{"url_path":"/sec/tc/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","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":6030,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n** **\n\n**A\nDirectors and Senior Management**\n\n \n\nMr. Wei Wen, our former director,\nChief Executive Officer and Chairman, resigned from his positions with our company effective October 30, 2025. Mr. Simon Li, our former\nChief Financial Officer of the Company, resigned from his position effective October 30, 2025. Neither the resignation of Mr. Wei Wen\nor Mr. Simon Li was a result of any disagreements with our company on any matter related to the operations, policies, or practices of\nour company. The following table sets forth information regarding our directors and senior management as of the date of this annual report:\n\n \n\n**Directors\nand Executive Officers**\n \n**Age**\n \n**Position/Title**\n\nGuangsheng\nLiu\n \n42\n \nChief\nExecutive Officer, President, Chief Financial Officer and Chairman\n\nFurong\nTian\n \n44\n \nIndependent\nDirector\n\nYicheng\nYang\n \n33\n \nIndependent\nDirector\n\nWentao  Deng\n \n38\n \nIndependent\nDirector\n\n \n\n**Guangsheng\nLiu** has served as our Chief Executive Officer, President, Chief Financial Officer and Chairman since October 2025. He has served\nas a Senior Partner of Jingdong Medicine since December 2015 and currently holds this position. From December 2013 to December 2015,\nhe served as the Chief Technology Officer of Beijing Dream Castle Information Technology Co., Ltd. Mr. Deng also served as the Chief\nTechnology Officer of Beijing Beisheng Tiandi Petroleum Technology Development Co., Ltd. from July 2008 to December 2013. Mr. Liu attended\nInner Mongolia University of Finance and Economics and received his bachelor’s degree in Computer Science and Technology in 2008.\n\n \n\nFrom\nAugust 2023 to February 2026, Ms. Furong Tian served as Finance Manager of Beijing Taihua Digital Intelligence Business Management Co.,\nLtd. From April 2020 to February 2023, Ms. Tian served as Finance Manager of Shenzhou Wangwei Technology (Beijing) Co., Ltd. From May\n2011 to April 2014, Ms. Tian worked at Pricewaterhouse Coopers Zhong Tian LLP as an auditor. Ms. Tian has a master’s degree in\nFinancial Management from Tianjin Polytechnic University. \n\n \n\n**Wentao\nDeng** has served as the Founder of Shenzhen Yucai Consulting Management Co., Ltd. since June 2016 to Feb 2024. From October 2015 to\nMay 2016, Mr. Deng served as the Chief Financial Officer of Xiaoke Internet Financial Services Co., Ltd. Mr. Deng attended Jiangnan University\nand received his bachelor’s degree in Accounting in 2014.\n\n \n\n**Yicheng\nYang** was the deputy manager at Dark Pool Asset Management from June 2018 to April 2020, where he maintained equity pledges and supervised\nassets management. From November 2017 to February 2016, he was a director of securities department at Bluestone Securities (New Zealand)\nLimited, where he managed the sales team, developed and coordinated the complete closed-loop process of compliance, risk control, settlement\nand customer service. Mr. Yang attended Jiangsu University of Science and Technology and received his bachelor’s degree in mechanical\ndesign, manufacturing and automation. He attended Singapore Management University and received his master’s degree of science in\ninternational trading.\n\n \n\n**B.\nCompensation**\n\n** **\n\n**Compensation\nof Directors and Executive Officers**\n\n \n\nIn 2025, the aggregate\ncash compensation to directors and executive officers was approximately RMB1.4 million (US$ 0.2 million). The reason the company has\nnot yet made the payment is that it is currently facing some temporary liquidity constraints. After negotiation, the payment has\nbeen deferred. Our directors and officers participate in our share incentive plan. See “-Share Incentive Plan.” We do\nnot pay or set aside any amounts for pension, retirement or other benefits for our directors and officers, except our contributions\non behalf of our officers located in China to a government-mandated multi-employer defined contribution plan.\n\n** **\n\n74\n\n \n\n** **\n\n**Share\nIncentive Plan**\n\n** **\n\n**2018\nShare Incentive Plan**\n\n \n\nWe\nadopted the Share Incentive Plan we adopted in June 2018 (the “2018 Plan”) to attract and retain best available personnel,\nprovide additional incentives to employees, directors and consultants, and promote the success of our business. Under the 2018 Plan,\nthe maximum aggregate number of Shares which may be issued pursuant to all awards (including incentive share options) are 38,723,321\nshares, representing 15.0% of the total outstanding shares of our company on an as-converted basis as of the date of the adoption of\nthe Plan. As of the date of this annual report, all ordinary shares have been granted and there are vested under the 2018 Plan.