Exhibit 99.4

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis is designed to provide you with a narrative explanation of our financial condition and results of operations for the six months ended June 30, 2023 and 2024. This section should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this interim report. See “Exhibit 99.2 —Condensed Consolidated Financial Statements of TuanChe Limited as of December 31, 2023 and June 30, 2024 (unaudited) and for the six months ended June 30, 2023 (unaudited) and 2024 (unaudited).” We also recommend that you read our management’s discussion and analysis and our audited consolidated financial statements for fiscal year 2023, and the notes thereto, which appear in our annual report on Form 20-F for the year ended December 31, 2023, or the Annual Report, filed with the U.S. Securities and Exchange Commission, or the SEC, on March 28, 2024.

Unless otherwise indicated or the context otherwise requires, all references to “our company,” “we,” “our,” “ours,” “us” or similar terms refer to TuanChe Limited and its subsidiaries. “VIEs” refers to TuanChe Internet Information Service (Beijing) Co., Ltd., Shenzhen Drive New Media Co., Ltd., Beijing Internet Drive Technology Co., Ltd., and Hainashuke (Beijing) Technology Co., Ltd., and their respective subsidiaries, as the context requires. All references to “China” or “PRC” refer to the People’s Republic of China. All references to “industry customer(s)” refer to business customers to which we offer services, including auto dealers, automakers, automobile accessory manufacturers and other automotive related goods and service providers. All references to “RMB” or “Renminbi” refer to the legal currency of China. All references to “US$,” “U.S. dollars,” “$” or “dollars” refer to the legal currency of the United States of America.

All such financial statements were prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. We have made rounding adjustments to some of the figures included in this management’s discussion and analysis. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them. This discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors.

Overview

We believe we, together with the VIEs, are a leading omni-channel automotive marketplace in China. We, together with the VIEs, provide a scalable omni-channel automotive marketplace approach to automobile marketing and distribution. We and the VIEs offer marketing solutions by integrating online platform and offline sales events. In the six months ended June 30, 2023 and 2024, we and the VIEs hosted 183 and 63 auto shows across 80 and 47 cities in mainland China, respectively. Our and the VIEs’ auto shows offered a total of 4,301 and 1,084 booth spaces in the six months ended June 30, 2023 and 2024, respectively. The total number of automobile sales transactions we and the VIEs facilitated was 44,891 and 10,460 in the six months ended June 30, 2023 and 2024, respectively, with a total gross merchandise value of approximately RMB7.2 billion and RMB1.7 billion (US$0.2 billion) in the same period, respectively.

Historically, we generated our net revenues primarily through our and the VIEs’ offline events. Our net revenues were RMB92.2 million and RMB32.3 million (US$4.4 million) in the six months ended June 30, 2023 and 2024, respectively. Our net loss was RMB30.7 million and RMB40.7 million (US$5.6 million) in the six months ended June 30, 2023 and 2024, respectively. Our adjusted EBITDA was a loss of RMB36.8 million and a loss of RMB27.2 million (US$3.7 million) in the six months ended June 30, 2023 and 2024, respectively. We recorded adjusted net loss of RMB36.7 million and RMB26.8 million (US$3.7 million) in the six months ended June 30, 2023 and 2024, respectively. For a detailed description of our non-GAAP measures, see “—Non-GAAP Financial Measures.”

Results of Operations

The following table sets forth a summary of our unaudited condensed consolidated statements of operations and comprehensive loss, both in absolute amount, for the periods indicated. This information has been derived from and should be read together with our unaudited condensed consolidated financial statements. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.


	Six Months Ended June 30,
	2023	2024
	RMB	RMB	US$

	(in thousands, except for share and per share data)
Summary Condensed Consolidated Statements of Operations and Comprehensive Loss
Net Revenues	92,152	32,305	4,446
Cost of revenues	(33,726)	(9,951)	(1,369)
Gross profit	58,426	22,354	3,077
Total operating expenses	(113,582)	(69,808)	(9,606)
Other income	24,458	6,779	933
Net loss attributable to TuanChe Limited’s shareholders	(30,698)	(40,675)	(5,596)
Net loss attributable to the TuanChe Limited’s ordinary shareholders per share
Basic and diluted	(0.08)	(0.10)	(0.01)
Weighted average number of ordinary shares
Basic and diluted	399,544,700	421,273,519	421,273,519
Non-GAAP Financial Data (1)
Adjusted EBITDA	(36,796)	(26,766)	(3,683)
Adjusted net loss	(36,727)	(27,208)	(3,744)

(1)	See “— Non-GAAP Financial Measures.”

