deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary\nmay collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging\nthe book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash\ndistribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay\nthose fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.\n\n \n\nFrom\ntime to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and\nmaintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees\ncollected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency\ndealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.\n\n \n\nThe\ndepositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and\nnot as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction\nspreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate\nassigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when\nbuying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained\nin any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the\nmethod by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations\nunder the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.\n\n \n\n**Payment\nby Depositary**\n\n \n\nWe\nreceived a payment of US$397,863 from the Bank of New York Mellon in 2019. As of December 31, 2025, we did not receive any additional\npayment from the Bank of New York Mellon.\n\n \n\n97\n\n \n\n \n\n**PART\nII**"}