\n\n \n\nThe\nfollowing paragraphs describe the principal terms of the 2018 Plan:\n\n** **\n\n**Types\nof awards**. The 2018 Plan permits the awards of options, restricted shares or restricted share units.\n\n** **\n\n**Plan\nadministration**. Our board of directors or a committee of one or more members of the board will administer the 2018 Plan. The\ncommittee or the full board of directors, as applicable, will determine the participants to receive awards, the type and number of awards\nto be granted to each participant, and the terms and conditions of each award grant.\n\n** **\n\n**Award\nagreement**. Awards granted under the 2018 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations\nfor each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or\nservice terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n** **\n\n**Eligibility**.\nWe may grant awards to our employees, directors and consultants of our company, and other individuals, as determined by the plan administrator.\nHowever, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent\ncompanies and subsidiaries.\n\n** **\n\n**Vesting\nschedule**. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\n** **\n\n**Restricted\nshares**. Restricted shares are subject to such restrictions on transferability and other restrictions as the committee may impose.\n\n** **\n\n**Exercise\nof options**. The committee determines the exercise price of each option, which is set forth in the Award Agreement. The committee\nalso determines the exercise time and conditions for each option, provided that the maximum exercisable term is 10 years absent amendment\nor modification.\n\n \n\n**Transfer\nrestrictions**. Awards may not be transferred in any manner by the recipient except under limited circumstances, including by will\nor the laws of descent and distribution, unless otherwise provided by the plan administrator.\n\n** **\n\n**Termination\nand amendment of the Plan**. The committee, with the prior approval of the board, may terminate, amend or modify the 2018 Plan,\nsubject to some limitations.\n\n** **\n\n**2023\nShare Incentive Plan**\n\n \n\nOn\nMarch 13, 2023, we adopted our 2023 Share Incentive Plan (the “2023 Plan”), to attract and retain the best available personnel,\nprovide additional incentives to employees, directors and consultants and promote the success of our business. We may grant options,\nrestricted shares, restricted share units and other equity-based awards under the 2023 Plan to our employees, directors and consultants.\nUnder the 2023 Plan, a total of 169,172,564 Class A ordinary shares were initially reserved for issuance. As of the date of this annual\nreport, all restricted shares have been issued and granted, vested under the 2023 Plan.\n\n \n\n75\n\n \n\n \n\nThe\nfollowing paragraphs describe the principal terms of the 2023 Plan:\n\n** **\n\n**Types\nof awards**. The 2023 Plan permits the awards of options, restricted shares or restricted share units.\n\n** **\n\n**Plan\nadministration**. The 2023 Plan shall be administered by the board or a committee of one or more members of the board to whom the\nboard shall delegate the authority to grant or amend awards to participants other than any of the committee members. Any grant or amendment\nof awards to any committee member shall then require an affirmative vote of a majority of the board members who are not on the committee.\n\n** **\n\n**Award\nagreement**. Awards granted under the 2023 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations\nfor each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or\nservice terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n** **\n\n**Eligibility**.\nWe may grant awards to our employees, directors and consultants of our company, and other individuals, as determined by the plan administrator.\nHowever, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent\ncompanies and subsidiaries.\n\n** **\n\n**Vesting\nschedule**. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\n** **\n\n**Restricted\nshares**. Restricted shares are subject to such restrictions on transferability and other restrictions as the committee may impose.\n\n** **\n\n**Exercise\nof options**. The committee determines the exercise price of each option, which is set forth in the Award Agreement. The committee\nalso determines the exercise time and conditions for each option, provided that the maximum exercisable term is 10 years absent amendment\nor modification.