Non-GAAP Financial Measures

To supplement our unaudited condensed consolidated financial statements which are presented in accordance with U.S. GAAP, we also use adjusted EBITDA and adjusted net loss as additional non-GAAP financial measures. We present these non-GAAP financial measures because they are used by our management to evaluate our operating performance. We also believe that these non-GAAP financial measures provide useful information to investors and others in understanding and evaluating our unaudited consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of our peer companies.

We define adjusted EBITDA as net loss excluding depreciation and amortization, interest income, net, share-based compensation expenses, impairment of long-lived assets and change in fair value of warrant liability. We define adjusted net loss as net loss excluding share-based compensation expenses, impairment of long-lived assets and change in fair value of warrant liability. We believe that adjusted EBITDA and adjusted net loss provide useful information to investors and others in understanding and evaluating our operating results. These non-GAAP financial measures adjust for the impact of items that we do not consider indicative of the operational performance of our business and should not be considered in isolation or construed as an alternative to net loss or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to compare the historical non-GAAP financial measures with the most directly comparable GAAP measures. Adjusted EBITDA and adjusted net loss presented here may not be comparable to similarly titled measures presented by other companies. Other companies may calculate similarly titled measures differently, limiting their usefulness as comparative measures to our data. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

The following tables set forth a reconciliation of our adjusted EBITDA and adjusted net loss to net loss for the periods indicated.


	Six Months Ended June 30,
	2023	2024
	RMB	RMB	US$

	(in thousands, except for share and per share data)
Net loss	(30,698)	(40,675)	(5,596)
Add:
Depreciation and amortization	—
Subtract:
Interest income, net	69	(442)	(61)
EBITDA	(30,767)	(40,233)	(5,535)
Add:
Share-based compensation expenses	4,007	15,505	2,133
Change in fair value of warrant liability	(11,551)	(2,338)	(322)
Impairment of long-lived assets	1,515	300	41
Adjusted EBITDA	(36,796)	(26,766)	(3,683)


	Six Months Ended June 30,
	2023	2024
	RMB	RMB	US$

	(in thousands, except for share and per share data)
Net loss	(30,698)	(40,675)	(5,596)
Add:
Share-based compensation expenses	4,007	15,505	2,133
Change in fair value of warrant liability	(11,551)	(2,338)	(322)
Impairment of long-lived assets	1,515	300	41
Adjusted net loss	(36,727)	(27,208)	(3,744)

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Net Revenues

Our net revenues decreased by 64.9% from RMB92.2 million in the six months ended June 30, 2023 to RMB32.3 million (US$4.4 million) in the six months ended June 30, 2024.

●

Net revenues from auto show services decreased by 71.2% from RMB69.3 million in the six months ended June 30, 2023 to RMB19.9 million (US$2.7 million) in the six months ended June 30, 2024, primarily due to a decreased number of offline activities as a result of a reduction in customer marketing budgets. In the six months ended June 30, 2023 and 2024, we and the VIEs organized 183 and 63 auto shows in 80 and 47 cities, offering a total of 4,301 and 1,084 booths, respectively.

●

Net revenues from special promotion event services decreased by 62.0% from RMB0.6 million in the six months ended June 30, 2023 to RMB0.2 million (US$31 thousand) in the six months ended June 30, 2024, primarily due to a decreased number of activities as the change in the key customers resulted in a failure to continue cooperations.

●

Net revenues from referral service for a commercial bank decreased by 100.0% from RMB2.6 million in the six months ended June 30, 2023 to nil in the six months ended June 30, 2024, primarily because we and the VIEs have ceased operation of the referral services since April 1, 2022.

●

Net revenues from our online marketing services decreased by 70.7% from RMB8.8 million in the six months ended June 30, 2023 to RMB2.6 million (US$0.4 million) in the six months ended June 30, 2024, primarily due to the decrease in the live streaming events held by the Company as the change in the key customers resulted in a failure to continue cooperations.

