{"url_path":"/sec/tc/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**","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":684,"has_tables":true,"body_markdown":"**ITEM\n7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**\n\n** **\n\n**A.\nMajor Shareholders**\n\n \n\nSee\n“Item 6. Directors, Senior Management and Employees-E. Share Ownership.”\n\n** **\n\n**B.\nRelated Party Transactions**\n\n** **\n\n**Contractual\nArrangements with the VIEs and Their Respective Shareholders**\n\n \n\nWe,\nthrough our WFOEs, previously entered into a series of contractual arrangements with the VIEs and their respective shareholders, which\ncollectively allowed us to (1) exercise significant influence over each of the VIEs; (2) receive substantially all of the economic benefits\nof the VIEs; and (3) have an exclusive call option to purchase all or part of the equity interests in and/or assets of each of the VIEs\nwhen and to the extent permitted by PRC laws.\n\n \n\nDue\nto the divestiture of the legacy business during the current period, the related VIE structure no longer exists. As of the date of this\nAnnual Report, the Company has no VIE structure in place and has no contractual arrangements in place with the VIEs.\n\n** **\n\n**Outsourcing\nAgreement with STDC**\n\n \n\nIn\n2023, 2024 and 2025, we entered into outsourcing service agreements with Shanghai Three Drivers Culture Media Co., Limited\n(“STDC”), of which we own 49% equity interest. The outsourcing service expenses provided by STDC for us is, RMB4.0\nmillion, RMB5.2 million and RMB6.4 million (US$0.9 million) for the years ended December 31, 2023, 2024 and 2025 respectively. In\n2023, 2024 and 2025, we entered into promotion service agreements with STDC, under which the promotion service expenses provided by\nus for STDC is RMB1.0 million, nil and RMB10.3 million (US$1.5 million) for the years ended December 31, 2023, 2024 and 2025. The\nprepayment balance is RMB1,125, nil and RMB62 thousand (US$9 thousand) as of December 31, 2023, 2024 and 2025, respectively. The other\ncurrent liabilities balance is nil, RMB813 and nil as of December 31, 2023, 2024 and 2025, respectively. The outsourcing agreements\nwith STDC were transferred in connection with the 2025 Dispositions.\n\n** **\n\n**Transaction\nwith Mr. Wei Wen**\n\n \n\nIn\n2023, we provided RMB12.6 million to Mr. Wei Wen, the then-chairman of the board, the chief executive officer of our company, who used\nthe fund to assist business development with third parties on behalf of our company, and Mr. Wei Wen repaid RMB12.5 million to us in\n2023. In 2024, we received RMB9.1 million from Mr. Wen, which used for operations of the company. As of the end of 2023, Mr. Wei Wen\nowed the RMB0.1 million, which was repaid and settled in full in January 2024 with no outstanding debts. From June to December 2024,\ndue to the company’s financial constraints, Mr. Wen made multiple payments totaling RMB9.1 million to the company for cash flow.\nAll outstanding debts between Mr. Wen and the company have been settled as of December 31, 2025. Mr. Wei Wen resigned from his positions\nwith our company effective October 30, 2025. Section 402 of the Sarbanes-Oxley Act prohibits personal loans to directors and executive\nofficers.\n\n** **\n\n**Transaction\nwith Mr. Hui Yuan**\n\n \n\nOn\nNovember 22, 2023, we received a loan of RMB1.5 million from the spouse of Mr. Hui Yuan, the chief operating officer of our company,\nfor purposes of turnover support. In 2024, we repaid RMB0.5 million to the spouse of Mr. Yuan, and in 2025, we repaid RMB1.0 million\nto Mr. Yuan. As of December 31, 2025, the loan with the spouse of Mr. Yuan has been fully settled. Mr. Yuan has resigned from his position\nas COO of the group since September 29, 2025.\n\n \n\n** Transaction\nwith Mr. Guangsheng Liu**\n\n** **\n\nFor\nthe years ended December 31, 2025, the Company received RMB0.4 million from CEO, Mr. Liu, which was used for operations of the\ncompany. The other current liabilities balance due to CEO are nil and RMB0.4 million as of December 31, 2024 and\n2025. \n\n** **\n\n**Private\nPlacements**\n\n \n\nSee\n“Item 4. Information on the Company-A. History and Development of the Company.”\n\n** **\n\n**Shareholders\nAgreement**\n\n \n\nSee\n“Item 4. Information on the Company-A. History and Development of the Company.”\n\n** **\n\n**Employment\nAgreements**\n\n \n\nSee\n“Item 6. Directors, Senior Management and Employees-C. Board Practices-Employment Agreements.”\n\n** **\n\n**Share\nIncentive Plan**\n\n \n\nSee\n“Item 6. Directors, Senior Management and Employees-B. Compensation-Share Incentive Plan.”\n\n \n\n85\n\n \n\n \n\n**C.\nInterests of Experts and Counsel**\n\n \n\nNot\napplicable."}