\n\n** **\n\n**Transfer\nrestrictions**. Awards may not be transferred in any manner by the recipient except under limited circumstances, including by will\nor the laws of descent and distribution, unless otherwise provided by the plan administrator.\n\n** **\n\n**Termination\nand amendment of the Plan**. The committee, with the prior approval of the board, may terminate, amend or modify the 2023 Plan,\nsubject to some limitations.\n\n  \n\n**2024\nShare Incentive Plan**\n\n \n\nOn\nFebruary 10, 2025, we adopted our 2024 Share Incentive Plan (the “2024 Plan”), to attract and retain the best available personnel,\nprovide additional incentives to employees, directors and consultants and promote the success of our business. We may grant options,\nrestricted shares, restricted share units and other equity-based awards under the 2024 Plan to our employees, directors and consultants.\nUnder the 2024 Plan, a total of 105,874,468 Class A ordinary shares were initially reserved for issuance. As of the date of this annual\nreport, there were 0 restricted shares issued and 0 restricted shares outstanding under the 2024 Plan.\n\n \n\nThe\nfollowing paragraphs describe the principal terms of the 2024 Plan:\n\n** **\n\n**Types\nof awards**. The 2024 Plan permits the awards of options, restricted shares or restricted share units.\n\n** **\n\n**Plan\nadministration**. The 2024 Plan shall be administered by the board or a committee of one or more members of the board to whom the\nboard shall delegate the authority to grant or amend awards to participants other than any of the committee members. Any grant or amendment\nof awards to any committee member shall then require an affirmative vote of a majority of the board members who are not on the committee.\n\n** **\n\n**Award\nagreement**. Awards granted under the 2024 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations\nfor each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or\nservice terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n** **\n\n76\n\n \n\n \n\n**Eligibility**.\nWe may grant awards to our employees, directors and consultants of our company, and other individuals, as determined by the plan administrator.\nHowever, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent\ncompanies and subsidiaries.\n\n** **\n\n**Vesting\nschedule**. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\n** **\n\n**Restricted\nshares**. Restricted shares are subject to such restrictions on transferability and other restrictions as the committee may impose.\n\n** **\n\n**Exercise\nof options**. The committee determines the exercise price of each option, which is set forth in the Award Agreement. The committee\nalso determines the exercise time and conditions for each option, provided that the maximum exercisable term is 10 years absent amendment\nor modification.\n\n** **\n\n**Transfer\nrestrictions**. Awards may not be transferred in any manner by the recipient except under limited circumstances, including by will\nor the laws of descent and distribution, unless otherwise provided by the plan administrator.\n\n** **\n\n**Termination\nand amendment of the Plan**. The committee, with the prior approval of the board, may terminate, amend or modify the 2024 Plan,\nsubject to some limitations.\n\n \n\n**2025\nShare Incentive Plan**\n\n \n\nOn\nNovember 17, 2025, we adopted our 2025 Share Incentive Plan (the “2025 Plan”), to attract and retain the best available personnel,\nprovide additional incentives to employees, directors and consultants and promote the success of our business. We may grant options,\nrestricted shares, restricted share units and other equity-based awards under the 2025 Plan to our employees, directors and consultants.\nUnder the 2025 Plan, a total of 1,237,314,318 Class A ordinary shares were initially reserved for issuance. As of the date of this annual\nreport, there were 0 restricted shares issued and 0 restricted shares outstanding under the 2025 Plan.\n\n \n\nThe\nfollowing paragraphs describe the principal terms of the 2025 Plan:\n\n** **\n\n**Types\nof awards**. The 2025 Plan permits the awards of options, restricted shares or restricted share units.\n\n** **\n\n**Plan\nadministration**. The 2025 Plan shall be administered by the board or a committee of one or more members of the board to whom the\nboard shall delegate the authority to grant or amend awards to participants other than any of the committee members. Any grant or amendment\nof awards to any committee member shall then require an affirmative vote of a majority of the board members who are not on the committee.\n\n** **\n\n**Award\nagreement**. Awards granted under the 2025 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations\nfor each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or\nservice terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n** **\n\n**Eligibility**.