Net Loss

As a result of the foregoing, we had net loss of RMB30.7 million and RMB40.7 million (US$5.6 million) in the six months ended June 30, 2023 and 2024, respectively.

Liquidity and Capital Resources

Our principal sources of liquidity have been cash generated from operations, proceeds from our initial public offering and loans from banks.

As of June 30, 2024, we had RMB5.0 million (US$0.7 million) in cash and cash equivalents and RMB4.3 million (US$0.6 million) in restricted cash. As of the same date, we held a cash balance of RMB4.9 million (US$0.7 million) denominated in RMB, representing 97.6% of our total cash, cash equivalents and restricted cash.

We have incurred recurring operating losses since our inception, including net losses of RMB30.7 million and RMB40.7 million (US$5.6 million) in the six months ended June 30, 2023 and 2024, respectively. Net cash used in operating activities was RMB52.4 million and RMB11.1 million (US$1.5 million) in the six months ended June 30, 2023 and 2024, respectively. Accumulated deficit was RMB1,273.8 million (US$175.3 million) as of June 30, 2024. As of June 30, 2024, we had a net current liability of RMB43.0 million (US$5.9 million). The company’s business encountered some difficulties, including weak economic growth of China and resignation of staffs, which negatively impacted the Group’s business operations for the six months ended June 30, 2024 and has continued to impact the Group’s financial position, results of operations and cash flows. These conditions raise substantial doubt about the Group’s ability to continue as a going concern.

Historically, we have relied principally on cash from operating activities, non-operational sources of financing from investors to fund our operations and business development. Our ability to continue as a going concern is dependent on our management’s ability to successfully execute the business plan which includes strictly implementing the expenses, accelerating the collection of accounts receivable and increasing the proportion of advance from customers, pursuing potential financing to improve our cash flow from operating and financing activities. Based on cash flow projections from operating and financing activities, our current balance of cash and cash equivalents on our operations, our management believes that our current cash and cash equivalents and anticipated cash flow from operations upon successful execution of our business plans will be sufficient to meet our anticipated cash needs from operations and other commitments for at least the next 12 months from the date of this interim report. However, there is no assurance that the plans will be successfully implemented. Failure to successfully implement the plan will have a material adverse effect on our business, results of operations and financial position, and may materially and adversely affect our ability to continue as a going concern.

We have not yet achieved a business scale that is able to generate a sufficient level of revenues to achieve net profit and positive cash flows from operating activities, and we expect the operating losses and negative cash flows from operations will continue for the foreseeable future. While we believe that our current cash and cash equivalents and other current assets are sufficient to meet the cash requirements to fund planned operations and other commitments for at least the next 12 months from the date of this interim report, if we fail to grow our business in a way that generates sufficient returns, we may need additional financing to execute our business plans. If additional financing is required, we cannot predict whether this additional financing will be in the form of equity, debt, or another form, and we may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. If financing sources are not available, or if we are unsuccessful in increasing our gross profit margin and reducing operating losses, we may be unable to implement our current plans for expansion, repay debt obligations or compete with other market participants effectively, any of which would have a material adverse effect on our business, financial condition and results of operations and would materially and adversely affect our ability to continue as a going concern.

Our unaudited condensed 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. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of uncertainties described above.

The following table sets forth a summary of our cash flows for the periods indicated.


	Six Months Ended June 30,
	2023	2024
	RMB	RMB	US$

	(in thousands, except for share and per share data)
Net cash used in operating activities	(52,408)	(11,088)	(1,527)
Net cash used in investing activities	—	(7)	(1)
Net cash generated from financing activities	3,435	7,213	993
Effect of exchange rate on cash and cash equivalents	791	(2,763)	(380)
Net decrease in cash, cash equivalents and restricted cash	(48,182)	(6,645)	(915)
Cash and cash equivalents, and restricted cash at beginning of the period	76,843	15,993	2,201
Cash and cash equivalents, and restricted cash at end of the period	28,661	(2,763)	(380)

Operating Activities

Cash used in operating activities was RMB11.1 million (US$1.5 million) in the six months ended June 30, 2024. In the six months ended June 30, 2024, the difference between our cash used in operating activities and our net loss of RMB40.7 million (US$5.6 million) resulted primarily from (1) share-based compensation of RMB15.5 million (US$2.1 million), (2) a decrease in accounts receivable of RMB14.2 million (US$2.0 million), (3) an increase in prepayment and other current assets of RMB10.7 million (US$1.5 million) and (4) an increase in other current liabilities of RMB1.7 million (US$0.2 million), partially offset by (1) a decrease in salary and welfare benefits payable of RMB5.6 million (US$0.8 million), (2) gain on changes in fair value of warrant liability of RMB2.3 million (US$0.3 million), (3) other income on reverse of unpaid tax of RMB2.1 million (US$0.3 million), (4) reversed allowance of doubtful accounts of RMB1.6 million (US$0.2 million) and (5) a decrease in other taxes payable of RMB1.6 million (US$0.2 million).