\nWe may grant awards to our employees, directors and consultants of our company, and other individuals, as determined by the plan administrator.\nHowever, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent\ncompanies and subsidiaries.\n\n** **\n\n**Vesting\nschedule**. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\n** **\n\n**Restricted\nshares**. Restricted shares are subject to such restrictions on transferability and other restrictions as the committee may impose.\n\n** **\n\n**Exercise\nof options**. The committee determines the exercise price of each option, which is set forth in the Award Agreement. The committee\nalso determines the exercise time and conditions for each option, provided that the maximum exercisable term is 10 years absent amendment\nor modification.\n\n** **\n\n77\n\n \n\n** **\n\n**Transfer\nrestrictions**. Awards may not be transferred in any manner by the recipient except under limited circumstances, including by will\nor the laws of descent and distribution, unless otherwise provided by the plan administrator.\n\n** **\n\n**Termination\nand amendment of the Plan**. The committee, with the prior approval of the board, may terminate, amend or modify the 2025 Plan,\nsubject to some limitations.\n\n \n\n**2026\nShare Incentive Plan**\n\n \n\nOn\nMar 17, 2026, we adopted our 2026 Share Incentive Plan (the “2026 Plan”), to attract and retain the best available personnel,\nprovide additional incentives to employees, directors and consultants and promote the success of our business. We may grant options,\nrestricted shares, restricted share units and other equity-based awards under the 2026 Plan to our employees, directors and consultants.\nUnder the 2026 Plan, a total of 21,139,467,404 Class A ordinary shares were initially reserved for issuance. As of the date of this annual\nreport, there were nil restricted shares issued and nil restricted shares outstanding under the 2026 Plan.\n\n \n\nThe\nfollowing paragraphs describe the principal terms of the 2026 Plan:\n\n** **\n\n**Types\nof awards**. The 2026 Plan permits the awards of options, restricted shares or restricted share units.\n\n** **\n\n**Plan\nadministration**. The 2026 Plan shall be administered by the board or a committee of one or more members of the board to whom the\nboard shall delegate the authority to grant or amend awards to participants other than any of the committee members. Any grant or amendment\nof awards to any committee member shall then require an affirmative vote of a majority of the board members who are not on the committee.\n\n** **\n\n**Award\nagreement**. Awards granted under the 2026 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations\nfor each award, which may include the term of the award, the provisions applicable in the event of the grantee’s employment or\nservice terminates, and our authority to unilaterally or bilaterally amend, modify, suspend, cancel or rescind the award.\n\n** **\n\n**Eligibility**.\nWe may grant awards to our employees, directors and consultants of our company, and other individuals, as determined by the plan administrator.\nHowever, we may grant options that are intended to qualify as incentive share options only to our employees and employees of our parent\ncompanies and subsidiaries.\n\n** **\n\n**Vesting\nschedule**. In general, the plan administrator determines the vesting schedule, which is specified in the relevant award agreement.\n\n** **\n\n**Restricted\nshares**. Restricted shares are subject to such restrictions on transferability and other restrictions as the committee may impose.\n\n** **\n\n**Exercise\nof options**. The committee determines the exercise price of each option, which is set forth in the Award Agreement. The committee\nalso determines the exercise time and conditions for each option, provided that the maximum exercisable term is 10 years absent amendment\nor modification.\n\n** **\n\n**Transfer\nrestrictions**. Awards may not be transferred in any manner by the recipient except under limited circumstances, including by will\nor the laws of descent and distribution, unless otherwise provided by the plan administrator.\n\n** **\n\n**Termination\nand amendment of the Plan**. The committee, with the prior approval of the board, may terminate, amend or modify the 2026 Plan,\nsubject to some limitations.\n\n \n\n78\n\n \n\n \n\nThe following table sets forth information on restricted shares that\nwe have awarded or have agreed to award as of May 8, 2026 pursuant to the 2018 Plan, 2023 Plan, the 2024 Plan, 2025 Plan and the 2026\nPlan.