Cash used in operating activities was RMB52.4 million in the six months ended June 30, 2023. In the six months ended June 30, 2023, the difference between our cash used in operating activities and our net loss of RMB30.7 million resulted primarily from (1) a decrease in accounts receivable of RMB10.4 million, (2) allowance of doubtful accounts of RMB5.2 million, (3) an increase in advance from customers of RMB4.2 million, (4)share-based compensation of RMB4.0 million and (5) provisions for long-lived asset impairment of RMB1.5 million, partially offset by (1) a decrease in prepayment and other current assets of RMB12.4 million, (2) gain on changes in fair value of warrant liability of RMB11.6 million, (3) other income on reverse of unpaid tax of RMB8.8 million, (4) a decrease in accounts payable of RMB4.4 million, (5) a decrease in other current liabilities of RMB4.3 million and (6) a decrease in salary and welfare benefits payable of RMB4.3 million.

Investing Activities

Net cash used in investing activities was RMB6.7 thousand in the six months ended June 30, 2024, due to purchase of property, equipment and software.

Net cash used in investing activities was nil in the six months ended June 30, 2023.

Financing Activities

Net cash generated from financing activities was RMB7.2 million (US$1.0 million) in the six months ended June 30, 2024, primarily due to RMB18.0 million (US$2.5 million) received from borrowings, partially offset by repayments of borrowings of RMB10.8 million (US$1.5million).

Net cash generated from financing activities was RMB3.4 million in the six months ended June 30, 2023, primarily due to RMB7.1 million received from short-term borrowings, partially offset by repayments of short-term borrowings of RMB3.7 million.

Indebtedness

As of June 30, 2024, the Group had borrowings of RMB25.9 million. The interest was payable on a monthly basis in the first three installments and payable on a monthly basis by equal principal and interest from the fourth installment.

Capital Expenditures

We incurred capital expenditures of nil and RMB6.7 thousand in the six months ended June 30, 2023 and 2024, respectively, primarily in connection with the purchase of property, equipment and software. We intend to fund our future capital expenditures with our existing cash balance, proceeds from debt or equity financing and other financing alternatives. We will continue to incur capital expenditures to support the growth of our business.

Financial Information Related to the VIEs

The following table presents the unaudited condensed consolidated balance sheet information relating to TuanChe Limited (the “Parent”), the VIEs and the non-variable interest entities as of June 30, 2024.


	As of June 30, 2024
			Non-VIE
		VIE		Other	Intercompany	Group
	Parent	Consolidated	WFOE	subsidiaries	Elimination	Consolidated
Cash, cash equivalents and restricted cash	115	3,532	5,689	12	—	9,348
Amount due from the subsidiaries of the Group	135,961	125,964	146,119	16,414	(424,458)	—
Other current assets	235	11,233	13,182	73	—	24,723
Total current assets	136,311	140,729	164,990	16,499	(424,458)	34,071
Long-term investments	—	5,991	—	—	—	5,991
Investments in subsidiaries, VIEs and subsidiaries of VIEs	(130,047)	—	—	744,611	(614,564)	—
Operating lease right-of-use assets, net	—	53	4,748	—	—	4,801
Goodwill	—	—	45,561	—	—	45,561
Other non-current assets	—	—	522	—	—	522
Total non-current assets	(130,047)	6,044	50,831	744,611	(614,564)	56,875
Total assets	6,264	146,773	215,821	761,110	(1,039,022)	90,946
Accounts payable	—	3,387	7,340	—	—	10,727
Amount due to the subsidiaries of the Group	2,750	248,791	147,471	18,844	(417,856)	—
Short-term borrowings	—	11,000	2,000	—	—	13,000
Short-term operating lease liabilities	—	375	3,636	—	—	4,011
Other current liabilities	7,596	21,299	18,948	1,442	—	49,285
Total current liabilities	10,346	284,852	179,395	20,286	(417,856)	77,023
Long term loan	—	12,900	—	—	—	12,900
Warrant liability	1,632	—	—	—	—	1,632
Lease liabilities, non-current	—	22	5,071	—	—	5,093
Other non-current liabilities	—	11	—	—	—	11
Total non-current liabilities	1,632	12,933	5,071	—	—	19,636
Total liabilities	11,978	297,785	184,466	20,286	(417,856)	96,659
Total equity/(deficit)	(5,714)	(151,012)	31,355	740,824	(621,166)	(5,713)