\n\n \n\n  \nNumber of  \n \n\n  \nRestricted  \n \n\n  \nShares Awarded(1)  \nGrant Date\n\nDirectors and Executive Officers \n   \n \n\n  \n   \n \n\nWei Wen# \n *  \nJuly 1, 2018\n\nSimon Li# \n *  \nJune 15, 2023\n\nJianchen Sun \n *  \nJuly 1, 2018\n\nHui Yuan \n *  \nJuly 1,2019\n\nGuangsheng Liu \n -  \n-\n\nTotal \n 13,509,456  \n \n\n  \n\n*\nLess\nthan 1% of our total outstanding shares on an as-converted basis.\n\n \n \n\n#\nFormer\ndirector or executive officer.  \n\n \n\n(1)\nThe\nrestricted shares awarded under the Plan are held by Best Cars Limited, the nominee of our equity incentive trust. See “-Equity\nIncentive Trust.”\n\n \n\n**Equity\nIncentive Trust**\n\n \n\nAn\nequity incentive trust was established pursuant to a deed dated June 13, 2018 among us, The Core Trust Company Limited, as the trustee,\nand Best Cars Limited, as a nominee. Best Cars Limited, a company organized and existing under the laws of the British Virgin Islands,\nis wholly owned by The Core Trust Company Limited, a trust company established in Hong Kong. The registered office of Best Cars Limited\nis Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Through the equity incentive\ntrust, our Class A ordinary shares underlying equity awards granted pursuant to our 2018 Plan may be provided to certain of recipients\nof such equity awards. As of March 28, 2025, Best Cars Limited held 6,663,321 Class A ordinary shares pursuant to our 2018 Plan. Upon\nsatisfaction of vesting conditions and exercise by a grant recipient, the trustee will transfer the Class A ordinary shares underlying\nthe relevant equity awards to such grant recipient.\n\n \n\nTo\nthe extent permitted under the 2018 Plan and applicable law and regulations, the trustee shall follow the instruction of the Board or\na committee of the Board consisting one or more members of the Board in respect of the exercise of voting rights (if any) and powers\nin relation to the Class A ordinary shares held by Best Cars Limited until they have been transferred outside of the trust and/or the\nnominee to the personal accounts of the relevant grant recipient.\n\n \n\n**Clawback\nPolicy**\n\n** **\n\nWe have adopted a policy, effective November 30, 2023, for the recovery\nof erroneously awarded incentive-based compensation (the “Clawback Policy”) providing for the recovery of certain incentive-based\ncompensation from current and former executive officers in the event of material noncompliance of the Company with any financial reporting\nrequirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial\nstatements that is material to the previously issued financial statements, or that would result in a material misstatement if the error\nwere corrected in the current period or left uncorrected in the current period. A copy of the Clawback Policy is filed as Exhibit 97.1\nto this Annual Report on Form 20-F.\n\n \n\n79\n\n \n\n \n\n**C.\nBoard Practices**\n\n** **\n\n**Board\nof Directors**\n\n \n\nOur\nboard of directors consists of five directors. A director is not required to hold any shares in our company for qualification, and may\nbe an individual or a company. A director may vote with respect to any contract, proposed contract, or arrangement in which he or she\nis materially interested provided (1) such director, if his interest in such contract or arrangement is material, has declared the nature\nof his interest at the earliest meeting of the board at which it is practicable for him to do so, either specifically or by way of a\ngeneral notice and (2) if such contract or arrangement is a transaction with a related party, such transaction has been approved by the\naudit committee. A director may exercise all the powers of the company to borrow money, mortgage or charge its undertaking, property\nand assets (present and future) and uncalled capital, or any part thereof, to issue debentures, debenture stock, bonds and other securities\nwhether outright or as collateral security for any obligation of the company or of any third party.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nOur\nboard of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee,\nand has adopted a charter for each of the three committees. Each committee’s members and functions are described below.\n\n \n\n**Audit Committee**.\nOur audit committee consists of Ms. Furong Tian Mr. Yi cheng Yang and Mr. Wentao Deng and is chaired by Ms. Furong Tian. Each of the members\nof the audit committee satisfies the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules and meet\nthe independence standards under Rule 10A-3 under the Exchange Act. We have determined that Ms. Furong Tian qualifies as an “audit\ncommittee financial expert.”\n\n \n\nThe\naudit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company.\nThe audit committee will be responsible for, among other things:\n\n \n\n \n●\nselecting\nthe independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed\nby the independent registered public accounting firm;\n\n \n\n \n●\nreviewing\nand approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act;\n\n \n\n \n●\ndiscussing\nthe annual audited financial statements with management and the independent registered public accounting firm;\n\n \n\n \n●\nreviewing\nmajor issues as to the adequacy of our internal controls and any special audit steps adopted in light of material control deficiencies;\n\n \n\n \n●\nreviewing\nand reassessing annually the adequacy of our audit committee charter;\n\n \n\n \n●\nmeeting\nseparately and periodically with management and the independent registered public accounting firm;\n\n \n\n \n●\nmonitoring\ncompliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to\nensure proper compliance; and\n\n \n\n \n●\nreporting\nregularly to the board.\n\n \n\n80\n\n \n\n \n\n**Compensation\nCommittee**. Our compensation committee consists of Ms. Furong Tian, Mr. Yicheng Yang and Mr. Wentao Deng, and is chaired by\nMs. Furong Tian. Mr. Wentao Deng and Mr. Yicheng Yang satisfy the “independence” requirements of Rule 5605(a)(2) of the\nNasdaq Stock Market Rules. As a foreign private issuer, we have elected to not have our compensation committee consist of entirely\nindependent directors. The compensation committee will evaluate or recommend to the board of directors for actions all matters\nrelated to the company’s annual compensation and/or bonus plan, equity incentive plans, and other employee-related\ncompensation matters, and will also approve all management compensation levels and arrangements. The compensation committee will be\nresponsible for, among other things:\n\n \n\n \n●\nreviewing\nand approving, or recommending to the board for its approval, the total compensation package for our chief executive officer and\nother executive officers;\n\n \n\n \n●\nreviewing\nand recommending to the board for determination with respect to the compensation of our nonemployee directors;\n\n \n\n \n●\nreviewing\nperiodically and approving any incentive compensation or equity plans, programs or similar arrangements; and\n\n \n\n \n●\nselecting\ncompensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s\nindependence from management.\n\n \n\n**Nominating\nand Corporate Governance Committee**. Our nominating and corporate governance committee consists of Mr. Yicheng Yang and Mr. Wentao\nDeng, and is chaired by Mr. Wentao Deng. Mr. Wentao Deng and Mr. Yicheng Yang satisfy the “independence” requirements of\nRule 5605(a)(2) of the Nasdaq Stock Market Rules. As a foreign private issuer, we have elected to not have our nominating and corporate\ngovernance committee consist of entirely independent directors. The nominating and corporate governance committee will assist the board\nin selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating\nand corporate governance committee will be responsible for, among other things:\n\n \n\n \n●\nrecommending\nnominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;\n\n \n\n \n●\nreviewing\nannually with the board the current composition of the board with regards to characteristics such as independence, age, skills, experience\nand availability of service to us;\n\n \n\n \n●\nselecting\nand recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as\nwell as of the nominating and corporate governance committee itself;\n\n \n\n \n●\ndeveloping\nand reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments\nin the law and practice of corporate governance and our compliance with such laws and practices; and\n\n \n\n \n●\nevaluating\nthe performance and effectiveness of the board as a whole.\n\n \n\n**Duties\nof Directors**\n\n \n\nUnder\nCayman Islands law, our directors owe to us fiduciary duties, including a duty of loyalty, a duty to act honestly and a duty to act in\nwhat they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose.\nOur directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person\nwould exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties\na greater degree of skill than what may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth\ncourts have moved towards an objective standard with regard to the required skill and care, and these authorities are likely to be followed\nin the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles\nof association, as amended and restated from time to time. Our company may have the right to seek damages if a duty owed by our directors\nis breached.\n\n \n\n81\n\n \n\n** **\n\n**Terms\nof Directors and Officers**\n\n \n\nPursuant\nto the amended and restated memorandum and articles of association, our officers are elected by and serve at the discretion of the board.