The following table presents the unaudited condensed consolidated statements of operations and comprehensive loss and cash flows relating to the Parent, the VIEs and the non-variable interest entities for the six months ended June 30, 2023 and 2024.

Unaudited condensed statements of operations and comprehensive loss data


	Six Months Ended June 30, 2024
			Non-VIE
		VIE		Other	Intercompany	Group
	Parent	Consolidated	WFOE	subsidiaries	Elimination	Consolidated
Net revenues	—	15,360	18,277	—	(1,332)	32,305
Cost of revenues	—	(2,042)	(7,909)	—	—	(9,951)
Operating expenses	(18,456)	(30,394)	(20,845)	(1,445)	1,332	(69,808)
Loss from operations	(18,456)	(17,076)	(10,477)	(1,445)	—	(47,454)
Equity in loss of subsidiaries, VIEs and subsidiaries of VIEs	(24,559)	—	—	—	24,559	—
Other income, net	2,340	1,826	2,613	—	—	6,779
Net loss	(40,675)	(15,250)	(7,864)	(1,445)	24,559	(40,675)


	Six Months Ended June 30, 2023
			Non-VIE
		VIE		Other	Intercompany	Group
	Parent	Consolidated	WFOE	subsidiaries	Elimination	Consolidated
Net revenues	—	34,220	60,399	—	(2,467)	92,152
Cost of revenues	—	(9,448)	(24,278)	—	—	(33,726)
Operating expenses	(7,996)	(31,700)	(76,317)	(36)	2,467	(113,582)
Loss from operations	(7,996)	(6,928)	(40,196)	(36)	—	(55,156)
Equity in loss of subsidiaries, VIEs and subsidiaries of VIEs	(34,675)	—	—	—	34,675	—
Other income, net	11,973	11,501	984	—	—	24,458
Net (loss)/income	(30,698)	4,573	(39,212)	(36)	34,675	(30,698)

Unaudited consolidated cash flow information


	Six Months Ended June 30, 2024
			Non-VIE
		VIE		Other	Intercompany	Group
	Parent	Consolidated	WFOE	subsidiaries	Elimination	Consolidated
Net cash(used in)/generated from operating activities	(2,926)	(6,868)	(1,295)	1	—	(11,088)
Net cash used in investing activities	—	—	(7)	—	—	(7)
Net cash generated from financing activities	—	6,413	800	—	—	7,213
Effect of exchange rate changes	37	—	(2,800)	—	—	(2,763)
Net (decrease)/increase in cash, cash equivalents and restricted cash	(2,889)	(455)	(3,302)	1	—	(6,645)


	Six Months Ended June 30, 2023
			Non-VIE
		VIE		Other	Intercompany	Group
	Parent	Consolidated	WFOE	subsidiaries	Elimination	Consolidated
Net cash generated from/(used in) operating activities	13,041	(6,083)	(59,340)	(26)	—	(52,408)
Net cash used in investing activities	(58,274)	—	—	(56,565)	114,839	—
Net cash generated from financing activities	—	4,235	57,474	56,565	(114,839)	3,435
Effect of exchange rate changes	1,790	—	(999)	—	—	791
Net decrease in cash, cash equivalents and restricted cash	(43,443)	(1,848)	(2,865)	(26)	—	(48,182)

Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our unaudited consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Cautionary Statement Regarding Forward-Looking Statements

We have made statements in this report that constitute forward-looking statements. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “could” and similar expressions. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

These forward-looking statements include statements about:

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. Many factors could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Consequently, you should not place undue reliance on these forward-looking statements.