\nAn appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office)\nat the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between\nour company and the director, if any, but no such term shall be implied in the absence of express provision. Each director whose term\nof office expires shall be eligible for re-election at a meeting of the shareholders or re-appointment by our board of directors. The\noffice of a director will be vacated if the director (1) becomes bankrupt or makes any arrangement or composition with his creditors;\n(2) dies or is found to be or becomes of unsound mind; (3) resigns his office by notice in writing to the Company; (4) without special\nleave of absence from the board of directors, is absent from meetings of the board of directors for three consecutive meetings and the\nboard of directors resolves that his office be vacated; or (5) is removed from office pursuant to any other provision of the amended\nand restated memorandum and articles of association.\n\n** **\n\n**Employment\nAgreements**\n\n \n\nWe\nhave entered into employment agreements with our executive officers. Each of our executive officers is employed for a specified time\nperiod, which will be automatically extended for successive one-year terms unless either party gives the other party a prior written\nnotice to terminate employment. We may terminate the employment for cause, at any time, without advance notice or remuneration, for certain\nacts of the executive officer, including conviction or pleading of guilty to a felony, fraud, misappropriation or embezzlement; negligent\nor dishonest act to our detriment; misconduct or failure to perform his or her duty; disability; or death. An executive officer may terminate\nhis or her employment at any time with a one-month prior written notice if there is a material and substantial reduction in such executive\nofficer’s existing authority and responsibilities or at any time if the termination is approved by our board of directors.\n\n \n\nEach\nexecutive officer has agreed to hold, both during and after the employment agreement expires, in strict confidence and not to use or\ndisclose to any person, corporation or other entity without written consent, any confidential information. Each executive officer has\nalso agreed to assign to us all his or her all inventions, improvements, designs, original works of authorship, formulas, processes,\ncompositions of matter, computer software programs, databases, mask works and trade secrets.\n\n \n\n**D.\nEmployees**\n\n \n\nAs December 31, 2023, 2024\nand 2025, we had 324, 116 and 23 full-time employees. Employee numbers for 2023 and 2024 included employees associated with discontinued\noperations, while 2025 reflected only employees associated with continuing operations. The following table sets forth the numbers of our\nsubsidiaries and VIEs’ full-time employees by functions as of the dates indicated. \n\n \n\n  \nAs of the December 31, \n\n  \n2023  \n2024  \n2025 \n\nSales and marketing \n 252  \n 70  \n 2 \n\nGeneral and administrative \n 44  \n 37  \n 4 \n\nResearch and development \n 28  \n 9  \n — \n\nTotal \n 324  \n 116  \n 6 \n\n \n\nAs\nrequired by PRC laws and regulations, we participate in various employee social security plans for our and, prior to the 2025 Dispositions,\nthe VIEs’ employees that are administered by local PRC governments, including housing, pension, medical insurance and unemployment\ninsurance. We compensate our employees with basic salaries and performance-based bonuses. None of our employees is represented by any\ncollective bargaining arrangements. Our success depends on our ability to attract, retain and motivate qualified employees. We believe\nthat we maintain a good working relationship with our employees, and we have not experienced any material labor disputes as of the date\nof this annual report. None of our employees is represented by labor unions.\n\n \n\n**E.\nShare Ownership**\n\n \n\nThe following table sets\nforth information concerning the beneficial ownership of our ordinary shares as of May 8, 2026 by:\n\n \n\n \n●\neach\nof our directors and executive officers (including directors and officers who resigned in 2025); and\n\n \n\n \n●\neach\nperson known to us to beneficially own 5.0% or more of our ordinary shares.\n\n \n\nThe calculations in the\ntable below are based on the fact that there were 126,781,540,440 ordinary shares outstanding as May 8, 2026, (2) 55,260,580 Class B\nordinary shares.\n\n \n\n82\n\n \n\n \n\nBeneficial\nownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned\nby a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days,\nincluding through the exercise of any option, warrant, or other right or the conversion of any other security. These shares, however,\nare not included in the computation of the percentage ownership of any other person.\n\n \n\n  \nOrdinary shares\nBeneficially Owned  \nVoting Power\n\nBeneficially\n\nOwned \n\n  \nClass A\nOrdinary\nShares  \nClass B\nOrdinary\nShares  \n% †  \n% † \n\nDirectors and Executive Officers** \n   \n   \n   \n  \n\nWei Wen (1)# \n 4,687,164  \n 55,260,580  \n *  \n 36.8%\n\nHui Yuan \n *  \n -  \n *  \n * \n\nGuangsheng Liu \n -  \n -  \n -  \n - \n\nSimon Li# \n *  \n -  \n *  \n - \n\nJintao Lin# \n -  \n -  \n -  \n - \n\nWentao Deng \n -  \n -  \n -  \n - \n\nYicheng Yang \n -  \n -  \n -  \n - \n\nDirectors and executive officers as a group \n 4,687,164  \n 55,260,580  \n *  \n 36.8%\n\nPrincipal Shareholders \n    \n    \n    \n   \n\nWW Long Limited (2) \n 2,188,380  \n 55,260,580  \n *  \n 36.8%\n\nSabby Volatility Warrant Master Fund, Ltd. (3) \n 377,780,009  \n -  \n *  \n * \n\n \n\n*\nLess\nthan 1% of our total outstanding shares as of May 8, 2026.\n\n \n \n\n**\nThe\nbusiness address of our directors and executive officers is 9F, Ruihai Building, No. 21 Yangfangdian Road, Haidian District, Beijing\n100038, People’s Republic of China.\n\n \n \n\n#\nFormer\ndirector and/or officer who resigned during the fiscal year ended December 31, 2025.\n\n \n\n83\n\n \n\n \n\n†For\neach person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned\nby such person or group by the sum of the total number of shares outstanding and the number of shares such person or group has the right\nto acquire upon exercise of option, warrant or other right within 60 days after May 8, 2026.\n\n \n\n†\n†\nFor\neach person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially\nowned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class. Each holder\nof Class A ordinary shares is entitled to one vote per share and each holder of our Class B is entitled to 100 votes per share on\nall matters submitted to them for vote. Our Class B ordinary shares are convertible at any time by the holder thereof into Class\nA ordinary shares on a one-for-one basis.\n\n \n\n(1)\nRepresents (i) 2,498,78 Class A ordinary shares held in the name of Mr. Wei Wen by Best Cars Limited, representing the number of restricted shares granted to Mr. Wei Wen that have vested as of March 20, 2024, (ii) 2,188,160 Class A ordinary shares represented by ADSs by WW Long Limited, (iii) 220 Class A ordinary shares held by WW Long Limited, and (iv) 55,260,580 Class B ordinary shares directly held by WW Long Limited, a company organized and existing under the laws of the British Virgin Islands and wholly owned by Mr. Wei Wen. The registered office of WW Long Limited is Start Chambers, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\n \n\n(2)\nWW\nLong Limited is a British Virgin Islands company wholly owned by Mr. Wei Wen. The registered office of WW Long Limited is Start Chambers,\nWickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Islands.\n\n \n\n(3)\nRepresents 22,236,240 Class A Ordinary Shares, represented by 92,651 ADSs, ADS warrants to purchase up to 761,719 ADSs issued on October 28, 2024, and ADS warrants to purchase up to 7,589,347 ADSs issued on November 23, 2022, held by Sabby Volatility Warrant Master Fund, Ltd., as of the date of this annual report. All warrants contain blocker provisions such that they cannot be exercised to the extent such exercise would cause the holder, together with its affiliates, to beneficially own in excess of 4.99% of the Ordinary Shares outstanding. Sabby Management, LLC is the investment manager of Sabby Volatility Warrant Master Fund, Ltd. and shares voting and investment power with respect to these shares in this capacity. As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby Volatility Warrant Master Fund, Ltd. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest therein.\n\n \n\nAs\nof May 8, 2026, a total of 266,633,962 Class A ordinary shares are held by four record holders in the United States, including The Bank\nof New York Mellon, the depositary of the ADS program, representing 2.7% of our total outstanding shares. None of our outstanding Class\nB ordinary shares are held by record holders in the United States. We are not aware of any arrangement that may, at a subsequent date,\nresult in a change of control of our company.\n\n \n\nFor\ninformation regarding our stock options, see “Item 5. Operating and Financial Review and Prospects-A. Operating Results-Critical\nAccounting Policies-Share-based Compensation.”\n\n** **\n\n**F. Disclosure of a Registrant’s Action\nto Recover Erroneously Awarded Compensation**\n\n \n\nNot\napplicable.\n\n \n\n84"}